The following discussion of the Company's historical performance and financial condition should be read together with the consolidated financial statements and related notes in "Item 8. Financial Statements and Supplemental Data" of this Report. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management, see "Cautionary Statement Regarding Forward-Looking Information". These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See "Item 1A. Risk Factors" of this report for the discussion of risk factors.

Summary of The Information Contained in Management's Discussion and Analysis of Financial Condition and Results of Operations

Our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:





    ?   Plan of Operations. A description of our plan of operations for the next
        12 months including required funding.

    ?   Results of Operations. An analysis of our financial results comparing the
        years ended December 31, 2022, and 2021.

    ?   Liquidity and Capital Resources. An analysis of changes in our
        consolidated balance sheets and cash flows and discussion of our financial
        condition.

    ?   Critical Accounting Policies and Estimates. Accounting estimates that we
        believe are important to understanding the assumptions and judgments
        incorporated in our reported financial results and forecasts.





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Plan of Operations



We had working capital of $36,255 as of December 31, 2022. 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 also purchased a homesite on which we are in the process of constructing a custom home, which we then plan to sell. 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.





Results of Operations


For the Year Ended December 31, 2022, Compared to the Year Ended December 31, 2021

We had revenue of $4,616,404 for the year ended December 31, 2022, compared to revenue of $2,796,138 for the year ended December 31, 2021, an increase of $1,820,266 or 65.1% 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 increased during the current period due to an increase in pool count during the comparable periods and general timing of contracts as well as the higher priced pools being completed in the current period. We have seen an increase in the demand for pools since March 2020, which we believe is due to more people working from home due to the COVID-19 pandemic.

We had cost of goods sold of $3,324,213 for the year ended December 31, 2022, compared to cost of goods sold of $2,158,969 for the year ended December 31, 2021, an increase of $1,165,244 or 54.0% from the prior period.






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Cost of goods sold increased mainly due to an increase in plaster, pool equipment, masonry, stone and tile and labor costs, mainly due to increased costs of materials and labor due to supply constraints and increases in pricing due to inflation. 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, costs of goods sold for the year ended December 31, 2022, were higher than for the year ended December 31, 2021, due to an increase in the number of pools we are building and an overall increase in material and labor costs due to inflation and in certain cases supply constraints. The expenses which attributed to the increase in cost of goods sold for the year ended December 31, 2022, compared to the year ended December 31, 2021, included:





                             For the Year       For the Year
                                Ended              Ended
Cost of Goods Sold           December 31,       December 31,      Increase /       Percentage
Expense                          2022               2021          (Decrease)         Change
Cost of decking             $      430,208     $      323,217     $   106,991             33.1 %
Plaster used in the
construction of pools              217,110            127,108          90,002             70.8 %
Gunite used in the
construction of pools              330,622            252,293          78,329             31.0 %
Pool equipment used to
filter and circulate the
water used in our pools            502,595            297,644         204,951             68.9 %
Masonry, stone and tile
installed in and around
our pools and coping
expenses associated
therewith                          521,764            230,754         291,010            126.1 %
Excavation and steel
expenses                           376,831            342,322          34,509             10.1 %
Other, including labor             945,084            585,630         359,453             61.4 %
Total                       $    3,324,213     $    2,158,969     $ 1,165,244             54.0 %



Cost of goods sold 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.

We had a gross margin of $1,292,191 for the year ended December 31, 2022, compared to a gross margin of $637,169 for the year ended December 31, 2021, an increase of $655,022 or 102.8% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 28.0% and 22.8% for the year ended December 31, 2022, and 2021, 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 average cost of our pools.

We had operating expenses consisting solely of general and administrative expenses of $940,978 for the year ended December 31, 2022, compared to operating expenses consisting solely of general and administrative expenses of $1,122,899 for the year ended December 31, 2021 (including $349,333 of stock-based expenses described below under "Liquidity and Capital Resources"). Operating expenses decreased by $181,921 or 16.2% from the prior period mainly due to the stock-based compensation expenses in the 2021 period, as discussed in greater detail below.






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We had interest income of $837 for the year ended December 31, 2022, compared to interest income of $112 for the year ended December 31, 2021. Interest income was in connection with interest generated by funds the Company maintained in its savings account.

We had interest expense of $3,536 and $1,156, for the years ended December 31, 2022 and 2021, respectively, 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.

We had a gain on forgiveness of debt of $51,577 for the year ended December 31, 2021, compared to no gain or loss on the forgiveness of debt for the year ended December 31, 2022. The gain on forgiveness of debt for the three months ended December 31, 2021, was in connection with the forgiveness of the PPP Note as discussed below under "Liquidity and Capital Resources".

We had a $14,638 provision for taxes for the year ended December 31, 2022, compared to $0 for the year ended December 31, 2021.

We had net income of $333,876 for the year ended December 31, 2022, compared to a net loss of $435,197 for the year ended December 31, 2021, an increase in net income of $769,073 or 176.7%, mainly due to the $1,820,266 increase in revenues and $181,921 decrease in general and administrative expenses, offset by the $1,165,244 increase in cost of goods sold and $51,577 decrease in gain on forgiveness of debt, each as described above.

Liquidity and Capital Resources

We had total assets of $751,246 as of December 31, 2022, consisting of total current assets of $675,848, which included cash of $282,621, house and real estate inventory of $339,074, contract assets of $30,571, prepaid expenses of $22,177 and other current assets of $1,405, and equipment, net of accumulated depreciation, of $42,878 and right-of-use asset of $32,520. Included in real estate inventory as of December 31, 2022 is the value of the land and construction costs incurred to date, which the Company acquired in the third quarter of 2019, and is currently building a custom home on, as discussed above. Contract assets include estimated earnings in excess of billings on uncompleted contracts. Equipment relates to the vehicle discussed below.

We had total liabilities of $649,240 as of December 31, 2022, which included current liabilities of $639,593, including accounts payable and accrued liabilities of $81,246, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $336,373, current portion of note payable of $9,630, construction loan of $186,404, and current portion of right-of-use liability of $25,940, and long-term liabilities consisting of a long-term note payable, net of current portion, of $2,864 relating to certain vehicles (discussed below) and $6,783 of right-to-use liability.

The Company compensated Michael Chavez, a greater than 10% stockholder of the Company, as a consultant to the Company, in the amount totaling $66,000 and $117,000, for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company owed Mr. Chavez $48,000 and $0, respectively, in accrued compensation, which is included in accounts payable and accrued liabilities on the Company's balance sheet.

On February 11, 2020, we purchased a Hyundai Genesis G80. The Vehicle had a total purchase price of $50,616, including $11,000 which was paid as a down payment in cash. We entered into a term note, secured by the vehicle, for the remaining amount of the purchase price, which amount accrues interest at the rate of 3.99% per annum and is payable at the rate of $660 per month through maturity on February 27, 2025.

On October 26, 2021, we purchased a Nissan Rogue for use by Mr. May. The vehicle had a total purchase price of $29,931, including $10,000 which was paid as a down payment in cash. We entered into a term note, secured by the vehicle, for the remaining amount of the purchase price, which amount accrues interest at the rate of 6.54% per annum and is payable at the rate of $336 per month through maturity on May 26, 2027.






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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 is in the amount of $221,000, bears interest at the rate of 6.25% per annum and is currently due on April 28, 2023. As of December 31, 2022, a total of $186,404 was outstanding on the loan. The Company is currently in discussions to extend the loan.

On May 11, 2020, we (through Reliant Pools) received a loan (the "Loan") from Wells Fargo Bank N.A. (the "Lender") in the principal amount of $51,113, pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was enacted on March 27, 2020. The Loan was evidenced by a promissory note (the "Note"), dated effective May 4, 2020, issued by the Company to the Lender. The Note was unsecured, was to mature on May 4, 2022, and accrued interest at a rate of 1.00% per annum, payable monthly commencing on November 2, 2020, following an initial deferral period as specified under the PPP. Proceeds from the Loan were available to the Company to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest could be forgiven to the extent Loan proceeds were used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP (including that up to 60% of such Loan funds were used for payroll). The Company used the entire Loan amount for designated qualifying expenses and applied for forgiveness of the respective Loan in accordance with the terms of the PPP. On April 27, 2021, the Company was notified that the outstanding principal and accrued interest for the PPP Loan was forgiven in full by the SBA.

We had working capital of $36,255 as of December 31, 2022, compared to a working capital deficit of $262,518 as of December 31, 2021.

We had $200,148 of net cash used by operating activities for the year ended December 31, 2022, as compared to $169,110 of net cash provided by operating activities for the year ended December 31, 2021. Net cash used by operating activities for the 2022 period was mainly due to $293,353 of cash used for house and real estate inventory and $247,353 of decrease in contract liabilities, offset by $333,876 of net income. For the 2021 period, net cash provided by operating activities was mainly due to $349,333 of stock-based compensation and $316,570 of increase in contract liabilities, offset by $435,197 of net loss and $51,577 of gain on forgiveness of debt. Stock based compensation includes the issuance, on January 27, 2021, of 700,000 shares of restricted common stock to Elijah May, our sole officer and director, 200,000 shares of restricted common stock to Joel Hefner, the Vice President of Reliant Pools, a non-executive officer position, and 700,000 shares of restricted common stock to Michael Chavez, a consultant to the Company, each in consideration for services rendered. The shares were valued at $0.20 per share, the closing price of the Company's stock on January 27, 2021.

We had $0 of net cash used in investing activities for the year ended December 31, 2022, compared to $10,703 of cash used in investing activities for the year ended December 31, 2021, which related to the purchase of property and equipment.

We had $142,773 of net cash provided by financing activities for the year ended December 31, 2022, which was mainly due to $186,404 of proceeds from our construction loan offset by $25,529 of payments on the notes payable related to our vehicle loans and $18,102 of payments on right-of-use liability, as compared to $10,978 of cash used in financing activities for the year ended December 31, 2021, which was due to payments on our vehicle loans.

We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.






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Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company's discussion and analysis of its financial condition and operating results require the Company's management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.





Revenue Recognition


On January 1, 2018, we adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("new revenue standard") to all contracts using the modified retrospective method. The adoption of the new revenue standard had no material impact on our consolidated financial statements as it did not require a change in revenue recognition. As such, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Revenue is recognized based on the following five step model:





  - Identification of the contract with a customer




  - Identification of the performance obligations in the contract




  - Determination of the transaction price




    -   Allocation of the transaction price to the performance obligations in the
        contract




    -   Recognition of revenue when, or as, the Company satisfies a performance
        obligation



All of the Company's revenue is currently generated from the design and installation of swimming pools. As such no further disaggregation of revenue information is provided.





Performance Obligations



A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

Performance Obligations Satisfied Over Time

Revenue for our contracts that satisfy the criteria for over time recognition is recognized as the work progresses. The majority of our revenue is derived from construction contracts and projects that typically span between 4 to 12 months. Our construction contracts will continue to be recognized over time because of the continuous transfer of control to the customer as all of the work is performed at the customer's site and, therefore, the customer controls the asset as it is being constructed. Contract costs include labor, material, and indirect costs.






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Performance Obligations Satisfied at a Point in Time

Revenue for our contracts that do not satisfy the criteria for over time recognition is recognized at a point in time. Substantially all of our revenue recognized at a point in time is for work performed for pool maintenance or repairs. Unlike our construction contracts that use a cost-to-cost input measure for performance, the pool maintenance or repairs utilize an output measure for performance based on the completion of a unit of work. The typical time frame for completion of these services is less than one month. Upon fulfillment of the performance obligation, the customer is provided an invoice (or equivalent) demonstrating transfer of control or completion of service to the customer. We believe that point in time recognition remains appropriate for these contracts and will continue to recognize revenues upon completion of the performance obligation and issuance of an invoice.

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.





Backlog


On December 31, 2022, we had approximately $1,560,271 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during 2023.





Contract Estimates


Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors.





Variable Consideration


Transaction prices for our contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. No adjustment on any one contract was material to our consolidated financial statements for the year ended December 31, 2022, or 2021.






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Contract Balances


The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On our construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period.

The Company recognizes revenue from the design and installation of swimming pools.

Accounts Receivable and Allowances. The Company does not charge interest to its customers and carries its customers' receivables at their face amounts, less an allowance for doubtful accounts. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. Based on the Company's experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, the Company classifies all accounts receivable, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year.

The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written-off against the allowance for doubtful accounts.

Classification of Construction Contract-related Assets and Liabilities. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying consolidated balance sheets. The Company's contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. The vast majority of these balances are settled within one year.

Equipment. Equipment, consisting mainly of vehicles, is stated at cost. The Company depreciates the cost of equipment using the straight- line method over the estimated useful lives of the assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. The cost of maintenance and repairs is charged to operations as incurred; significant renewals improvements are capitalized. During the years ended December 31, 2022 and 2021, depreciation expense was $15,619 and $10,359, respectively. The estimated useful lives of the Company vehicles are five years.

Recently Issued Accounting Standards

For more information on recently issued accounting standards, see "Note 1. The Company and Summary of Significant Accounting Policies" to the Notes to Consolidated Financial Statements included herein under "Item 8. Financial Statement and Supplemental Data".

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