Reliant Holdings Inc
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 14, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-20.
0001477932-24-003162
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001477932-24-004870
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 57 previous paragraphs and 71 current paragraphs.
34 unchanged; 17 reworded; 15 added; 6 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 3 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
We intend on winding down the custom homes business during the 3 rd quarter.
Current report
Onar
Current report
On July 25, 2024, we acquired HLDCO, LLC and its wholly owned subsidiary, Integrum Group, LLC, which is currently undergoing a name change and rebranding (“ONAR”). ONAR, a leading marketing agency group, brings extensive expertise and a dynamic business model that will help enhance our market value. ONAR provides a host of services specifically focused on middle-market companies that need the flexibility of both specialized and holistic marketing services. ONAR currently operates three wholly owned and highly specialized marketing agencies: Storia, an artificial intelligence-enabled digital performance marketing agency; VMED, a healthcare marketing agency; and Chalk, an experiential marketing agency.
Current report
As a network of marketing agencies, ONAR is structured for strategic mergers and acquisitions. Beyond organic growth, ONAR capitalizes on the rising cost of capital and decreasing multiples for marketing agency owners. Agencies acquired by ONAR can leverage our platform and resources to monetize their business better and lower their expenses. Additionally, by leveraging public equities, we offer sellers/partners the chance to secure future liquidity at higher valuations, backed by our extensive experience, making it attractive for them to join the ONAR family.
Current report
ONAR’s agencies currently serve B2B and B2C clients across diverse industries, including consumer products, manufacturing, business services, technology, e-commerce, healthcare, and more. The top productized services offered by ONAR agencies include paid digital advertising, search engine optimization, conversion rate optimization, web development, creative, field marketing, and experiential marketing.
Current report
Results of operations for ONAR will be reflected in the third quarter.
Current report
Our cost of goods sold related to our pool business increased by $59,506 during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. For the six months ended June 30, 2024, we had costs of goods sold related to custom homes of $451,730. We had no cost of goods sold related to custom homes for the six months ended June 30, 2023.
Current report
Cost of goods sold of our home business represents our home construction costs, including land, outsourced labor, building materials, paint and finishings, and related closing costs. We do not expect to incur similar costs in the future as we wind down our home business.
Current report
For both the three months ended June 30, 2024 and June 30, 2023, we had nominal income from interest.
Current report
We had net loss of $111,696 for the three months ended June 30, 2024, compared to a net loss of $59,899 for the three months ended June 30, 2023, an increase in net loss of $51,797 mainly due to increased operating expenses derived from custom home sales.
Current report
For the Six Months Ended June 30, 2024, compared to the Six Months Ended June 30, 2023
Current report
We had cost of goods sold of $995,628 for the six months ended June 30, 2024, compared to cost of goods sold of $728,972 for the six months ended June 30, 2023, an increase of $266,656 or 36.6% from the prior period.
Current report
Although our cost of goods sold related to our pool business actually decreased by $185,074, we had no cost of goods sold related to custom homes for the six months ended June 30, 2023. For the six months ended June 30, 2024, we had costs of goods sold related to custom homes of $451,730.
Current report
For both the six months ended June 30, 2024 and June 30, 2023, we had nominal income from interest.
Current report
We had net income of $13,605 for the six months ended June 30, 2024, compared to a net loss of $29,930 for the six months ended June 30, 2023, an increase in net income of $43,535 mainly due to increased revenues derived from custom home sales.
Removed paragraphs (6)
Previous report
Cost of goods sold decreased mainly due to the reduction in the number of pools being built. The timing of our cost of goods sold is materially impacted based on the overall scope and timing of the projects we are working on. In general, cost of goods sold for the three months ended March 31, 2024, was lower than for the three months ended March 31, 2023, due to a decrease in the number of pools we were building. The expenses making up cost of goods sold for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, were as follows:
Previous report
We had interest income of $247 for the three months ended March 31, 2024, compared to interest income of $399 for the three months ended March 31, 2023. Interest income was in connection with interest generated by funds the Company maintained in its savings account.
Previous report
We had a provision of income tax of $5,493 for the three months ended March 31, 2024, compared to $1,314 for the three months ended March 31, 2023, an increase of $4,179 or 318% from the prior period.
Previous report
We had net income of $125,301 for the three months ended March 31, 2024, compared to net income of $29,969 for the three months ended March 31, 2023, an increase in net income of $95,332 or 318%, mainly due to the $244,580 decrease in cost of goods sold and the $82,575 decrease in general and administrative expenses, offset by the $220,092 decrease in revenues, each as described above.
Previous report
The Company accrued bonus compensation related to services performed in the construction of the custom home to Michael Chavez, a greater than 10% shareholder of the Company, as a consultant to the Company, in the amount totaling $0 and $18,000, for the three months ended March 31, 2024 and 2023, respectively. In addition, during the year ended December 31, 2023, the Company paid $50,000 of the accrued bonus compensation to Mr. Chavez. As of March 31, 2024 and December 31, 2023, the Company has accrued a total of $16,000 in accrued bonus compensation.
Previous report
The Company accrued $37,500 in commission expenses to its Chief Executive Officer and sole board member, Mr. Elijah May, for services performed during the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company has accrued a total of $37,500 in accrued commission compensation to its CEO.
Reworded paragraphs (17)
Previous wording
Our principal executive offices are located at 12343 Hymeadow Drive, Suite 3-A, Austin, Texas 78750, and our telephone number is (512) 407-2623.
Current wording
Our principal executive offices are located at 8605 Santa Monica Boulevard, PMB 36522, Los Angeles, CA 90069, and our telephone number is (512) 407-2623.
Previous wording
On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in Texas, Reliant Custom Homes, Inc. and is attempting to expand its operations in the Austin, Texas area as a custom home builder. To date, the Company has engaged a consultant in connection with custom home builder services, and has purchased land located in Lago Vista, Texas, in the Texas Hill Country, outside of Austin, Texas, on which it has started constructing a custom home which it then plans to sell. Current plans are for the custom home to be approximately 2,300 square feet. In April 2020, the Company obtained a construction loan for $221,000 for the construction costs associated with the build, of which $186,404 was outstanding as of December 31, 2022 and $220,309 was outstanding as of December 31, 2023, which funds were used for building materials purchases. The loan has been renewed and has been extended through July 28, 2024. On May 17, 2024, the Company closed on the sale of it custom home for net expected proceeds of $495,049 after deducting commissions and other fees.
Current wording
On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in Texas, Reliant Custom Homes, Inc. and is attempting to expand its operations in the Austin, Texas area as a custom home builder. To date, the Company has engaged a consultant in connection with custom home builder services, and has purchased land located in Lago Vista, Texas, in the Texas Hill Country, outside of Austin, Texas, on which it has started constructing a custom home which it then plans to sell. Current plans are for the custom home to be approximately 2,300 square feet. In April 2020, the Company obtained a construction loan for $221,000 for the construction costs associated with the build, of which $186,404 was outstanding as of December 31, 2022 and $220,309 was outstanding as of December 31, 2023, which funds were used for building materials purchases. The loan has been renewed and has been extended through July 28, 2024. On May 17, 2024, the Company closed on the sale of the custom home for net proceeds of $495,049 after deducting commissions and other fees.
Previous wording
We had working capital of $244,289 as of March 31, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may however require additional funding in the future to expand or complete acquisitions. Our plan for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise, and, as discussed above, we have closed on the sale of our custom home. As our business continues to grow, customer feedback will be integral in making small adjustments to improve the product and overall customer experience. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.
Current wording
We had working capital of $137,144 as of June 30, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may, however, require additional funding in the future to expand or complete acquisitions. Our plan for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise, and, as discussed above, we have closed on the sale of our custom home. As our business continues to grow, customer feedback will be integral in making small adjustments to improve the product and overall customer experience. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.
Previous wording
For the Three months EndedMarch 31, 2024***, compared to the Three months Ended***March 31, 2023
Current wording
For the Three Months Ended June 30, 2024, compared to the Three Months Ended June 30, 2023
Previous wording
We had cost of goods sold of $274,276 for the three months ended March 31, 2024, compared to cost of goods sold of $518,856 for the three months ended March 31, 2023, a decrease of $244,580 or 47.1% from the prior period.
Current wording
We had cost of goods sold of $721,352 for the three months ended June 30, 2024, compared to cost of goods sold of $210,116 for the three months ended June 30, 2023, an increase of $511,236 or 243.3% from the prior period.
Previous wording
We had a gross margin of $301,482 for the three months ended March 31, 2024, compared to a gross margin of $276,994 for the three months ended March 31, 2023, an increase of $24,488 or 8.8% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 52.4% and 34.8% for the three months ended March 31, 2024, and 2022, respectively. Gross margin as a percentage of revenue increased due to the ability to pass increased costs on to the customers combined with a slight decrease in the average cost of our pools.
Current wording
We had a gross margin of $229,825 for the three months ended June 30, 2024, compared to a gross margin of $170,173 for the three months ended June 30, 2023, an increase of $59,652 or 35.1% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 24.2% and 44.7% for the three months ended June 30, 2024, and 2023, respectively. Gross margin for our pool business as a percentage of revenue was 34.4% and 44.7% for the three months ended June 30, 2024, and 2023, respectively
Previous wording
We had interest expense of $8,057 for the three months ended March 31, 2024, compared to interest expense of $657 for the three months ended March 31, 2023, due to interest paid in connection with loans for Company vehicles, including a car used by our Chief Executive Officer and amounts outstanding on our construction loan, each as described in greater detail under “Liquidity and Capital Resources” below.
Current wording
We had interest expense of $3,135 for the three months ended June 30, 2024, compared to interest expense of $3,065 for the three months ended June, 30 2023, due to interest paid in connection with loans for Company vehicles, including a car used by our Chief Executive Officer and amounts outstanding on our construction loan, each as described in greater detail under “Liquidity and Capital Resources” below.
Previous wording
We had revenue of $575,758 for the three months ended March 31, 2024, compared to revenue of $795,850 for the three months ended March 31, 2023, a decrease of $220,092 or 27.7% from the prior period. We recognize revenue based on the percentage that a job is complete rather than upon completion. As such, total revenue recognized for each period may be different than the product of total completed pools during each period multiplied by the average pool contract price of each pool during such period, as the construction of certain pools may have started in one period and ended in another. Revenue decreased during the current period due to a decrease in pools completed in the current period resulting from a downturn in the demand for in ground swimming pools after the increasing interest rates and the increasing costs making pools un-affordable for most residents in the Company’s operating area.
Current wording
We had revenue of $1,526,935 for the six months ended June 30, 2024, compared to revenue of $1,176,139 for the six months ended June 30, 2023, an increase of $350,796 or 29.8% from the prior period. We recognize revenue of our pools business based on the percentage that a job is complete rather than upon completion. As such, total revenue recognized for each period may be different than the product of total completed pools during each period multiplied by the average pool contract price of each pool during such period, as the construction of certain pools may have started in one period and ended in another. Revenue decreased to 986,935 during the current period compared to $1,176,139 due to a decrease in pools completed in the current period resulting from a downturn in the demand for in ground swimming pools after the increasing interest rates and the increasing costs making pools un-affordable for most residents in the Company’s operating area. In addition, we have revenues of $540,000 from the sale of our first custom home which closed in the six months ended June 30, 2024. We had no comparable sales in the same period 2023.
Previous wording
We had operating expenses consisting solely of general and administrative expenses of $162,878 for the three months ended March 31, 2024, compared to operating expenses consisting solely of general and administrative expenses of $245,453 for the three months ended March 31, 2023. Operating expenses increased by $82,575 or 33.6% from the prior period.
Current wording
We had operating expenses consisting solely of general and administrative expenses of $506,406 for the six months ended June 30, 2024, compared to operating expenses consisting solely of general and administrative expenses of $473,901 for the six months ended June 30, 2023. This was a nominal change in our general and administrative expenses.
Previous wording
We had total assets of $824,282 as of March 31, 2024, consisting of total current assets of $696,179, which included cash of $237,956, accounts receivable of $1,000, and house and real estate inventory of $457,223, and equipment, net of accumulated depreciation, of $83,617 and right-of-use asset of $44,486. Included in real estate inventory as of March 31, 2024 is the value of the land and construction costs incurred to date, which the Company acquired in the third quarter of 2019, and completed the sale on May 17, 2024. Contract assets include estimated earnings in excess of billings on uncompleted contracts. Equipment relates to the vehicle discussed below.
Current wording
We had total assets of $509,624 as of June 30, 2024, consisting of total current assets of $395,167, which included cash of $394,667 and accounts receivable of $500. We also had net equipment assets of 76,348 and right-of-use asset of 38,109. Equipment relates to the vehicle discussed below.
Previous wording
We had total liabilities of $521,535 as of March 31, 2024, which included current liabilities of $451,890, including accounts payable and accrued liabilities of $73,618, accrued liabilities related parties of $53,500, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $71,238, current portion of note payable of $7,486, construction loan of $220,309 and current portion of right-of-use liability of $25,739, and long-term liabilities consisting of a long-term note payable, net of current portion, of $50,898 relating to certain vehicles (discussed below) and $18,747 of right-of-use liability.
Current wording
We had total liabilities of $318,573 as of June 30, 2024, which included current liabilities of $258,023, including accounts payable and accrued liabilities of $47,635, accrued liabilities related parties of $68,138, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $108,206, current portion of note payable of $7,650, and current portion of right-of-use liability of $26,394, and long-term liabilities consisting of a long-term note payable, net of current portion, of $48,740 relating to certain vehicles (discussed below) and $11,810 of right-of-use liability.
Previous wording
On April 28, 2020, the Company secured a construction loan from First United Bank and Trust Company to be used to develop the land purchased in the third quarter of 2019. The loan bears interest at the rate of 6.25% per annum and is currently due on April 28, 2024. As of March 31, 2024, a total of $220,309 was outstanding on the loan.
Current wording
On April 28, 2020, the Company secured a construction loan from First United Bank and Trust Company to be used to develop the land purchased in the third quarter of 2019. The loan bears interest at the rate of 6.25% per annum and is currently due on April 28, 2024. On May 17, 2024, the Company closed on the sale of the custom home and was able to repay the balance of the construction loan in full along with all interest. As of June 30, 2024, the Company had $0 amounts owed under the construction loan.
Previous wording
We had working capital of $244,289 as of March 31, 2024, compared to working capital of $133,503 as of December 31, 2023.
Current wording
We had working capital of $137,144 as of June 30, 2024, compared to working capital of $133,503 as of December 31, 2023.
Previous wording
We had $67,567 of net cash used in operating activities for the three months ended March 31, 2024, as compared to $1,617 of net cash provided by operating activities for the three months ended March 31, 2023. Net cash used in operating activities for the 2024 period was mainly due to $204,013 of contract liabilities offset by $125,301 of net income. For the 2023 period, net cash provided by operating activities was mainly due to $29,969 of net income, $36,000 of stock based compensation, $23,105 of contract assets, and $51,338 of accounts payable, and accrued liabilities, offset by $108,781 of contract liabilities and $46,200 of house and real estate liability.
Current wording
We had $311,447 of net cash provided by operating activities for the six months ended June 30, 2024, as compared to $278,263 of net cash used in operating activities for the six months ended June 30, 2023. Net cash provided by operating activities for the 2024 period was mainly due to net income of $13,605 and $446,427 from the sale of house and real estate inventory offset by $167,045 in contract liabilities. For the 2023 period, net cash used in operating activities was mainly due to a loss of 29,930 and $251,423 in contract liabilities mainly offset by $36,000 in stock based compensation and contract assets of $28,900.
Previous wording
We had $3,854 of cash used in financing activities for the three months ended March 31, 2024, which was due to $3,854 of payments on note payable. We had $18,873 of net cash provided by financing activities for the three months ended March 31, 2023, which was due to $29,508 of proceeds from construction loan offset by $4,405 of payments on note payable and $6,230 of payments on right-of-use liability.
Current wording
We had $226,157 of cash used in financing activities for the six months ended June 30, 2024, which was due $220,309 in repayment of the construct loan and $5,848 from payments on the notes payable. We had $9,978 of net cash provided by financing activities for the six months ended June 30, 2023, which was due to $29,508 of proceeds from construction loan offset by 6,834 of payments on note payable and $12,696 of payments on right-of-use liability.
Previous wording
The costs and expenses of our public reporting obligations are material, and materially affect our quarterly results of operations and profitability. As a result, the Company has initiated a formal review process to evaluate strategic alternatives for the Company. Mr. May, as sole officer and director, is committed to acting in the best interests of the Company, its stockholders and its stakeholders.
Current wording
The costs and expenses of our public reporting obligations are material, and materially affect our quarterly results of operations and profitability. As a result, the Company has initiated a formal review process to evaluate strategic alternatives for the Company. Mr. Zdanow, as sole officer and director, is committed to acting in the best interests of the Company, its stockholders and its stakeholders.
Previous wording
In the future, we or our majority stockholders (including Elijah May, our sole officer and director and Michael Chavez, a significant shareholder of the Company), may enter into transactions with parties seeking to merge and/or acquire us and/or our operations. While we have not entered into any definitive binding acquisition agreements with any such parties to date, in the event that we do enter into such a definitive binding transaction or transactions in the future, our majority stockholders will likely change and new shares of common stock or preferred stock could be issued resulting in substantial dilution to our then current stockholders. As a result, our new majority stockholders may change the composition of our Board of Directors (currently consisting solely of Mr. May) and replace our current management. Any future transaction may also result in a change in our business focus. We have not entered into any definitive acquisition agreements relating to any strategic transaction involving the Company as of the date of this filing and may not enter into such agreements in the future. Any future strategic transaction involving the Company or its operations may have a material effect on our operations, cash flows, results of operations, prospects, plan of operations, the quotation of our common stock on the OTCQB Market, our officers, directors and majority stockholders, and ultimately the value of our securities.
Current wording
In the future, we or our majority stockholders (including Claude Zdanow, our sole officer and director and Michael Chavez, a significant shareholder of the Company), may enter into transactions with parties seeking to merge and/or acquire us and/or our operations. While we have not entered into any definitive binding acquisition agreements with any such parties to date, in the event that we do enter into such a definitive binding transaction or transactions in the future, our majority stockholders will likely change and new shares of common stock or preferred stock could be issued resulting in substantial dilution to our then current stockholders. As a result, our new majority stockholders may change the composition of our Board of Directors (currently consisting solely of Mr. May) and replace our current management. Any future transaction may also result in a change in our business focus. We have not entered into any definitive acquisition agreements relating to any strategic transaction involving the Company as of the date of this filing and may not enter into such agreements in the future. Any future strategic transaction involving the Company or its operations may have a material effect on our operations, cash flows, results of operations, prospects, plan of operations, the quotation of our common stock on the OTCQB Market, our officers, directors and majority stockholders, and ultimately the value of our securities.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
We had revenue of $951,177 for the three months ended June 30, 2024, compared to revenue of $380,289 for the three months ended June 30, 2023, an increase of $570,888 or 150.1% from the prior period. We recognize revenue based on the percentage that a job is complete rather than upon completion for our Pools business. As such, total revenue recognized for each period may be different than the product of total completed pools during each period multiplied by the average pool contract price of each pool during such period, as the construction of certain pools may have started in one period and ended in another. Revenue increased to $411,177 during the current period from $380,289 due to an increase in pools completed in the current period. In addition, we have revenues of $540,000 from the sale of our first custom home which closed in the three months ended June 30, 2024. We had no comparable sales in the same period 2023.
Current report — wording carried from elsewhere
Cost of goods sold of our pool business represents our pool construction costs, including raw materials, outsourced labor, installed equipment, tile and coping expenses, excavation costs and permit expenses. We anticipate our cost of goods sold increasing in approximate proportion to increases in revenue and decreasing in approximate proportion to decreases in revenue, moving forward, as our cost of goods sold are factored into the price we charge for our pools and represent the cost of pool construction, the majority of which is not fixed and varies depending on the total number of pools and construction projects we complete during each period and the size and complexity of such projects.
Current report — wording carried from elsewhere
We had operating expenses consisting solely of general and administrative expenses of $343,528 for the three months ended June 30, 2024, compared to operating expenses consisting solely of general and administrative expenses of $228,448 for the three months ended June 30, 2023, representing an increase of $115,080 or 50.4%. This increase was related to commission paid upon closing of the custom home.
Current report — wording carried from elsewhere
We had a gross margin of $531,307 for the six months ended June 30, 2024, compared to a gross margin of $447,167 for the six months ended June 30, 2023, an increase of $84,140 or 18.8% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 34.8% and 38.0% for the six months ended June 30, 2024, and 2023, respectively. Gross margin for our pool business as a percentage of revenue was 34.4% and 44.7% for the three months ended June 30, 2024, and 2023, respectively
Current report — wording carried from elsewhere
We had interest expense of $11,192 for the six months ended June 30, 2024, compared to interest expense of $3,722 for the six months ended June, 30 2023, due to interest paid in connection with loans for Company vehicles, including a car used by our Chief Executive Officer and amounts outstanding on our construction loan, each as described in greater detail under “Liquidity and Capital Resources” below.