SecProbe.io

CORRESP
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filename1.htm

December
28, 2016

Ms.
Pamela Long

Assistant
Director

Office
of Manufacturing and Construction

U.S.
Securities and Exchange Commission

Mail
Stop 4631

Division
of Corporate Finance

Washington,
D.C. 20549

Re:
        Reliant Holdings, Inc.

Registration
Statement on Form S-1

Filed
October 27, 2016

File
No. 333-214274

Dear
Ms. Long:

On
behalf of Reliant Holdings, Inc., a Nevada corporation (the “Company”), we would like to thank you for your
prompt review of the Company’s Registration Statement on Form S-1 (File No. 333-214274) (the “Registration Statement”)
originally filed with the Securities and Exchange Commission (the “Commission”) on October 27, 2016, in connection
with the registration for resale of 3,585,000 shares of the Company’s common stock (“Common Stock”) by
the selling stockholders named in the Registration Statement (collectively, the “Selling Stockholders”). We
are responding to comments on the Registration Statement provided by the staff (the “Staff”) of the Commission
by letter dated November 22, 2016.

In
connection with these responses the Company is filing an Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment
No. 1”) via EDGAR.

The
Company’s responses to the Staff’s comments are indicated below, directly following a restatement of each comment
in bold type.

 General

 1. Please
                                         advise us of all registration statements of companies for which your sole Director and
                                         President may have acted as a promoter or in which he had a controlling interest. Describe
                                         in detail the nature and extent of the direct or indirect relationship between your sole
                                         Director and President and those companies and their affiliates. Indicate which companies
                                         are now viable or dormant and which businesses have been modified and restated from that
                                         described in their offering documents, noting the companies that are still actively reporting
                                         with the Commission.

Ms.
Pamela Long

December
28, 2016

Page
2 of 8

RESPONSE:

Mr.
Chavez was the President, Chief Executive Officer, Chief Financial Officer, Secretary, director and 54.2% owner of Allmarine Consultants
Corp. (File No. 333-130492)(“Allmarine”) from May 19, 2005 until August 29, 2007, the date that Allmarine completed
the acquisition of BAXL Technologies, Inc. (“BAXL”) in a merger (the “Merger”) pursuant
to an Agreement and Plan of Merger dated as of May 25, 2007 (the “Merger Agreement”), by and among Allmarine,
BAXL, and Allmarine Acquisition Corporation (“AAC”), Allmarine’s wholly-owned subsidiary.

Allmarine
planned to specialize in the administration of ship and corporate registries and provide maritime services to ship owners and
operators including registration and deletion of merchant vessels, bareboat/dual registry, registration of mortgages, classification
and technical surveys such as load line and Safety of Life at Sea (“SOLAS”). Allmarine also planned to conduct
pre-purchase, condition and cargo gear surveys, International Safety Management (“ISM”) consulting and certificates,
International Ship and Port Facility Security (“ISPS”) implementation and certificates and to offer Continuous
Discharge Certificates (“CDC”) for seafarers, vessel history and investigation, marine insurance, corporate
formation, and general consultancy to ship owners and managers. Allmarine had not however generated any revenues and had only
minimal assets as of the date of the Merger.

Pursuant
to BAXL’s filings with the Commission, BAXL manufactured and marketed products incorporating proprietary technology that
enabled the delivery of wired and wireless broadband applications including Internet access, Video on Demand, VoIP and Video Surveillance
over existing telephone wiring.

Pursuant
solely to a recent review of BAXL’s filings, it appears that BAXL ceased operations on July 14, 2008 and filed for Chapter
11 Bankruptcy protection and that BAXL has not filed any reports with the Commission since December 2008.

Mr.
Chavez had no control over BAXL or its filings subsequent to the Merger.

Other
than as described above, there are no other registration statements for companies which Mr. Chavez has acted as a promoter or
in which he had a controlling interest.

Amendment
No. 1 has been updated by the Company to include information regarding Mr. Chavez’s involvement with Allmarine even though
such transactions occurred over five years ago.

Ms. Pamela Long

December 28, 2016

Page 3 of 8

 2. We
                                         note that your counsel, David M. Loev, has been involved in the initial filings of several
                                         development stage and shell companies. Please provide us with an analysis regarding why
                                         Mr. Loev should not be considered a promoter as that term is defined under Rule 405 of
                                         Regulation C under the Securities Act.

RESPONSE:

Mr.
Loev has served as securities counsel to numerous companies over the past fifteen years, including several development stage companies
and companies which are considered ‘shell companies’ within the meaning of Rule 405 of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, as well
as a significant number of companies which are not in the development stage.

Mr.
Loev is not a promoter of the Company however, as pursuant to Rule 405 of the Securities Act, a promoter is defined under Rule
405 of the Securities Act as:

 “(i)
      Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in
founding and organizing the business or enterprise of an issuer; or

(ii)
       Any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly
receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities
of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities.”

Neither
Mr. Loev, nor The Loev Law Firm, PC was involved with the founding or organizing of the business or enterprise of the Company
(The Loev Law Firm, PC was only engaged on May 25, 2016, solely to provide legal representation to the Company in connection with
the preparation and filing of the Registration Statement and did not previously consult with or discuss the Company with Mr. Chavez
or any other persons prior to that date) and has not directly or indirectly received in consideration of services or property,
or both services and property, 10 percent or more of any class of securities of the Company or 10 percent or more of the proceeds
from the sale of any class of such securities. Furthermore, neither Mr. Loev, nor The Loev Law Firm, PC, has received, or will
receive, any securities in the Company or any direct proceeds from the sale of Company stock as compensation for services rendered.

Mr.
Loev and The Loev Law Firm, PC, only serve as securities counsel to the Company and has no relationship with the Company outside
of such representation.

Accordingly,
neither Mr. Loev nor The Loev Law Firm, PC, meets the definition of “promoter” under Rule 405 of the Securities
Act.

Cover
Page

 3. Please
                                         remove Pink Sheets market from the list of market places.

RESPONSE:

The
reference to the Pink Sheets market has been removed from the list of market places in Amendment No. 1.

Prospectus
Summary, page 1

Description
of Business Operations, page 1

Ms. Pamela Long

December 28, 2016

Page 4 of 8

 4. We
                                         note your reference to awards won by Reliant Pools. Please revise your disclosure here
                                         and in your Business section to provide specifics regarding such awards.

RESPONSE:

The
Company has clarified in Amendment No. 1 that it won four Association of Pool & Spa Professionals (ARSP) Region 3 Design Awards
for its designs in 2016.

Plan
of Operations, page 2

 5. We
                                         note your disclosure that you do not anticipate the need for any additional funding in
                                         order to continue your operations at their current levels. Please reconcile this disclosure
                                         with your disclosure elsewhere in your registration statement that following this offering,
                                         as a public company, you will incur expenses of approximately $75,000 to comply with
                                         public company reporting requirements. We note that similar disclosure appears in the
                                         Summary of the Offering section and Business section of your registration statement.

RESPONSE:

The
Company has revised the disclosures in Amendment No. 1 to clarify that it does not currently anticipate the need for any additional
funding in the next 12 months to support its operations at current levels and pay the costs associated with being a public company,
but will require approximately $200,000 of funding in the next 12 months for expansion and acquisitions.

Risk
Factors, page 9

 6. Please
                                         revise this section in its entirety to remove redundant risk factors. By way of example,
                                         we note that (i) risks associated with compliance with Sarbanes-Oxley are located on
                                         both page 18 and page 19 and (ii) risks associated with the lack of a public market for
                                         your securities are included on page 20 and page 23.

 RESPONSE:

Amendment
No. 1 has been revised to remove redundant risk factors.

We
require additional financing, and we may not be able to raise funds . . ., page 9

Ms. Pamela Long

December 28, 2016

Page 5 of 8

 7. We
                                         note your disclosure that you need approximately $200,000 in additional funding to support
                                         your operations over the next 12 months. Please reconcile this disclosure with your disclosure
                                         elsewhere in your registration that you do not anticipate the need for any additional
                                         funding to continue your operations at their current levels.

RESPONSE:

Please
see the response to Comment 5 above.

Directors,
Executive Officers and Corporate Governance, page 26

 8. Please
                                         revise your biographical information for Elijah May to include a discussion of his principal
                                         occupations and employment during the past five years. See Item 11(k) of Form S-1 and
                                         Item 401(e)(1) of Regulation S-K.

RESPONSE:

The
Company has revised and expanded its disclosure of the biographical information for Elijah May as required by Item 11(k) of Form
S-1 and Item 401(e)(1) of Regulation S-K.

Executive
and Director Compensation, page 29

 9. Please
                                         revise the disclosure in your summary compensation table under Footnote (2) to provide
                                         more detail regarding the tax reimbursement.

RESPONSE:

The
Company has updated Amendment No. 1 to disclose that the tax reimbursement payments were made to reimburse the CEO and Controller
for personal income taxes that arose from when Reliant Pool’s entity type was that of a general partnership and each partner
(including the CEO and Controller) were taxed on their share of Reliant Pool’s profits. In May 2014, Reliant Pools converted
from a general partnership to a Nevada corporation. The tax reimbursement relates to the CEO’s and Controller’s share
of federal income tax on their pro rata share of Reliant Pool’s net income for federal income taxes prior to the date of
conversion from a general partnership to a corporation.

Description
of Business, page 32

Organizational
History, page 32

 10. Please
                                         revise your disclosure to describe the development of Reliant Pools, Inc. See Item 11(a)
                                         of Form S-1 and Item 101(h) of Regulation S-K.

RESPONSE:

The
Company has updated Amendment No. 1 to include a description of the development of Reliant Pools, Inc.

Competitive
Strengths, page 33

Ms. Pamela Long

December 28, 2016

Page 6 of 8

 11. We
                                         note your reference to a “pool development team.” We further note
                                         your references on page 34 to “schedulers” and “field supervisors.”
                                         Please reconcile with your disclosure on page 38 that you have four employees.

RESPONSE:

The
Company has clarified the description of pool development team to just refer to its employees and subcontractors. Additionally,
the Company has clarified that the “scheduler” and “field supervisor” is the same person.

Swimming
Pool Sales and Industry, page 33

 12. We
                                         note your disclosure on page 33 that you focus on the installation of concrete pools.
                                         We also note your disclosure on page 34 regarding vinyl-lined pools and fiberglass pools.
                                         Please tell us if you also design and install vinyl-lined and fiberglass pools.

RESPONSE:

The
Company has clarified that it does not design, build or install vinyl-lined or fiberglass pools.

Dependence
on a Limited Number of Customers, page 35

 13. Please
                                         tell us whether your large customers are the home builders you refer to on page 33.

RESPONSE:

The
Company has clarified in Amendment No. 1 that the large customers are not home builders and that other than through occasional
referrals from such entities, the Company does not have any agreements or relationships in place with home builders.

Government
Regulations, page 38

 14. Please
                                         expand your disclosure to discuss in more detail the regulations affecting and the effect
                                         of such regulations on your business. In particular, discuss the environmental laws your
                                         business is subject to as well as the broader financial impact that various regulations
                                         have on your business. See Item 11(a) of Form S-1 and Items 101(h)(4)(ix) and (xi) of
                                         Regulation S-K.

RESPONSE:

The
Company has updated Amendment No. 1 to expand the disclosure of the regulations affecting, and the effect of such
regulations, on its business, including environmental laws.

Management’s
Discussion and Analysis of Financial Condition . . ., page 4 0

Ms. Pamela Long

December 28, 2016

Page 7 of 8

 15. Please
                                         revise your disclosure throughout this section to discuss the specific reasons for the
                                         changes in your operating results so that potential investors gain better insight into
                                         your results, particularly for trend purposes and discerning future prospects. By way
                                         of example, you state that several results increased because of your referral business;