Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
BUY ITRO !!
My daughter just looked at my average cost and where
this PRICE has dropped and lost her mind. Am I the only
one who has kids like this?
Good luck all. I'll start out today with a small buy and
hopefully add some if this company takes off in the coming
days.
I need to see this stock trade at 50 cents plus
for more than a month.
I think I'LL wait for a solid up trend before investing.
On this surface this looks like a buy. Thank you for
your input.
This stock appears to be in a negative trend. Is there any
reason to believe that this stock will rebound?
Wishing didn't help me
Better bargains ahead. You'll see .0019 today easily.
To file a complaint, go here,
https://tts.sec.gov/acts-ics/do/complaint
All Stockholders should file a complaint against this
activity, Something is very wrong here.
PSPP Holdings, Inc. Appoints New Board of Directors, Reinstalls Kyle Gotshalk as President
LOS ANGELES, CA, Oct 05, 2007 (MARKET WIRE via COMTEX) -- PSPP Holdings, Inc. (OTCBB: PSPJ), a financial services company that is establishing an international banking network to facilitate electronic remittance, mobile banking, e-benefits, and stored value and pre paid card solutions, announced today that the company has formed a new Board of Directors (BOD) and has reinstalled Kyle Gotshalk as President.
The company stated that in an effort to move the company's business forward, BOD actions included the following measures:
1. Removed Larry Wilcox as Chairman and CEO of PSPP Holdings, Inc. and also removed Mr. Wilcox as an officer of Esafe, the company's wholly owned subsidiary.
2. Reinstated Kyle Gotshalk as President.
3. Reinstated Cherish Adams as Secretary and Treasurer of the Corporation.
4. Frank Tavella was named as the company's new Executive Vice-President.
PSPP Holdings' President Kyle Gotshalk stated, "We felt it was imperative that actions be taken to help circumvent the cause of the recent collapse in the price of the company's stock. We feel we have now installed some extremely adept talent to move PSPP forward and will add additional personnel as time progresses to help assure the success of the company. When I resigned as President of PSPP to take the helm of another business, PSPJ's stock price was above 60 cents per share. It is now under 5 cents per share. Esafe, under the direction of Larry Wilcox, has received over one million dollars in funding but has continued to fail to meet promised benchmarks. It gets worse too. Wilcox has failed to produce records of the expense and payroll accounts of Esafe. We did not feel shareholders should tolerate such behavior for one day longer."
Gotshalk added, "UCHUB, a majority shareholder, refuses to verify the 22,890,000 restricted shares which should still be in its possession. Our management now suspects that some of these shares have been used for hypothecation and funding purposes. In addition, the affiliate accusations that 'consultant' David Osterower and former CEO Larry Wilcox have made against me and the other founders of the company have been referred to our Legal Counsel. The affiliate shares that have been referred to by Osterower and Wilcox, under false accusations, have come nowhere near allowed sales under Rule 144, at any time. The company will issue additional press releases regarding these issues in the future."
About PSPP Holdings, Inc:
PSPP Holdings provides the transaction-based business of electronic payments and related digital banking in two continents today: North America and Africa, utilizing MasterCard International and Visa, as well as local banks which enable settlement of funds in local currency. With strategic relationships in place and with its own proprietary processing software code, PSPP Holdings is committed to delivering speed to market, continuous innovation, significant savings, convenience, and benefits to its customers, cardholders, employees, and investors.
PSPP Holdings, Inc. is headquartered in Los Angeles, California and is a financial services company that is establishing an international banking network to facilitate electronic remittance, mobile banking, e-benefits, and stored value and pre paid card solutions.
ReBuilder Medical Technologies, Inc. Signs Agreement for Distribution in Maine
Tuesday September 18, 4:06 pm ET
CHARLES TOWN, W.V., Sept. 18 /PRNewswire-FirstCall/ -- ReBuilder Medical Technologies, Inc. (Pink Sheets: RBRM - News) today announced the appointment of Foot-O-Pedics to be the exclusive distributor of its ReBuilder System for diabetic Peripheral Neuropathy in Maine.
ADVERTISEMENT
(Logo: http://www.newscom.com/cgi-bin/prnh/20061128/REBUILDERLOGO)
Foot-O-Pedics is a family-owned and operated business that prides itself in providing quality products and customer service. "We will commit to advertising the products in newspapers, TV and possibly radio," says Larry Gowell, President of Foot-O-Pedics. "We will also use direct mail to invite residents of Maine into our offices for a free demonstration of the ReBuilder."
David B. Phillips, Ph.D., CEO of ReBuilder Medical Technologies, Inc. said, "We are pleased to add Foot-O-Pedics to our growing line of distributors and exclusively in Maine. They have a fantastic reputation and we have found that local representation and a personal demonstration lends credibility to our older customers who suffer from pain and tingling in their feet."
More information can be found about Foot-O-Pedics at http://www.footopedics.com.
About ReBuilder Medical Technologies, Inc.:
ReBuilder Medical Technologies, Inc is an emerging medical device manufacturer of innovative technologies founded by world renowned medical device inventor David B. Phillips, Ph.D. ReBuilder Medical's flagship product is its FDA registered ReBuilder System for treating peripheral neuropathy. Unlike current therapies for neuropathy which focus on prescription drugs with powerful side effects, the ReBuilder System is a portable, battery powered medical product that provides a new non-surgical treatment which is non-invasive, has no side effects and can actually strengthen muscles while increasing blood flow.
ReBuilder Medical also manufactures the Phillips Molluscum Treatment system for treating the skin disease Molluscum Contagiosum which primarily affects children. This system uses micronized, amorphous silver ions to disable the molluscum virus without side effects. The company is currently performing research and development on a number of other products as well.
Dr. Phillips is CEO of ReBuilder Medical Technologies, Inc. located in Charles Town, WV. He is best known for inventing the very first infrared ear thermometer. Dr. Phillips also was responsible for the GST System for the early detection of breast cancer and the AcuPen, which detects acupuncture points and then treats them.
More information on ReBuilder Medical and its products can be found at: http://www.rebuildermedical.com.
Safe Harbor: This letter contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to successfully implement its turnaround strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this letter will prove to be accurate. In light of the significant uncertainties inherent in the forward- looking statements included herein, the inclusion of such information should not be regarded as representation by the Company or any other person that the objectives and plans of the Company will be achieved. In assessing forward- looking statements included herein, readers are urged to carefully read those statements. When used in the Annual Report on Form 10-K, the words "estimate," "anticipate," "expect," "believe," and similar expressions are intended to be forward-looking statements.
--------------------------------------------------------------------------------
Source: ReBuilder Medical Technologies, Inc.
Well ,at least we've got a 50 point cut in the fed
funds rate and the discount window
Bush Will Expand Government Role to Deal With Subprime Crisis
By Holly Rosenkrantz
Aug. 31 (Bloomberg) -- President George W. Bush today will announce steps the administration says will help people with subprime mortgages keep their homes.
Bush will let the Federal Housing Administration, which insures mortgages for low-and middle-income borrowers, guarantee loans for delinquent borrowers, allowing them to avoid foreclosure and refinance at more favorable rates, according to an administration official.
The change would affect borrowers who are at least 90 days behind in payments and let them continue living in their homes, the official said on condition of anonymity. Bush, in a statement in the White House Rose Garden, also will back proposals to provide tax relief for homeowners who refinance.
Tighter credit and higher borrowing costs threaten the housing market, which has been an engine of U.S. economic growth. Democrats in Congress and the party's presidential candidates have criticized Bush for not taking action to prevent the spread of foreclosures.
The president still opposes Democratic calls to let Fannie Mae and Freddie Mac, the two largest U.S. mortgage finance companies, boost purchases of mortgages as a way to ease lending constraints, White House spokesman Tony Fratto said.
Bush's proposals will address ways ``to prevent these kinds of problems from arising in the future,'' Fratto said.
Home Resales
U.S. home resales fell in July to an annual pace of 5.75 million, the slowest since November 2002, the National Association of Realtors reported on Aug. 27. Sales have declined for five consecutive months.
About 14 percent of banks raised standards for mortgages to their most creditworthy borrowers and 56 percent made it more difficult for people with limited or tainted records to get loans, according to a Federal Reserve survey of senior loan officers in mid-July.
Among the plans Bush will announce is a joint initiative of the Treasury and Housing and Urban Development departments to identify people who are at risk of defaulting on their mortgages, the official said.
Bush wants the government to work with lenders, insurers and others to develop more favorable loan products for those borrowers, the administration official said.
Congressional Plans
Congress also is looking at ways to minimize the fallout from the collapse of the subprime mortgage market, including rising numbers of foreclosures among borrowers with poor credit or high debt. Democratic presidential candidates also are pushing for action to stem the number of foreclosures.
Christopher Dodd of Connecticut, chairman of the Senate Banking Committee, said in an interview with CNBC last week that he plans to move legislation next month that would expand the FHA's role to ``provide additional avenues for people to get cheaper, reasonable, safer credit'' without relying on subprime loans.
Senator Hillary Clinton, a New York Democrat, said this month she planned to introduce legislation that would ban penalties for people who pay off mortgages early and require federal registration of mortgage brokers.
An administration proposal to give low-income homebuyers an alternative to subprime loans last month was greeted skeptically by Republican senators and congressional auditors, who said it might be too risky.
The FHA's plan to lower down payments and boost loan limits in its lending program doesn't include a pilot project or consider the impact on African-Americans, Senator Elizabeth Dole, a North Carolina Republican, told the Senate Banking Committee last month.
Risks
The FHA is trying to steer borrowers away from subprime mortgages that often carry higher fees and interest rates. The administration plan would also give the government flexibility to charge different premiums based on buyers' risk.
Bush is holding to his position outlined earlier this month that Congress should first strengthen oversight of Fannie Mae and Freddie Mac before letting the government- sponsored enterprises exceed their current regulatory limits on mortgage holdings.
Fannie Mae and Freddie Mac have said they can help market liquidity by being allowed to buy more of the mortgages and mortgage bonds shunned by investors.
To contact the reporter on this story: Holly Rosenkrantz in Washington at hrosenkrantz@bloomberg.net
Last Updated: August 31, 2007 00:00 EDT
Finally, I can get bact to sleep!
Well it may or may not be RFNS, but thanks
for the buys just the same.
I'd like to see Reliant buying back some shares, as we've
supported RFNS with our blood.
Quarter Statement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RELIANT HOME WARRANTY CORPORATION
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended June 30, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ____________
Commission files number 000-29827
RELIANT FINANCIAL SERVICE CORPORATION
(Exact name of small business issuer as specified in its charter)
Florida 65-0656668
------------------------------- ---------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
No.)
80 Carlouren Drive Suite 23
Woodbridge, Ontario L4L 7Z5
------------------------------------
(Address of principal executive offices)
905-264-0168
(Issuer's telephone number)
APPICABLE ONLY TO CORPORATE ISSUERS
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE: Aug 19, 2007-110,099,002
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
PART I
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis or Plan of Operation 13
Item 3 Controls and Procedures 19
PART II
Item 1. Legal Proceedings 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits 20
-2-
--------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
Reliant Home Warranty Corporation
(A Development Stage Company)
Consolidated Balance Sheet
June 30, 2007
Assets
Current assets
Cash $ 51,739
Prepaid expenses and other current assets 112,305
------------
Total current assets 164,044
------------
Mortgages receivable 1,040,864
Loan costs 75,230
Other assets 5,642
------------
Total other assets 1,121,736
------------
Total assets $ 1,285,780
============
Liabilities
Current liabilities
Accounts payable and accrued liabilities $ 141,960
Mortgages payable 958,397
Prepaid sales and deposits 101,831
Loan payable to related party 1,019,447
Due to related parties 389,958
------------
Total current liabilities 2,611,593
Commitments & contingencies
Shareholders' Equity (Deficit)
Common stock (note 3)
$0.001 par value; 200,000,000 shares authorized, 110,099
110,099,002 shares issued and outstanding
Additional paid-in capital 6,644,389
Common stock purchase warrant 4,299,266
Accumulated deficit during the development stage (12,484,628)
Accumulated other comprehensive loss 105,061
------------
Total shareholders' (deficit) (1,325,813)
------------
Total liabilities and shareholders' equity $ 1,285,780
============
The accompanying notes are an integral part of these financial statements
-3-
--------------------------------------------------------------------------------
Reliant Home Warranty Corporation
(A Development Stage Company)
Consolidated Statements of Shareholders' Equity (Deficit)
For the periods from January 21, 2004 (date of inception) through June 30, 2007
Accumulated
Common Accumulated Deficit Total
Additional Stock Other During Shareholders'
Common Stock Paid-In Purchase Comprehensive Development Equity
Shares Par Value Capital Warrants Income (Loss) Stage (Deficit)
------------ ------------ ------------ ---------- ------------ ------------ ------------
Balance - January 21, 2004
(date of inception) (Note 3) 2,019,782 $ 2,020 $ 12,955 -- -- -- 14,975
============ ============ ============ ========== ============ ============ ============
Foreign currency translation -- -- -- -- (696) (696)
Net Loss 2004 -- -- -- -- -- (8,455) (8,455)
------------ ------------ ------------ ---------- ------------ ------------ ------------
Balance - December 31, 2004 2,019,782 2,020 12,955 -- (696) (8,455) 5,824
============ ============ ============ ========== ============ ============ ============
Shares issued for acquisition of --
1604494 Ontario Inc 76,000,000 76,000 705,891 -- -- -- 781,891
Foreign currency translation -- -- -- -- (5,335) -- (5,335)
Net Loss 2005 -- -- -- -- (938,752) (938,752)
------------ ------------ ------------ ---------- ------------ ------------ ------------
Balance December 31, 2005 78,019,782 78,020 718,846 -- (6,031) (947,207) (156,372)
============ ============ ============ ========== ============ ============ ============
Shares issued
for consulting service 8,000,000 8,000 1,432,000 -- -- -- 1,440,000
Issuance warrants to Lauras fund 4,299,266 -- -- 4,299,266
Shares issued to Laurus 2,167,987 2,168 1,056,102 -- -- -- 1,058,270
Shares issued to Laurus 22,957 23 11,183 -- -- -- 11,206
Shares issued to various customers 638,276 638 65,008 -- -- -- 65,646
Foreign currency translation -- -- -- -- 8,447 -- 8,447
Net loss for 2006 -- -- -- -- (7,729,609) (7,729,609)
------------ ------------ ------------ ---------- ------------ ------------ ------------
Balance Dec 31, 2006 88,849,002 88,849 3,283,139 4,299,266 2,416 (8,676,816) (1,003,146)
============ ============ ============ ========== ============ ============ ============
Shares issued for consulting service 19,000,000 19,000 3,081,000 -- -- -- 3,100,000
Shares issued for consulting service 250,000 250 42,250 -- -- -- 42,500
Shares issued for consulting service 2,000,000 2,000 238,000 -- -- -- 240,000
Foreign currency translation -- -- -- -- 102,645 -- 102,645
Net loss for six months 2007 -- -- -- -- -- (3,807,812) (3,807,812)
------------ ------------ ------------ ---------- ------------ ------------ ------------
Balance June 30, 2007 110,099,002 $ 110,099 $ 6,644,389 $4,299,266 $ 105,061 $(12,484,628) $ (1,325,813)
============ ============ ============ ========== ============ ============ ============
The accompanying notes are an integral part of these financial statements
-4-
--------------------------------------------------------------------------------
Reliant Home Warranty Corporation
(A Development Stage Company)
Consolidated Statements of Operations
Periods ended June 20, 2007 and 2006 and cumulative from the period
January 21, 2004 (date of inception) through June 30, 2007
Cumulative from
Three months ended June 30, Six months ended June 30, Inception through
2007 2006 2007 2006 June 30, 2007
------------ ------------ ------------ ------------ ------------
Revenue -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Operating Expenses:
Wages & salaries 81,138 16,317 177,810 16,317 431,615
Professional fees 23,086 60,477 48,368 63,076 301,409
Consulting fees 1,562,928 8,276 3,451,436 1,461,276 5,139,306
General & administrative expenses 7,448 9,720 29,612 12,614 221,417
Amortization 17,948 148,778 17,948 148,778 5,373,982
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 1,692,548 243,568 3,725,174 1,702,061 11,467,729
------------ ------------ ------------ ------------ ------------
Loss from Operations (1,692,548) (243,568) (3,725,174) (1,702,061) (11,467,729)
Interest expenses (41,906) (6,489) (82,638) (6,489) (206,899)
Discontinued operations -- -- -- -- (810,000)
------------ ------------ ------------ ------------ ------------
Loss before Income Taxes (1,734,454) (250,057) (3,807,812) (1,708,550) (12,484,628)
Provision for income taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net Loss (1,734,454) (250,057) (3,807,812) (1,708,550) (12,484,628)
Foreign currency translation adjustment 65,362 349 102,645 (319) 105,061
------------ ------------ ------------ ------------ ------------
Total Comprehensive Loss (1,669,092) (249,708) (3,705,267) (1,708,869) (12,379,567)
============ ============ ============ ============ ============
Net Loss
Per common share-Basic (0.02) (0.00) (0.04) (0.02)
Per common share diluted (0.02) (0.00) (0.04) (0.02)
Weighted average number of shares
outstanding during the period - Basic 103,096,789 80,775,338 100,694,379 83,412,047
outstanding during the period - Diluted 139,225,075 80,775,338 136,822,665 87,803,331
The accompanying notes are an integral part of these financial statements
-5-
--------------------------------------------------------------------------------
Reliant Home Warranty Corporation
(A Development Stage Company)
Consolidated Statements Cash Flows
Periods Ended June 30, 2007 and 2006 and Cumulative
from the period January 21, 2004 (date of inception) through June 30, 2007
Cumulative
from
Inception
Six months ended June 30, through
2007 2006 June 30, 2007
------------ ------------ ------------
Cash Flows from Operating Activities:
Net Loss $ (3,807,812) $ (1,708,550) $(12,484,628)
Adjustments to reconcile net loss to net cash
used by operating activities:
Warrants issued to Laurus -- -- 4,299,266
Shares issued for consulting fees 3,382,500 1,440,000 4,822,500
Amortization of loan costs 17,948 148,778 17,948
Discontinued operations 810,000 Change in working capital accounts:
Accounts payable & accrued liabilities (57,174) 32 141,960
Prepaid expenses (31,771) (4,480) (112,305)
Other assets (493) (216) (5,642)
Prepaid sales and deposits 101,831 -- 101,831
------------ ------------ ------------
Net cash used in operating activities (394,971) (124,436) (2,409,070)
------------ ------------ ------------
Cash Flow from Investing Activities
Mortgage receivable loans (583,727) -- (1,040,864)
------------ ------------ ------------
Cash Flow from Financing Activities:
Payment of loan costs (93,178) (1,056,768) (93,178)
Loan payable to related party, net (11,695) -- 1,019,447
Proceeds from credit line -- 1,056,768 --
Mortgage payable 523,745 -- 958,397
Proceed from sale of shares 25,646 -- 1,121,988
Proceeds from related company debt 235,461 129,563 389,958
------------ ------------ ------------
Net cash provided by financing activities 679,979 129,563 3,396,612
------------ ------------ ------------
Net Decrease in Cash (298,719) 5,127 (53,322)
Foreign exchange on cash balances 102,645 (319) 105,061
------------ ------------ ------------
(196,074) 4,808 51,739
Cash beginning period 247,813 -- --
------------ ------------ ------------
Cash end of period $ 51,739 $ 4,808 $ 51,739
============ ============ ============
The accompanying notes are an integral part of these financial statements
-6-
--------------------------------------------------------------------------------
Reliant Home Warranty Corporation
(a development stage company)
Notes to financial statements
June 30, 2007
1. Organization and Development Stage Activities
Organization
Reliant Home Warranty Corporation, formerly Dialex Minerals Inc, (the "Company") was incorporated in the State of Florida on December 18, 1995, under the trade name of Ronden Vending Corp. On March 24, 2005, the Company entered into a stock exchange agreement with BSA Group Limited, in trust as trustee for the stockholders of 1604494 Ontario Inc, an Ontario Corporation incorporated on January 21, 2004. Under this agreement, the Company exchanged 76,000,000 common shares for 100% of the issued and outstanding stocks of 1604494 Ontario Inc. As a result of the stock exchange, the Company obtained control over 1604494 Ontario Inc. Legally the Company is the parent of 1604494 Ontario Inc., however, as a result of the stock exchange, control of the combined companies passed to the stockholders of 1604494 Ontario Inc., which for accounting purposes is deemed to be the acquirer under reverse merger. As such, the financial statements present the financial position as of June 30, 2007 and the results of operations for the six month periods ended June 30, 2007 and 2006, and for the period from inception (January 21, 2004) through June 30, 2007, of 1604494 Ontario Inc. under the name of the Company. The reverse merger was recorded as a recapitalization of the Company, with the net assets of the 1604494 Ontario Inc. and the Company brought forward at their historical basis. The costs associated with the reverse merger were expensed as incurred.
Development Stage Activities
Upon completion of the reverse merger, the Company changed the nature of its business to offering a proprietary line sub prime residential mortgage programs, designed for marketing to purchasers and refinancers of residential real estate. While the Company became operational and committed full scale of solicitation of sub-prime Canadian based mortgage applications, in recognition of the downturn in the U.S. sub prime residential market and the potential for development affecting an otherwise healthy Canadian market, the Company prudently delayed processing and closing other than a few applications. As a result the Company was able to fully test and tweak its system while avoiding the misfortune that occurred in the U.S. market and latterly to a lesser extent the Canadian one.
2. Summary of Significant Accounting Policies
a) Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report to Stockholders on amendment No.1 Form 10-KSB for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission.
-7-
--------------------------------------------------------------------------------
b) Unit of Measurement
The United States currency is being used as the unit of measurement in these consolidated financial statements.
c) Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and cash deposited with financial institutions, including money market accounts. For purposes of the statement of cash flows, the Company considers all highly liquid debt and other instruments with an original maturity of three months or less to be cash equivalents.
d) Revenue Recognition
Revenue for warranty contracts will be deferred and recognized in income on a straight line basis over the contract period except in those circumstances in which sufficient historical evidence indicates that the cost of performing services under the contract are incurred on other than a straight line basis. In those circumstances, revenue will be recognized over the contract period in proportion to the costs expected to be incurred in performing services under the contract. Losses are recognized on warranty contracts if the sum of expected costs of providing services under the contracts exceeds the related unearned revenue. In accordance with FAS 91, mortgage loan fees and related loan costs are offset, and the net amount is deferred and amortized over the lives of the loans.
e) Use of Estimates
Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from estimates, although management does not believe such changes will materially affect the financial statements in any individual year.
f) Fair Value of Financial Instruments
The carrying amounts reported in the accompanying financial statements for cash and equivalents, mortgages notes, and notes payable approximate fair values because of the immediate or short-term maturities of the financial instruments and because the prevailing interest rates are market rates.
g) Net Loss (Earnings) per Share
Net loss (earnings) per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss reflects the potential dilution of securities that could share in the earnings. Potentially dilutive securities for the six months ended June 30, 2007 consist of the 36,128,286 shares of common stock under Warrant (see note 3). There were no potentially dilutive securities for the period ended June 30, 2006.
-8-
--------------------------------------------------------------------------------
h) Equity Compensation
The Company enters into transactions in which goods or services are the consideration received for the issuance of equity instruments. In accordance with FAS 123(R), the value of these transactions are measured and accounted for, based on the fair value of the equity instrument issued or the value of the services, whichever is more reliably measurable. The services are expensed in the periods during which the services are rendered.
i) Foreign Currency Translation
The Company accounts for foreign currency translation pursuant to FAS 52. The Company's functional currency is the Canadian dollar. All assets and liabilities are translated into United States dollars using the exchange rates prevailing at the end of the year. Revenues and expenses are translated using the average exchange rates prevailing throughout the year. Unrealized foreign exchange amounts resulting from translations at different rates according to their nature are included in accumulated other comprehensive income. Realized foreign currency transaction gains and losses are recognized in operations.
j) Comprehensive Loss
The Company reports comprehensive loss in accordance with FAS 130. The components of comprehensive loss include foreign currency translation adjustments.
k) Income Taxes
The Company accounts for income taxes in accordance with FAS 109 using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. The Company has approximately $12 million in net operating losses as of June 30, 2007, and a valuation allowance equal to the tax benefit of the accumulated net operating losses has been established since it is uncertain that future taxable income will be realized during the applicable carry-forward periods. The net operating loss carryforwards may be limited under change of control provisions of taxing authorities.
l) Loan Costs
Loan costs represent costs incurred to secure financing and are being amortized over the term of the related loan.
m) Recent Accounting Pronouncements
In September 2006, the FASB issued FAS No. 157, "Fair Value Measurements", which establishes a framework for reporting fair value and expands disclosure about fair value measurements. FAS 157 is effective for the Company's 2008 fiscal year. The Company is currently evaluating the impact of this standard on its financial statements.
In February 2007, the FASB issued FAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115. FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and is effective for fiscal years after November 15, 2007. The Company is currently evaluating the impact of adopting FAS 159 on its financial statements.
-9-
--------------------------------------------------------------------------------
n) Reclassifications
Where necessary, prior period amounts have been reclassified to conform to current period presentation. None of the reclassifications had an effect on net loss or shareholders' equity as previously reported
3. Stockholders' Equity and Revolving Note Agreement
On February 2, 2005, the Company undertook a reverse split of its outstanding common shares on the basis of one new share for twenty-two old shares, thereby reducing its outstanding common shares from 44,438,786 to 2,019,945 prior to the acquisition of a subsidiary company. The reverse split has retroactively been taken into consideration in the consolidated financial statements and in the calculation of net loss per share.
March 24, 2005, pursuant to stock exchange agreement, BSA Group Limited in trust for the shareholders of the Company, acquired control of 1604494 Ontario Inc. by acquiring from treasury 76,000,000 come shares of the Company in exchange for all the issued and outstanding shares of 1604494 Ontario Inc.
On March 1, 2006, the board of directors approved the issuance of 8,000,000 of its common shares, in consideration of consulting service to Harvey E. Moss and Leslie N. Moss.
On June 8, 2006, the Company entered into a Security and Purchase Agreement with Laurus Master Fund Ltd. ("Laurus") pursuant to which the Company issued to Laurus a Secured Revolving Note (the "Note") in the aggregate principal amount of $25 million and a warrant to purchase up to 36,128,286 shares of the Company's common stock at a price of $.001 per share (the "Warrant").
As the Company did not have a sufficient number of authorized but un-issued common shares to issue upon the full exercise of the Warrant, it obtained shareholder and State of Florida approval to increase its authorized number of common shares from 100 to 200 million shares.
The Company agreed to use the proceeds of the Note solely for the purposes of funding certain mortgage loans to its customers, except for $1,056,768 that the Company paid to Laurus Capital Management, LLC, the investment advisor to Laurus and to other third parties as reimbursement for their due diligence and legal fees and expenses incurred in connection with the transaction. These costs, which were paid from draws on the Note, were capitalized as loan costs. The Note was secured by substantially all assets of the Company. In addition the 76,000,000 shares of common stock issued by the Company with its 2005 reverse merger were pledged as security for the Note.
The Company used the Black-Scholes option valuation model to calculate the "fair value" of the Warrant and the corresponding capitalized loan costs. The assumptions used in the calculation were: expected term of 90 days, volatility of 219.8%, and interest rate of 4.47 and yield of zero. The expected term was based on the requirements of the Security & Purchase Agreement. The expected volatility was based on the historical volatility of the Company's common stock over a one year period preceding the transaction. The dividend yield of zero was based on the fact that the Company had never paid cash dividends and had no intention to pay cash dividends. The risk free interest rate was derived from average US treasure rates.
The following table summarized the capitalized loan costs:
Fees paid to Laurus Capital Management, LLC $ 915,000
Fees paid to other third parties (primarily legal fees) 141,768
------------
1,056,768
Value of Warrant issued to Laurus 4,299,266
------------
$ 5,356,034
-10-
--------------------------------------------------------------------------------
In September 2006, the Company was notified by Laurus that given a changed investment climate, it did not intend to proceed with and advance any further monies under the Note. As a result of the decision of Laurus not to proceed with the transaction, the Company wrote off the capitalized loan costs in the September 2006.
The Company and Laurus entered into negotiations respecting the resolution of the relationship created by the Security and Purchase Agreement. The results of these negotiations, which allowed the Company to proceed with its business, ultimately led to the Company in December 2006 issuing 2,190,944 of its restricted common shares to Laurus in consideration of Laurus discharging the $1,056,768 debt and releasing its secured position and claims against Company. In addition, Laurus retained the rights to the 36,128,286 common shares from the Warrant; however, it is prevented from selling such shares without the consent of the Company. The Company has no intention of allowing Laurus to sale the shares and its shareholders are proceeding with legal action to nullify the Warrant.
In August 2006, the Company issued 4,000,000 restricted common shares in consideration of consulting fees incurred in connection with a financing transaction that did not materialize. These shares in the opinion of counsel were issued in error are a nullity and therefore are not reflected as part of the Company's outstanding capital.
In November 2006, Main Street Capital LLC, as agent for the Company, obtained subscriptions for two tranches of the Company's restricted common shares from an aggregate of 14 individuals for net proceeds of $65,946 after fees of $28,134. These restricted common shares were issued by the Company from its treasure pursuant to Section 144 of the Securities Act 1933 and subject to certain statutory restrictions from transfer. The issuance of 638,276 shares for this transactions occurred in January 2007.
In January 2007, the company issued 19,000,000 free trading common shares from its treasury pursuant to the exemption from share registration provided by Section SB-8 of the Securities Act 1933 to Julian Brown, a Bahamian resident & consultant. The common shares so issued were in consideration of services rendered and to be rendered by Mr. Brown pursuant to consulting agreement entered into by the Company and Mr. Brown. Mr. Brown provided a combination of consulting, marketing and technical support services to the Company on respect of the launch of its activities in the Caribbean basis and South America.
In March 2007, the Company issued 250,000 restricted common shares in
consideration of consulting fees.
During April 2007, the Company issued 2,000,000 restricted common shares
from its treasure pursuant to the exemption from share registration provided by section SB-8 of Securities act 1933 to Mr. Boyd Soussana, a Canadian resident. The 2,000,000 shares were in consideration of the services rendered by Mr. Soussana as a President and CEO of the Company
4. Due to and Loans Payable to Related Parties
Due to related parties represents advances to the Company from a stockholder/officer of the Company to fund the working capital of the Company. The advances are non-interest bearing and have no fixed terms for repayment.
In August 2006, the Company received loan proceeds of $1,037,500 under the terms of a loan agreement with its shareholder Galaxy Galleria, Inc. This agreement was made for the purpose of engaging Galaxy Galleria to provide structured financing to assist the Company in bolstering its working capital and meeting its ongoing financial obligations. The loan bears interest at a rate of 15.1% and is payable quarterly in arrears. The principal is due on July 18, 2008.
-11-
--------------------------------------------------------------------------------
5 Mortgage Notes
In December 2006, the Company commenced its mortgage warranty operations and through June 30, 2007 has written six mortgage loans totaling $1,106,855. The loans carry interest rates of 7.35% to 7.85%, have terms of 25 to 50 years, are receivable in monthly payments totaling approximately $6,500 and collateralized by real estate. The Company financed its loans to its customers with loans from Morban Limited totaling $506,500 and Firm Capital totaling $510,904. Interest on the loans is payable monthly at the prime rate plus 3%. The principal is due during 2007 and 2008. The loans are secured by the Company's mortgage notes with its customers.
5 Going Concern
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has sustained net losses of approximately $12.5 million since inception including $3.8 million for the six month period ended June 30, 2007, which raise substantial doubt about the Company's ability to continue as a going concern. The Company is dependant on successfully bringing its services to market, achieving future profitable operations, and obtaining additional sources of financing to sustain its operations, the outcome of which cannot be predicted at this time. Although the Company presently pursuing additional financing, there can be no assurance that the Company will be able to secure financing when needed or obtain such on terms satisfactory to the Company. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
-12-
--------------------------------------------------------------------------------
ITEM 2 MANAGEMENT DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION
As used in this Form 10-QSB, references to the "Company," the "Registrant," "we," "our" or "us" refer to Reliant Home Warranty Corp. unless the context otherwise indicates.
GENERAL
The following discussion is intended to provide an analysis of Reliant's financial condition and should be read in conjunction with Reliant's audited financial statements and the related footnotes. The matters discussed in this section that is not historical or current facts deal with potential future circumstances and developments. Such forward-looking statements include, but are not limited to, the development plans for the Company's growth, trends in the results of the Company's development, anticipated development plans, operating expenses and the Company's anticipated capital requirements and capital resources. The Company's actual results could differ materially from the results discussed in the forward-looking statements.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. For example, statements included in this report regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. When Reliant uses words like "intend," "anticipate," "believe," "estimate," "plan" or "expect," Reliant is making forward-looking statements. Reliant believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to Reliant on the date hereof, but Reliant cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. Reliant has disclosed certain important factors that could cause Reliant's actual results to differ materially from Reliant's current expectations elsewhere in this report. You should understand that forward-looking statements made in this report are necessarily qualified by these factors. Reliant is not undertaking to publicly update or revise any forward-looking statement if Reliant obtains new information or upon the occurrence of future events or otherwise.
COMPANY HISTORY
Reliant Home Warranty Corporation ("the Company") was incorporated in the State of Florida on December 18, 1995 as Ronden Vending Corp.
On December 24, 1996, the Company incorporated a wholly owned subsidiary called Ronden Acquisition, Inc., a Florida corporation. Ronden Acquisition, Inc then merged with Video Home Shopping, Inc., (a Tennessee corporation), and Ronden Acquisition, Inc. was the surviving Florida Corporation. Subsequent to the merger the Company suspended the network marketing and distribution operations of Video Home Shopping, Inc of Tennessee.
On January 9, 1997, articles of merger were filed for the Company as the surviving corporation of a merger between the Company and its wholly owned subsidiary Ronden Acquisition, Inc. This step completed the forward triangular merger between Video Home Shopping, Inc., Ronden Acquisition, Inc. and the Company.
On January 9, 1997, articles of amendment were filed to change the name of the Company from Ronden Vending Corp to VHS Network, Inc (VHSN). On April 9, 1997, the Company incorporated VHS Acquisition, Inc. as a wholly owned subsidiary.
In April 1997, the Company was restructured by way of a reverse take-over involving its wholly owned subsidiary, VHS Acquisition, Inc., a Florida company, and VHS Network, Inc., a Manitoba and Canadian controlled private corporation. On April 12, 2000, the Company acquired all the outstanding common shares of China eMall Corporation, an Ontario private company. This represented a 100% voting interest in China eMall Corporation. The Company functioned as an
-13-
--------------------------------------------------------------------------------
e-commerce company. On September 5, 2003, the Company divested its interest in China eMall by selling all the outstanding common shares of China eMall for a nominal amount ($2.00).
On May 6, 2001, the Company entered into an agreement and plan of reorganization with Branson Holdings, Inc ("Branson") to acquire all the issued and outstanding shares of Branson. On July 26, 2001, VHSN terminated its agreement with Branson.
On December 1, 2001, the Company acquired all the outstanding common shares of TrueNet Enterprise Inc., an Ontario private company. On September 22, 2003, the Company changed its name to Dialex Minerals Inc. and completed a reverse split of its issued and outstanding common shares on the basis of ten (10) common shares for one (1) new common share.
On February 9, 2004, the Company completed a transaction acquiring all the outstanding shares of Condor Diamond Corp. an Ontario private company.
On February 2, 2005, pursuant to a Stock Exchange Agreement and a registration statement filed on Form 14-3 with the Securities and Exchange Commission, the Company changed its name from Dialex Minerals Inc. to Reliant Home Warranty Corporation. The Company undertook a reverse split of its outstanding common shares on the basis of one (1) new share for twenty-two (22) old shares thereby reducing its outstanding common shares from 44,438,786 to 2,019,945.
On March 16, 2005, Sandro Sordi in Trust acquired control of the Company, by acquiring a majority of its issued and outstanding shares through the execution of a share purchase agreement with Condor Gold Corp and RTO Zarex Ltd.
Effective March 23, 2005, the former directors of the Company, Alexander Stewart, Wallace Stonehouse, Kirk Boyd, Stephen Stewart and Neil Novak, resigned upon the appointment of new directors, Kevin Hamilton, Valeri Guilis, Boyd Soussana and the Honorable John Roberts. On March 24, 2005, The BSA Group Limited ("BSA"), in trust for the shareholders of 1604494 Ontario Inc., an Ontario private company, acquired control of the Company by acquiring from treasury 76,000,000 shares of the Company in exchange for all of the issued and outstanding shares of 1604494 Ontario Inc. The total amount of issued and outstanding shares in the Company as a result increased to 78,019,782.
Coincident with the establishment of its home warranty insurance business, the Company divested all of issued and outstanding shares, of Condor Diamond Corp., the Company's wholly-owned subsidiary, to Condor Gold Corp., in consideration of the return of any and all liabilities owing by the Company to Condor Gold Corp. During 2005 the Company changed the nature of its business and now markets to Canadian homeowners a proprietary line of non-prime home mortgage programs, designed to compliment mortgages of residential real estate (single family homes and condominiums).
On August 26, 2005, the board of directors of the Company accepted the resignation of its President and Chairman Kevin Hamilton and appointed one of its existing directors, Boyd Soussana, as its new Chairman and President. Boyd Soussana served Company for two years and resign in July 2007.Jules Loeb, the industrialist, was appointments as President and Chairman of the Company from July 23, 2007.
-14-
--------------------------------------------------------------------------------
On January 1, 2006, the board of directors of the Company accepted the resignation of its Treasurer and Director, Val Guilis, and appointed Paul Burden as its Treasurer and Director. Paul Burden has resigned at July 23, 2007, the same date Anthony Florjancic was appointed a member of the Board . On March 1, 2006, the Company issued 8,000,000 of its common shares to Harvey E. Moss and Leslie N. Moss in consideration of consulting services rendered by them to the Company. The 8,000,000 "unrestricted" common shares were issued pursuant to an S-8 Filing that the Company filed with the Securities and Exchange Commission.
On June 8, 2006, the Company entered into a Security and Purchase Agreement with Laurus Master Fund Ltd. ("Laurus") pursuant to which the Company issued to Laurus a Secured Revolving Note (the "Note") in the aggregate principal amount of $25.0 million and a warrant to purchase up to 36,128,286 shares of the Company's common stock, par value $.001 per share, at a price of $.001 per share (the "Warrant").
As the Company did not have a sufficient number of authorized but unissued shares of its common stock to issue upon the full exercise of the Warrant, it sought and obtained shareholder and State of Florida approval to a Certificate of Amendment to increase its authorized number of shares of common stock from 100 million shares to 200 million shares.
On July 18, 2006, the Company entered into a loan agreement with its shareholder Galaxy Galleria Inc. This agreement was made for the purpose of engaging Galaxy Galleria Inc. to provide structured financing to assist the Company to bolster its working capital and meeting its ongoing financial obligations. The principle amount of the loan, which totaled 1,037,500 at September 30, 2006, is due on July 18, 2008. The loan bears interest at a rate of 15.1% and is payable quarterly in arrears.
In August 2006, the Company issued 4,000,000 restricted common shares in consideration of consulting fees incurred in connection with a financing transaction that did not materialize. These shares in the opinion of counsel were issued in error are a nullity and therefore are not reflected as part of the Company's outstanding capital
-15-
--------------------------------------------------------------------------------
In September 2006, the Company was notified by Laurus that given a changed investment climate, it did not intend to proceed with and advance any further monies under the Note. The Company and Laurus negotiated a settlement, which allowed the Company to proceed with its business and ultimately led to the Company in December 2006 issuing 2,190,944 of its restricted shasres to Laurus in consideration of Laurus discharging the Company's debt totaling $1,056,768. In addition, Laurus retained the right to the 36,128,286 common shares from the warrant.
In January 2007, the Company issued 19,000,000 of its free-trading shares to
Julian Brown for consulting services.
In April 2007, the Company issued 2,000,000 restricted common shares to Boyd
Soussana.
In July 2007, Boyd Soussana resigned and was replaced by Jules Loeb as President and chairman.
RESULTS OF OPERATIONS
Results for the six months ended June 30, 2007
Revenue for the six months ended June 30, 2007 was zero. The Company continued to develop its proprietary residential mortgage and residential mortgage insurance programs, which it launched during the third quarter of this fiscal year and as such has not generated any revenues. Operating expenses increased to $3,725,174 for the six month period ended June 30, 2007 compared to $1,702,061 for the same period in 2006. This increase was due primarily to wages and salaries, professional fees, consulting fees and general administrative expenses related to the development of the Company's proprietary mortgage program.
PLAN OF OPERATIONS
The Company has changed the nature of its business and now is preparing to operate a fully integrated mortgage and mortgage insurance enterprise.
The Company used the six month period ending June 30, 2007 to further develop, refine and launch its' proprietary residential mortgage and mortgage insurance enterprise throughout Canada. This intensive effort together with an array of one time legal accounting, investment advisory and development costs resulted in a net loss $3,807,812 during the six months of 2007.
The Company operations have been impacted by adverse American mortgage market conditions. As a result, rating agencies have downgraded most sub prime mortgage pools. The Canadian capital market has also experienced a decreased appetite for sub prime mortgage pools. New requirements mandate large amounts of capital reserves for first loss. This level of capital was not previously required by buyers of the Company's existing pool of mortgages. The Company is working to secure a first loss pool mortgage indemnity policy within Canada. This will take longer than anticipated as there are no insurers in Canada currently providing a policy to the sub prime market. This inability to re-sell the mortgage pools has resulted in a continued company capital drain and affects the Company's ability to make a profit. The Company will continue working with insurance providers and potential buyers of Reliant's mortgage pools to obtain the required first loss pool requirement.
CHANGES IN SECURITIES
On September 5, 2003, the Company announced that it would conduct a reverse split of its issued and outstanding shares on the basis of 10 common shares for one new common share. The Company at that date had 37,345,268 common shares issued and outstanding, after the reverse split there were 3,734,526 common shares issued and outstanding.
-16-
--------------------------------------------------------------------------------
On February 9, 2004, the Company issued 34,000,000 common shares for the acquisition of 100% of the issued and outstanding common shares of Condor Diamond Corp.
On March 3, 2004, the Company authorized the issuance of 6,004,426 shares under a Form S-8 filing and pursuant to debt settlement agreements totaling $428,875.
On February 2, 2005, Company undertook a reverse split of its outstanding common shares on the basis of one (1) new share for twenty-two (22) old shares reducing its outstanding common shares from 44,438,786 to 2,019,945.
On March 24, 2005, Corporation issued 76,000,000 shares in consideration of the acquisition of 100% of the issued and outstanding common shares of 1604494 Ontario Inc., an Ontario private company. This transaction occurred pursuant to a Stock Exchange Agreement, whereby The BSA Group Limited , in trust for the shareholders of 1604494 Ontario Limited, acquired control of the Company by acquiring from treasury 76,000,000 shares of the Corporation in exchange for all of the issued and outstanding shares of 1604494 Ontario Inc. As a result, three shareholders of 1604494 Ontario Inc. had acquired and then owned ninety-seven point four percent (97.4%) of the issued and outstanding common shares of the Company.
Kevin Hamilton acquired beneficial ownership of 20,085,667 common shares in the capital of the Company, through a corporation, Galaxy Galleria Inc. that he controls. This represents 25.7% of the issued and outstanding common shares of the Company. These common shares of the Company were issued to Galaxy Galleria Inc. pursuant to the Stock Exchange Agreement, namely one common share of the Company was issued for each one common share of 1604494 Ontario Inc. acquired.
RS Atlantic Holdings Inc. a private company acquired ownership of 18,921,220 common shares in the capital of the Company, which represents 24.2% of the issued and outstanding consolidated common shares of the Company. These common shares of the Company were issued to RS Atlantic Holdings Inc pursuant to the Stock Exchange Agreement, namely one common share of the Company was issued for each one common share of 1604494 Ontario Inc acquired.
HS Holdings Inc. a private company acquired ownership of 18,753,113 common shares in the capital of the Company, which represents 24.0% of the issued and outstanding consolidated common shares of the Company. These common shares of the Company were issued to HS Holdings Inc pursuant to the Stock Exchange Agreement, namely one common share of the Company for each one common share of 1604494 Ontario Inc. acquired. The total amount of issued and outstanding shares in the Company thereby increased to 78,019,782.
On March 1, 2006, the Company issued 8,000,000 of its common shares to Harvey E. Moss and Leslie N. Moss in consideration of consulting services rendered by them to the Company. The 8,000,000 "unrestricted" common shares were issued pursuant to an S-8 filing that the Company filed with the Securities and Exchange Commission.
On June 8, 2006, the Company entered into a Security and Purchase Agreement with Laurus Master Fund Ltd. ("Laurus") pursuant to which the Company issued to Laurus a Secured Revolving Note (the "Note") in the aggregate principal amount of $25.0 million and a warrant to purchase up to 36,128,286 shares of the Company's common stock, par value $.001 per share, at a price of $.001 per share (the "Warrant").
As the Company did not have a sufficient number of authorized but un issued shares of its common stock to issue upon the full exercise of the Warrant, it sought and obtained shareholder and State of Florida approval to a Certificate of Amendment to increase its authorized number of shares of common stock from 100 million shares to 200 million shares. It now has a sufficient number of authorized shares of common stock to issue shares upon exercise of the Warrant in full and for other general corporate purposes which may arise.
-17-
--------------------------------------------------------------------------------
On July 18, 2006, the Company entered into a loan agreement with its shareholder Galaxy Galleria Inc. This agreement was made for the purpose of engaging Galaxy Galleria Inc. to provide structured financing to assist the Company to bolster its working capital and meeting its ongoing financial obligations. The principle amount of the loan, which totaled 1,037,500 at September 30, 2006, is due on July 18, 2007. The loan bears interest at a rate of 15.1% and is payable quarterly in arrears.
In August 2006, the Company issued 4,000,000 restricted common shares in consideration of consulting fees incurred in connection with a financing transaction that did not materialize. These shares in the opinion of counsel were issued in error are a nullity and therefore are not reflected as part of the Company's outstanding capital
In September 2006, the Company was notified by Laurus that given a changed investment climate, it did not intend to proceed with and advance any further monies under the Note. The Company and Laurus negotiated a settlement, which allowed the Company to proceed with its business and ultimately led to the Company in December 2006 issuing 2,190,944 of its restricted shasres to Laurus in consideration of Laurus discharging the Company's debt totaling $1,056,768. In addition, Laurus retained the right to the 36,128,286 common shares from the warrant.
On November 2006 Main Street capital LLC, as an agent for the Company, obtained subscription for two tranches of the Company's restricted common shares from an aggregate of 14 individuals for the net proceed of $65,946 after fees of $28,134 These restricted common shares were issued by the Company from its treasure pursuant to section 144 of the Securities Act 1933 and subject to certain statutory restrictions from transfer. The issuance of 638,276 shares for this transaction occurred in January 2007.
During January 2007, the company issued 19,000,000 free trading Common shares from its treasury pursuant to the exemption from share registration provided by
Section SB-8 of the Securities Act 1933 to Julian Brown, a Bahamian resident & financial service marketing consultant. The common shares so issued were in consideration of services rendered and to be rendered by Mr. Brown pursuant to consulting agreement entered into by the Company and Mr. Brown. Mr. Brown provided a combination of consulting, marketing and technical support services to the Company on respect of the launch of its activities in the Caribbean basis and South America.
In March 2007, the Company issued 250,000 restricted common shares in consideration of consulting fees.
During April 2007, the Company issued 2,000,000 restricted common shares from its treasure pursuant to the exemption from share registration provided by section SB-8 of Securities act 1933 to Mr. Boyd Soussana, a Canadian resident. The 2,000,000 shares were in consideration of the services rendered by Mr. Boyd Soussana as a President and CEO of the Company
The Company's financial status lacks the characteristics of a going concern. Due to its financial condition, the Company intents to continue to seek loans, and raise funds to meet its needs. As Reliant is only in the developing stage of exploiting its proprietary financial systems and "know how" it has only generated minor revenue and no profit from its operations. Its ability to operate as a going concern is depended upon its ability to generate revenue and obtain additional capital to fund its operations
GOALS AND OBJECTIVES
The Company is engaged in marketing throughout Canada a series of proprietary non-prime residential mortgage products and related residential mortgage insurance services.
CASH REQUIREMENTS
The Company intends to meet its cash requirements through a combination of operational cash flow as well as sales of its securities.
-18-
--------------------------------------------------------------------------------
ITEM 3 CONTROLS & PROCEEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
(a) As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer; of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.
(b) There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of evaluation referenced in paragraph (a) above.
CHANGES IN INTERNAL CONTROLS
The Company has not made any changes to its internal control during the first quarter that has materially affected, or is reasonable likely to materially affect, our internal control over the financial reporting. The Company has not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no need for corrective action to be taken.
-19-
--------------------------------------------------------------------------------
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
From time to time, Reliant may be involved as a plaintiff or defendant in various minor legal actions arising in the normal course of business. Reliant does not anticipate any material liability as a result of such litigation. Reliant is not aware of any material legal proceedings that have occurred within the past five years concerning any director, director nominee, or officer which involved, a pending material proceeding, a pending or concluded administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.
Two minority shareholders of the Company commenced a representative legal action during the second quarter in the Supreme Court of Justice (Ontario) on behalf of all common shareholders of the Company against Laurus Master Fund, et ol (Laurus) claiming damages from Laurus as well as an order prohibiting Laurus from exercising the Warrant granted to them by the Company. On advice of counsel pending the outcome of the litigation, the Company's transfer agent has been notified to defer processing any and all attempts by Laurus to exercise Company's Warrant
ITEM 2 Unregistered Sales of Equity Securities and use of Proceeds
None
ITEM 3 Defaults Upon Senior Notes
None
ITEM 4 Submission of Matters to a Vote of Security Holders
There was no matter submitted to a vote of security holders during the fiscal quarter ended March 31, 2007.
ITEM 5 Other Information
None
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
POST PERIOD EVENTS
None
ITEM 6 EXHIBITS
Exhibit No. Description
----------- -----------
31.1 Rule 13a-14(a)/15d14(a) Certifications of Principal Executive Officer
31.2 Rule 13a-14(a)/15d14(a) Certifications of Principal Financial and
Accounting Officer
32.1 Section 1350 Certifications of Principal Executive Officer
32.2 Section 1350 Certifications of Principal Financial and Accounting
Officer
-20-
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RELIANT HOME WARRANTY CORPORATION
Date Aug 19, 2007 /s/ Jules Loeb
---------------------------------
(Signature) Jules Loeb
Chief Executive Officer
Date Aug 19, 2007 /s/ Stephen Hamilton
---------------------------------
(Signature) Stephen Hamilton
Chief Financial Officer
-21-
--------------------------------------------------------------------------------
EXIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 of the SARBANES-OXLEY ACT OF 2002
------------------------------------------------------------------
I, Jules Loeb, President of Reliant Nome Warranty Corporation., herby certify that:
1. I have reviewed this quarterly report on Form 10QSB Reliant Nome Warranty Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d -14) for the registrant and I have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”) ; and
(c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation date;
5. I have disclosed, based on my most recent evaluation, to the registrant’s auditors and to the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any materials weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: Aug 19, 2007/
/s/ Jules Loeb
----------------------------------------------------------
By: Jules Loeb,
Title: President
EXIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 of the SARBANES-OXLEY ACT OF 2002
------------------------------------------------------------------
I, Stephen Hamilton, Chief Financial Officer of Reliant Nome Warranty Corporation., herby certify that:
1. I have reviewed this quarterly report on Form 10QSB Reliant Nome Warranty Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d -14) for the registrant and I have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”) ; and
(c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation date;
5. I have disclosed, based on my most recent evaluation, to the registrant’s auditors and to the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any materials weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: Aug 19, 2007,
/s/ Stephen Hamilton
----------------------------------------------------------
By: Stephen Hamilton,
Title: Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
ss. 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-QSB Reliant Home Warranty Corporation (the Company) for the six months period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jules Loeb, President of the Company, herby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, to the best of his/her knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
By:
/s/ Jules Loeb
-------------------------------------
Jules Loeb
President
Aug 19, 2007
This certification accompanies this Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss. 18 of the Securities Exchange Act of 1934, as amended.
EXHIBIT 32.2
CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
ss. 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-QSB Reliant Home Warranty Corporation (the Company) for the quarter ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, L. Stephen Hamilton, Chief Financial Officer of the Company, herby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, to the best of his/her knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
By:
/s/ Stephen Hamilton
-------------------------------------
Stephen Hamilton
Chief Financial Officer
Aug 19, 2007
This certification accompanies this Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss. 18 of the Securities Exchange Act of 1934, as amended.
THAT WAS FAST.
Please fill my order for 45k @.017.
Once I sold 160,000 shares of SIRI for 33 cents
per share just to see it move over eight dollars
a little later. I may get burned here, but I
think this stock has a chance, especially given
that borrowers will have to meet a higher standard
when acquiring a loan. In the long run that will
only bolster this company if it makes it out of
the gate. I’m betting it makes it. Happy investing.
It's my sincere hope that today's buyers had some inside
knowledge and if they didn't , at least the stock went to
stronger hands to aid in the strenth that we've already shown.
I'm in this position to the end. The time to go was
three months ago or so. This credit situation has
been awful lately, but nothing new. Good luck to you.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 000-29827
Check One:
[ ] Form 10-K and Form 10-KSB
[ ] Form 11-K
[ ] Form 20-F
[X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: June 30, 2007
PART - I - Registrant Information
RELIANT HOME WARRANTY CORPORATION
(Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------
Former name if applicable
350 Bay Street, Suite 250, Toronto, Ontario, CANADA M5H 2S5
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
PART II - Rules 12-b25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense, and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on form 10-Q, Form 20-F, 11-K, or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date, or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date;
[ ] (c) The accountant's statement or other exhibit required by Rule12b-25(c) has been attached if applicable.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
Part III - Narrative
State below, in reasonable detail, the reasons why Form 10-K and form 10-QSB, 20-F, 1-K, 10-Q, and Form N-SAR, or the transition report or portion thereof could not be filed within the prescribed period.
The Registrant requests an extension because it has experienced delays in gathering some of the data needed to finalize the financial statements and accompanying notes of the Registrant's Form 10-QSB for the most recent quarter ended June 30, 2007. These delays could not be overcoming without the Registrant's incurring unreasonable expense. The Registrant expects to be able to file its Form 10-QSB within the extension of time requested.
--------------------------------------------------------------------------------
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this notification:
Val Guilis, Controller (416) 445-9500
--------------------------------------------------------------------------------
(Name) (Title) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). Yes [X] No [ ]
(3) It is anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be effected by the earnings statements to be included in the subject report or portion thereof? Yes [ ] No [X]
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Dated: August 14, 2007 RELIANT HOME WARRANTY CORPORATION
/s/ Val Guilis
-------------------------------------
Val Guilis
Controller
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
Thank you for the Article.
I think that guy is just someone trying to insight fear and buy shares on the cheap. You are correct aghrum, we all
know the risk and don't need to be advised on when to buy or
sell.
The Fed finally showed a little something. Now it's time
for Reliant to throw us a bone. We deserve it.
I really believe in the end, after the lenders that has made
loans to people knowing full well that they had absolutely
no idea what they were signing up for, has been weeded out
and more sound practices are in place, that interest rate will be cut to perserve the consumer.What a tangled web we
weave.
I like this group. If I'm to go down, at least I'll
be going down with Investors with some Backbone. Good
luck to all.
It's just that this is an absolute horrible time to
be investing where it is we placed ourselves. We're either
crazy, are much smarter than the rest. For my shares that
Ive invested here, I hope i'm not nearly as dumb as I look.
I hope it stays low until at least Monday at which
time I'll be able to add many more shares.
Fact. There has been many shares sold and those same
shares are being purchased. Until there is a report
that says Reliant is headed in the wrong direction ,
I'll remain positive.
I think i'll stop buying now and save some cash until
there is an up trend.....It'll take a lot to recover what
i've put in.
Volume shows 44695 10 minutes ago. Why didn't my buy of
10,000 shares register? Is this an MM trick or what?
Sorry guys , but I needed to take a little off the
table to protcect my sons' investment. We're good to go
go now. Good investing to all .
CEOCAST 2-1-2004
Will history repeat itself? Last week we initiated coverage of iBIZ Technology Corp. (OTCBB: IBZT), an emerging manufacturer and distributor of accessories for personal digital assistants and hand-held devices. We noted many similarities to Calypte Biomedical, which surged 15-fold in price soon after, once it reached an agreement with its convertible note holders that had been pressuring the stock for months. Last week, IBZT announced that it had entered into a settlement with its convertible noteholders, which will likely remove the overhang that has hampered trading in the stock. Now, investors can focus on prospects for the company’s Virtual Keyboard and the future launch of the Blue Dock. Sales for the $100 Keyboard, which provides a full-size QWERTY keyboard, have been robust since it received strong media attention at the Consumer Electronic Show. The stock rose 58% last week, ending at $0.0586.
My friend, you need not worry about these guys
Playing the dip. This stock so reminds me of Xmsr
when it was a pup. There was hate mail all over
the xm board angry at the shorts. In the end it was the
short players that kept bringing us to new heights.
XM has a super product. I am getting that xm kind of
feeling with this stock. I guess I'm saying that in the
end someone will be caught with his or her shorts down.
Patience is Key.