RELIABRAND INC. - FORM 10-Q - February 20, 2015

Attached files

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EX-31.2 - SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER - RELIABRAND INC.	exhibit_31-2.htm
EX-32.1 - SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - RELIABRAND INC.	exhibit_32-1.htm
EX-32.2 - SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER - RELIABRAND INC.	exhibit_32-2.htm
EX-31.1 - SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - RELIABRAND INC.	exhibit_31-1.htm
EXCEL - IDEA: XBRL DOCUMENT - RELIABRAND INC.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2014

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION FROM _______ TO ________.

COMMISSION FILE NUMBER: 000-54300

(Exact Name of Small Business Issuer as Specified in its Charter)

Nevada		75-3260541
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer ID No.)

720 Evans Court, Suite 103, Kelowna, BC Canada	V1X 6G4
(Address of principal executive offices)	(Zip code)

Issuer's telephone number: (778) 478-9997

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of February 7, 2015, 98,471,371 shares of the Registrant's Common Stock were issued and outstanding.

Transitional Small Business Disclosure Format: Yes o No x

RELIABRAND INC.

TABLE OF CONTENTS

		Page No.


PART I	FINANCIAL INFORMATION	3

ITEM 1	Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets as of December 31, 2014 (unaudited) and June 30, 2014	3

	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2014 and 2013	4

	Unaudited Condensed Consolidated Statement of Comprehensive Income for the three and six months ended December 31, 2014 and 2013	5

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2014 and 2013	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	26

ITEM 4T	Controls and Procedures	26

PART II	OTHER INFORMATION	26

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	26

ITEM 6	Exhibits	27

SIGNATURE		27

Reliabrand Inc.

Condensed Consolidated Balance Sheets

	December 31 2014 (Unaudited)		June 30 2014
Assets
Current Assets
Cash	$	4,535	$	188,763
Accounts receivable, net		100,270		58,054
Inventory, net		344,434		557,558
Prepaid Expenses		376,127		402,927
Total Current Assets		825,366		1,207,302

Property, plant and equipment, net of accumulated amortization		105,305		134,348
Intangibles, net of accumulated amortization		1,153,262		1,166,446
Total Assets	$	2,083,933	$	2,508,096

Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	205,646		$	81,923
Taxes payable		-			5,955
Due to shareholders/directors		199,054			131,965
Royalties Payable - related party		9,874			25,300
Current portion of Contingent Royalties Payable		70,000			70,000
Royalties Payable		72,119			-
Total Current Liabilities		556,693			315,143

Contingent Royalties Payable		540,054			592,907
Total Liabilities		1,096,747			908,050

Commitments & Contingencies		-			-

Equity
Share capital		9,853			9,853
Contributed and other surplus		6,074,746			6,074,746
Other Comprehensive income		10,384			-
Retained earnings (deficit)		(5,107,797	)		(4,484,533	)
Total Equity		987,186			1,600,046
Total Liabilities and Equity	$	2,083,933		$	2,508,096

The accompanying notes are an integral part of these financial statements.

Reliabrand Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended						Six months ended
	December 31, 2014			December 31, 2013			December 31, 2014			December 31, 2013
Revenues	$	237,253		$	155,011		$	302,186		$	191,832
Cost of goods sold		218,691			74,061			249,809			96,600
Gross profit		18,562			80,950			52,377			95,232
Operating expenses
Advertising and promotion		57,945			61,590			135,037			141,484
Amortization and Depreciation		42,678			28,387			71,191			56,703
Accounting, Audit and Legal Fees		85,163			31,705			114,401			76,011
Consulting Fees		(29,995	)		64,708			20,283			95,004
Consulting Fees - Related Party		73,774			97,657			175,881			186,931
Rental		18,481			10,864			35,493			12,867
Selling, general and administrative		32,152			111,505			98,419			121,947
Shipping and warehouse		3,478			6,337			8,817			11,889
Stock Options Expense		-			7,000			-			7,000
Consulting contract benefits - related party		3,079			5,769			6,220			6,923
Total operating expenses		286,755			425,522			665,742			716,759
Income from operations		(268,193	)		(344,572	)		(613,365	)		(621,527	)
Non operating income and expenses
Interest expense		(7,829	)		(858	)		(9,899	)		(3,960	)
Net loss	$	(276,022	)	$	(345,430	)	$	(623,264	)	$	(625,487	)

Net Loss Per Share - Basic and Diluted	-	-	(0.01	)	(0.01	)

Weighted Average number of Common Shares Outstanding	98,471,371	94,606,368	98,471,371		92,410,341

The accompanying notes are an integral part of these financial statements.

Reliabrand Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31, 2014			December 31, 2013			December 31, 2014			December 31. 2013
Net loss	$	(276,022	)	$	(345,430	)	$	623,264	)	$	(625,487	)
Foreign currency translation gain		10,384			-			10,384			0
Accumulated Comprehensive Income	$	(265,638	)	$	(345,430	)	$	(612,880	)	$	(625,487	)

The accompanying notes are an integral part of these financial statements.

Reliabrand Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six months ended
	December 31, 2014			December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) for the period	$	(623,264	)	$	(625,487	)
Depreciation and amortization		71,191			85,682
Stock issued for services		-			78,000
Stock Option Expense		-			7,000
Changes in operating assets and liabilities:
Accounts receivables		(42,216	)		(111,026	)
Prepaid expenses		26,800			(57,965	)
Inventories		213,124			(191,924	)
Accounts payable and accrued expenses		117,768			(48,148	)
Royalties payable to related parties		(15,426	)		(8,946	)
Amounts due to officers/stockholders - current		60,145			-
Interest payable, net		6,944			2,382
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES		(184,934	)		(870,432	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(6,049	)
Payments on royalty agreements		(19,266	)
TOTAL CASH USED BY INVESTING ACTIVITIES		(19,266	)		(6,049	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		-			(22,656	)
Proceeds from issuance of common stock		-			1,105,000
TOTAL CASH USED BY FINANCING ACTIVITIES		-			1,082,344
OTHER ACTIVITIES:
Effect of exchange rate on cash and cash equivalents		19,972			-
Net cash increase (decrease) in cash and cash equivalents		(184,228	)		205,863
Cash and cash equivalents at beginning of period		188,763			10,488
Cash and cash equivalents at end of period	$	4,535		$	216,351

The accompanying notes are an integral part of these financial statements.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

1. Significant Accounting Policies

Nature of business/basis of preparation

Interim periods

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2014 are not necessarily indicative of results for any future period. The condensed consolidated balance sheet at June 30, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the year ended June 30, 2014.

During the period ending December 31, 2014, the Company’s gain/loss realized on the exchange of foreign currency became material. As such, the Company began to identify the amounts and report them in a separate statement of comprehensive income.

Nature of Operations and Basis of Presentation

Reliabrand, Inc. (the Company, we, us, our, RLIA), formerly known as A&J Venture Capital Group, Inc., Alco Energy Corp., and Startale Group, Inc., is a Nevada corporation, formed February 22, 2007 with its head office in Kelowna, BC. Since inception we have had minimal operations and not earned any significant revenues to date. In the previous fiscal year ended June 30, 2014, we had commenced sales of our products, and have started our marketing program. We are in the process of establishing ourselves as a company that will focus its operations on developing the Adiri brand of products and sell them in the open markets.

Adiri was one of the first baby bottle manufacturers to offer BPA-free products when it was launched in 2007. The Adiri Natural Nurser bottle achieved more international design recognition than any other bottle of any kind in history, winning 15 internationally recognized product design competitions including tying for first place in the D&AD Design Award (known as the “Yellow Pencils”) in 2008 with the “Apple iPod Touch” from 23,000 international product submissions. The iconic and patented “natural breast shape” and “petal vent” are among the features that reduced colic and improved the infant feeding experiences which led to Adiri earning the prestigious Gold MDEA (Medical Design Excellence Award) along with the design firm Whipsaw, Inc. in 2008. We are currently developing a newer version of the baby bottle that Adiri was previously producing and it will be free of Estrogenic Activity (EA) as well as being BPA-free. The Company intends to aggressively promote and market the bottles and accessories and plans to secure retail distribution outlets for the bottles. The Company’s fiscal year-end is June 30. In the fourth quarter of fiscal year 2013, the Company’s management determined that it exited the development stage, as defined in FASB ASC 915-10. The Company has adjusted its financial statement presentation accordingly.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

Business Composition

On January 20, 2011, we entered into an Asset Purchase Agreement (the “Agreement”) with 0875505 B.C. Ltd. (“BC Ltd”), a British Columbia, Canadian company. The Agreement provided for us to acquire multiple patents and trademarks acquired by BC Ltd through a receivership proceeding of Adiri, Inc. (Adiri”). Adiri was granted the initial patents and trademarks. These patents and trademarks relate to a baby bottle and related components that BC Ltd expended approximately $1,500,000 in cash in acquiring and further development; as of December 31, 2010 the patents, and related expenses to acquire and maintain the patents, had a net book value, which approximates fair value, of $1,436,768. As part of the Agreement, the Company also acquired $100,000 in cash, total note receivables and accrued interest in the amount of $63,296 owed by Watergeeks, Inc., a related party entity, to BC Ltd, resin inventory of $8,160, pacifier inventory of $6,000, product molds of $5,266, assumed an executory contract with a plastics manufacturer, and assumed accounts payable of approximately $45,176. In exchange, at the closing on April 26, 2011 we issued 35,000,000 shares of our common stock, par value $.0001, post-split.

On March 16, 2012, we entered into a Share Purchase Agreement (the “agreement 2”) with 0875505 B.C. Ltd. (“BC Ltd”), a British Columbia, Canadian company to acquire the company through a share exchange. As noted above, we had already purchased all the assets and liabilities from the company in the above agreement. We decided to purchase the equity in BC Ltd because while we were beginning the process to transfer the patents and trademarks to our company name, we found the process to be very costly and very lengthy. Whereas if we acquired the BC Ltd as a wholly owned subsidiary we would own the patents and trademarks without completing the transfer process, which was most cost effective for our company with our limited cash reserves, and offered the quickest and most cost effective remedy to protect our interests and our shareholders assets. In exchange for the shares of stock of BC Ltd, we agreed to issue to the shareholders of BC Ltd 50,000 shares of our restricted common stock. We also acquired the remaining cash of approximately $3,705 ($3,675CAD).

Principles of consolidation

The financial statements include the accounts of the parent Reliabrand Inc. and its wholly owned subsidiary. Our operations are treated as one operating segment. All inter-company balances and transactions have been eliminated.

Use of estimates

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income, expenses and related disclosures. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

Recently issued accounting standards

Recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on our financial position, results of operations and cash flows, including the below:

FASB ASU 2014-18, Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination (a consensus of the Private Company Council). The update provides alternatives for recognition of intangible assets as a result of business transactions. The update is effective for fiscal years beginning on or after December 15, 2015. The Company does not anticipate significant impact upon its financial statements at this time and will continue to evaluate the potential for such impact.

FASB ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which was issued September 2014. This provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company does not anticipate a significant impact upon adoption.

Economic dependence

Dependence on key customers

In the six months ended December 31, 2014 and 2013, our Wal-Mart Canada sales accounted for none and 31.02%, respectively, of our revenues. In the six months ended December 31, 2014 and 2013, our North American sales accounted for 100.00% and 100.00%, respectively, of our revenues. In the six months ended December 31, 2014 and 2013, our Wal-Mart Canada customer accounted for none and 99.77%, respectively, of our receivable balances.

Financial instruments

No significant exposure to foreign currency exchange risk

The company does business internationally. At December 31, 2014 the Company has some exposure to foreign currency exchange risk. The Company purchases and sells its products in the international market and has exchange risk which is not being hedged. The relationship of accounting for transactions from its Canadian operations has given effect to recognition of other comprehensive income. The Company continues to monitor these exchange relationships and will consider future plans to reduce any risk as it becomes warranted.

Approach to managing liquidity risk

Liquidity risk is the risk that the company will not be able to meet its financial obligations as they become due. Liquidity risk also includes the risk of not being able to liquidate assets in a timely manner at a reasonable price.

The Company anticipates that revenue or income for fiscal year 2015 may be limited, but based upon our historical data we expect to continue to show growth. The Company also expects to continue to incur substantial expenses relating to its marketing and sales efforts. As a result, the Company expects to incur losses over the next year unless it is able to realize additional revenues under any current or future agreements. The timing and amounts of such revenues, if any, cannot be predicted with certainty. Accordingly, results of operations for any period may be unrelated to the results of operations for any other period.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

The Company will likely need to raise and is pursuing additional funds through strategic collaborations, public or private equity or debt financing, or other funding sources. This funding may not be available on acceptable terms, or at all, and may be dilutive to shareholder interests. If sufficient capital is not available, the Company may be required to delay, reduce the scope of or eliminate one or more of its product offerings, any of which could have a material adverse effect on its business. If the Company is not able to secure additional capital by the end of its fiscal year, it may be forced to terminate operations altogether in 2015.

Foreign currency translation

The condensed consolidated interim financial statements are presented in United States dollars (USD). We have determined that our functional currency is CDN dollars. Monetary assets and liabilities are re-measured using the foreign exchange rate that prevailed at the balance sheet date. Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders’ equity accounts and furniture and equipment are translated by using historical exchange rates. Any net adjustment is shown in the consolidated statements of comprehensive income.

Receivables

The company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required.

Inventories

Valuation and costing method

The only component of inventory is finished goods inventory, valued on a first in first out basis, and includes production cost, product freight in, and packaging costs. Slow moving and obsolete inventories are written down based on a comparison of on-hand quantities to historical and projected usages. Additionally, reserves for non-cancelable open purchase orders for components the Company is obligated to purchase in excess of projected usage, or for open purchase orders where the market price is lower than the purchase order price, if any, are recorded as other accrued expenses on the balance sheet. As of December 31, 2014 and June 30, 2014, we did not have any such accrued expenses.

Prepaid expenses

Composition

Prepaid expenses consist of deposit amounts to manufacturers which are deferred and matched against actual receipt of product.

As of December 31, 2014, the Company has placed deposits with its manufacturer for product totaling approximately $370,849. These deposits represent 50% down payment and the Company expects to pay the remaining balance as the products are completed. The initial product received from the manufacturer is substandard, therefore the balance owing is currently under dispute.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

Other Deposits

Prepaid deposits consist of payments made for rent in the amount of $3,677 and utilities in the amount of $1,601for the warehouse space.

Property, plant and equipment

Assets including leasehold improvements

Property, plant and equipment is stated at cost. Depreciation is provided for over the estimated useful lives of the respective assets, using the percentage of declining balance method. Estimated useful lives range from 5 to 15 years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful life of the asset or the life of the lease.

Other identifiable intangibles

Patents and intellectual property rights

Patents and intellectual property rights are recorded at cost and are being amortized on a straight-line basis over the legal life of the patent. The cost of the patents and intellectual property does not reflect their present or future value and the amount ultimately recoverable is dependent upon the successful commercialization of the related products. Management reviews the unamortized balance on an annual basis and recognizes any impairment in carrying value in the year of impairment.

Payables

Royalty payments

The company has agreements that provide for royalty payments based on a percentage of sales with certain minimum guaranteed amounts. Royalty payables are accrued based upon historical sales rates adjusted for current sales trends.

Total royalty expenses, net of royalty income, are included in cost of sales and amounted to $61,057 for 6-month period ending December 31, 2014 and $103,026 June 30, 2014.

Revenue recognition

Revenue is recognized when the four basic criteria of revenue recognition are met: (i) a contractual agreement exists; (ii) transfer of goods has been completed or services have been rendered; (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Thus, we generally recognize sales revenue when shipment of the purchased product has occurred. Cash payments received in advance are recorded as deferred revenue. We currently permit our customers to return or exchange defective products. We have analyzed our quality control procedures and feel that our main exposure is from damages in shipping. Accordingly we do not need to establish a reserve for returns at this time. We will continue to analyze this each period and implement one if the need arises.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

Advertising cost

The Company expenses advertising costs when incurred. During the 6-month period ended December 31, 2014 and 2013, we had $135,037 and $141,484 in expenditures on advertising, respectively.

Shipping and handling cost

Net shipping and handling costs of $8,817 and $11,889 for the 6-month period ended December 31, 2014 and 2013, respectively.

2. Going concern

These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the company will continue to operate in the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. We have sustained operating losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern.

As of December 31, 2014 we have a working capital surplus of $268,673 and accumulated deficit of $5,107,797. During the same period, we had a net loss of $623,264 and cash used in operating activities of $184,934. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plan is to aggressively pursue its present business plan. Since inception we have funded our operations through the issuance of common stock and related party loans and advances, and will seek additional debt or equity financing as required. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. Property, plant and equipment

Property, plant and equipment consist of the following:

	Cost $		Accumulated Depreciation $			December 31 2014 Net Book Value $		June 30 2014 Net Book Value $
Computer equipment	$	7,279	$	(3,474	)	$	3,805	$	4,070
Furniture and fixtures		103,526		(61,319	)		42,207		47,448
Product Molds		173,883		(132,530	)		41,353		57,603
Leasehold improvements		46,855		(28,915	)		17,940		25,227
Total	$	331,543	$	(226,238	)	$	105,305	$	134,348

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

4. Intellectual Properties and Patents

Other assets consist of the following:

	Cost $		Accumulated amortization $			December 31 2014 Net Book Value $			June 30 2014 Net Book Value $
Adiri Patents	$	800,552	$	-		$	800,552		$	800,552
Adiri Trademarks		359,375		-			359,375			359,375
Adiri patent legal fees		43,828		-			43,828			43,828
Plastic Technology Properties		100,000		-			100,000			100,000
Sippy Straw technology		25,000		-			25,000			25,000
Accumulated Amortization		-		(175,493	)		(175,493	)		(162,309	)
Total	$	1,328,755	$	(175,493	)	$	1,153,262		$	1,166,446

Asset purchase agreement

On January 2, 2014, we entered into an agreement to purchase certain assets own by an unrelated company in exchange for 250,000 shares of our restricted common stock valued at $0.10 or $25,000, plus a royalty of $0.31 per unit sold if the retail price is below $19.95, and $0.41 per unit sold if the retail price is $19.95 or more. If the Company decides in the future to not utilize the assets any further, the seller has the first right of refusal to repurchase them back for $37,500. The agreement also contains a non-competition clause for the seller.

5. Commitments

Minimum salaries and incentive bonuses

The company has employment agreements with certain officers. Those agreements provide for minimum salary levels as well as for incentive bonuses which are payable if specified performance goals are attained.

Annual rent plus additional rent

On April 1, 2013 the Company entered into a two year term lease agreement of an office and warehouse space located in Kelowna, BC. The lease commenced on May 1, 2013 and requires a monthly payment of approximately $3,600 including related taxes and a $3,623 security deposit. We paid the first and security deposit on January 30, 2013. On January 2, 2014, the company entered into an addendum to lease additional space for an additional monthly payment of $2,454 CDN. Rent expense was $35,493 and $12,867 for the 6-month periods ended December 31, 2014 and 2013, respectively. In the three months ended September 30, 2013, we received certain credits from the lessor for various lack of performance issues totaling $9,809 as an offset of rental payments. As part of the lease we agreed to pay the landlord for leasehold improvements made to the offices and warehouse, work was completed as of June 30, 2013. We capitalized $46,855 in leasehold improvements and began depreciating them according to our policies. On July 26, 2013, in full settlement, we also paid the balance owed for these improvements in shares of our common stock (Note 3).

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

Royalty agreements

The company has entered into agreements which provide for royalty payments based on a percentage of net sales of certain products. Royalty expense under these agreements was $61,057 for the 6 months ending December 31, 2014 and $103,026 for June 30, 2014.

6. Shareholders' equity

Stock Shares - Authorized

The Company has 150,000,000 common shares authorized at a par value of $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share. On April 26, 2012 the Company approved and in December 2012 the Company increased its authorized shares of common stock from 100,000,000 to 150,000,000. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all the directors of the Company. There is currently only three designated classes of preferred shares, “A,” “B,” “C,” see below. The holders of the preferred stock shall have such rights, preferences and privileges as may be determined by the Board of Director’s prior to the issuance of such shares. The preferred stock may be issued in such series as are designated by the Board of Director’s and the Board of Director’s may fix the number of authorized shares of preferred stock for each series and the rights, preferences, and privileges of each series of preferred stock. As of the periods ended December 31, 2014 and June 30, 2014, there were 98,471,371 and 98,471,371 shares of our common stock issued and outstanding, respectively. As of the periods ended December 31, 2014 and June 30, 2014, there were 10,000 shares of our preferred “A” stock issued and outstanding. As of the periods ended December 31, 2014 and June 30, 2014, there were no shares of our preferred “B” stock issued and outstanding. As of the periods ended December 31, 2014 and June 30, 2014, there were 50,000 shares of our preferred “C” stock issued and outstanding.

Common Shares - Issued and Outstanding

For the period ended September 30, 2014, the Company continued to sell a private placement at $5,000 per unit. A unit consists of 50,000 shares of our restricted common stock and a royalty agreement for pro-rata share of $1.00 per sale of a specific future product, up to the initial investment, after which this will convert to a 2.5% perpetual royalty on the same product. In connection with this royalty agreement, for the nine months ended March 31, 2014, the Company recorded an additional contingent liability for this agreement in the amount of $124,813 and is based upon projections of our sales on these products. For the period ended December 31, 2014, the Company has not issued any further units, consisting of shares of our restricted common stock and a royalty agreement (Note 8).

Preferred Stock - Series "A"

On February 26, 2010, we filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series A Preferred Stock (the "Certificate of Designations") designating ten thousand (10,000) of the Company's previously authorized preferred stock.

The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire Company’s shares, Common Stock and Preferred Stock as long as the Company is in existence. Each holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

Without the vote or consent of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of common stock of the Company other than the Common Stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.

Subject to the rights of the holders of any other series of Preferred Stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock and any other series of Preferred Stock ranking junior to the Series A Preferred Stock with respect to liquidation.

The holders of the Series A Preferred Stock shall not be entitled to receive dividends per share of Series A Preferred Stock. The Company shall have no rights to redeem Series A Preferred Stock.

On March 1, 2010, we granted and issued our former President 100 series A preferred stock shares with a value of $10,000 for consulting services rendered, and the expense was included in consulting fees in the statements of operations. On September 18, 2010, these shares were returned and cancelled as per the term of the Binding Letter of Intent with our former President.

On May 2, 2011, we authorized an issue to our President 10,000 shares of Class A Preferred Stock in exchange for him returning and cancelling nine million (9,000,000) shares of our common stock. This Class A preferred stock has the same terms and conditions as discussed above.

Preferred Stock - Series "B"

On March 15, 2014, we filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series B Preferred Stock (the "Certificate of Designations") designating one hundred fifty thousand (150,000) of the Company's previously authorized preferred stock.

The 150,000 Series B Preferred Stock shall accrue a dividend of $4.00 per share per annum as designated by the board of directors. These shares shall be convertible into shares of common stock at the ratio of 200 shares of common stock for each share of preferred “B” for a period of 24 months from the date of issuance. Each holder of the Series B Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, in the equivalent number of the completed converted shares, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

Preferred Stock - Series "C"

On March 15, 2014, we filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series C Preferred Stock (the "Certificate of Designations") designating one hundred thousand (100,000) of the Company's previously authorized preferred stock.

The 100,000 Series C Preferred Stock shall accrue interest at eight percent (8%) per annum as designated by the board of directors, and shall not accrue dividends. These shares shall be convertible into shares of common stock at the ratio of 100 shares of common stock for each share of preferred “C” for a period of 24 months from the date of issuance. For every three (3) shares of converted common stock the holder shall receive one common stock warrant, with an exercise price of $0.10 per share for a period of twenty four months after the date of conversion. Each holder of the Series C Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, in the equivalent number of the completed converted shares, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote.

As of the period ended December 31, 2014, the Company has 50,000 shares of our preferred Series “C” stock issued and outstanding.

7. Stock based compensation

2013 Stock Option Plan

Our board of directors adopted and approved our 2013 Stock option Plan (“Plan”) on January 18, 2013, which provides for the granting and issuance of up to 30 million (30,000,000) shares of our common stock.

Our board of directors administers our Plan, however, they may delegate this authority to a committee formed to perform the administration function of the Plan. The board of directors or a committee of the board has the authority to construe and interpret provisions of the Plan as well as to determine the terms of an award. Our board of directors may amend or modify the Plan at any time. However, no amendment or modification shall adversely affect the rights and obligations with respect to outstanding awards unless the holder consents to that amendment or modification.

The Plan permits us to grant Non-qualified stock options to our employees, directors and consultants. The options issued under this Plan are intended to be Non-qualified Stock Options in full compliance with Code Section 409A.

The duration of a stock option granted under our Plan cannot exceed ten years. The exercise price of an incentive stock option cannot be less than 100% of the fair market value of the common stock on the date of grant.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

The Plan administrator determines the term of stock options granted under our Plan, up to a maximum of ten years, except in the case of certain events, as described below. Unless the terms of an optionee's stock option agreement provide otherwise, if an optionee's relationship with us ceases for any reason other than disability or death, the optionee may exercise any vested options for a period of ninety days following the cessation of service. If an optionee's service relationship with us ceases due to disability or death the optionee or a beneficiary may exercise any vested options for a period of 12 months in the event of disability or death.

Unless the Plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionee may designate a beneficiary, however, who may exercise the option following the optionee's death.

During the year ended June 30, 2013, the Company granted 8,381,150 to our current President, the options become fully vested upon grant and contained an exercise price of $0.10 per share. On November 22, 2013, we granted 750,000 stock options to a consultant at an exercise price of $0.10 per share, and these options will expire five years from the grant date, and will vest as follows, upon signing the agreement 50,000 options will vest, and then at the end of each three month period, 100,000 options, per the agreement (Note 8).On February 28, 2014, the consultant and the Company terminated the agreement that granted these options and they were forfeited. As of December 31, 2014 and June 30, 2014, 21,618,850 options were available for future grant.

The value of employee and non-employee stock warrants granted during the years ended June 30, 2014 and 2013 was estimated using the Black-Scholes model with the following assumptions:

Expected volatility (based on historical volatility)		501.71%
Expected Dividends		none
Expected term in years		10
Risk free rate		2.03%

The expected volatility assumption was based upon historical stock price volatility measured on a daily basis. The risk-free interest rate assumption is based upon U.S. Treasury bond interest rates appropriate for the term of the Company’s employee stock options. The dividend yield assumption is based on our history and expectation of dividend payments.

A summary of the options granted to employees and non-employees under the plan and changes during the periods ended December 31, 2014 and June 30, 2014 is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (In Years)		Aggregate Intrinsic Value
Balance at July 1, 2013		8,381,150		$	0.10		8.58
Granted		750,000			0.10		5.00
Exercised		-			-		-
Forfeited or expired		(750,000	)		0.10		5.00
Balance and Exercisable at June 30, 2014		8,381,150			0.10		8.58
Weighted average fair value of options granted during the period ended June 30, 2014		-		$	0.10		-

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (In Years)		Aggregate Intrinsic Value
Balance at July 1, 2014		8,381,150	$	0.10	$	8.58	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Balance and Exercisable at December 31, 2014		8,381,150		0.10		8.00		-
Weighted average fair value of options granted during the period ended December 31, 2014		-	$	0.10	$	-	$	-

The following table summarizes information about employee stock options under the 2013 Plan outstanding at December 31, 2014:

Range of Exercise Price		Outstanding at December 31, 2014		Weighted Average Remaining Contractual Life (In Years)		Weighted Average Exercise Price		Intrinsic Value		Exercisable at December 31, 2014		Weighted Average Exercise Price		Aggregate Intrinsic Value
				Options Outstanding						Options Exercisable
$	0.10	$	8,381,150	$	8.00	$	0.10	$	-	$	8,381,150	$	0.10	$	-

The total value of stock options granted during the periods ended December 31, 2014 and June 30, 2014, was none, respectively. For the periods ended December 31, 2014 and 2013, the Company recorded no expense in stock option expense relating to stock option grants, and did not have any expense, respectively, in stock compensation – officers on our statement of operations.

At December 31, 2014 there was no unrecognized compensation cost related to stock options granted under the plan.

8. Related party transactions

Notes Payable to Shareholders

On March 1, 2012 the Company borrowed $151,410 (CDN$150,000) from one of the Company’s shareholders on an uncollateralized, non-interest bearing, demand note that matures on February 28, 2013. On May 17, 2012, we converted $56,156 USD of the above debt’s principal to shares of our restricted common stock at $0.04 per share. On December 14, 2012, we converted $75,137 USD, or 751,368 shares of our restricted common stock, of the above debt’s principal into shares of our restricted common stock at $0.10 per share. As of December 31, 2014 and June 30, 2014, the remaining balance of $20,117 is outstanding.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

On October 23, 2012 the Company borrowed $20,130 (CDN$20,000) from a company owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing a 8% interest rate per annum and matures on January 14, 2013. We accrued $412 in interest expense for the six months ended December 31, 2014 and 2013, in connection with this note, and the principal and interest are outstanding as of December 31, 2014 and June 30, 2014.

On December 14, 2012 the Company received $50,000 USD from the same company as above owned by one of the Company’s shareholders. Initially this transaction was recorded as a subscription agreement. Subsequent to June 30, 2013 the parties renegotiated the agreement and the funds were reclassified as an uncollateralized, demand note, bearing a 8% interest rate per annum and is payable upon demand of the note holder. The related interest was accrued in the current year. As of the six months ended December 31, 2014 and 2013, we accrued $1,022 in interest expense in connection with this note, and the principal and interest are outstanding as of December 31, 2014 and June 30, 2014.

On February 15, 2013 the Company borrowed $50,000 USD from a company owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing a 8% interest rate per annum. Repayment of this note shall be from sales of the Company’s products through WalMart Canada. For each check received from WalMart Canada, the Company shall pay five percent (5%) of the proceeds which shall be applied to the repayment of this Note, including principal and accrued interest. Upon satisfaction of this Note, the note holder shall be entitled to a 2.5% royalty on future sales of the Company’s products through WalMart Canada in perpetuity. During the years ended June 30, 2014 and 2013, we accrued $289 and $1,500, respectively, in interest expense in connection with this note, and on June 21, 2013, we converted $50,000 USD, or 500,000 shares of our restricted common stock, of the above debt’s principal into shares of our restricted common stock at $0.10 per share. As of June 30, 2014, we had no remaining balance outstanding.

On April 26, 2013 the Company borrowed $30,000 USD from the same company as above owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing a 8% interest rate per annum and is payable upon demand of the note holder. As of December 31, 2014 and 2013, we accrued $613 in interest expense in connection with this note. As of December 31, 2014 and June 30, 2014 the entire principal amount and interest are outstanding.

On June 26, 2013 the Company borrowed $23,300 USD (CDN $24,500) from the same company as above owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing a 8% interest rate per annum and is payable upon demand of the note holder. As of June 30, 2014 and 2013, we accrued $321 and $21, respectively, in interest expense in connection with this note. On August 2013, we repaid the entire balance due. As of December 31, 2014 and June 30, 2014, only the interest accrued is outstanding.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

	December 31 2014 $		June 30 2014 $
Uncollateralized note to a related entity bearing no interest per annum which matured on February 28, 2013	$	20,117	$	20,117
Uncollateralized note to a related entity bearing 8% interest per annum		50,000		50,000
Uncollateralized note to a related entity bearing 8% interest per annum		30,000		30,000
Uncollateralized note to a related entity bearing 8% interest per annum which matured January 14, 2013		20,130		20,130

All notes are payable on demand and appropriately classified as current liabilities. Total interest payable related to the notes amounts to $19,071

Related party transactions and balances

On January 18, 2013, the Company entered into a consulting agreement with the son of our current President for his consulting services at a rate of $47,300 USD per annum. The agreement will be in effect for a period of twelve months, ending on December 31, 2013, and is automatically renewed for successive twelve month terms. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. On March 1, 2014, the Company entered into a new consulting agreement with the same son for his consulting services at a rate of $52,000 USD per annum. The agreement will be in effect for a period of twelve months, ending on December 31, 2014. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. He also receives a $300 gas allowance monthly, and he will continue to receive a 2.50% royalty on all gross sales of the Company. For the periods ended December 31, 2014 and 2013, we recorded $16,000 and $25,621, respectively, in consulting fees – related party expense to this individual. For the six months ended December 31, 2014 and 2013, the Company accrued a total of $6,803 and $4,785 in royalties payable, respectively.

On January 18, 2013, the Company entered into a consulting agreement with another son of our current President for his consulting services at a rate of $47,300 USD per annum. The agreement will be in effect for a period of twelve months, ending on December 31, 2013, and is automatically renewed for successive twelve month terms. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. On March 1, 2014, the Company entered into a new consulting agreement with the same son for his consulting services at a rate of $52,000 USD per annum. The agreement will be in effect for a period of twelve months, ending on December 31, 2014. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. He also receives a $300 gas allowance monthly, and he will continue to receive a 2.50% royalty on all gross sales of the Company. For the periods ended December 31, 2014 and 2013, we recorded $28,000 and $27,503, respectively, in consulting fees – related party expense to this individual. For the six months ended December 31, 2014 and 2013, the Company accrued a total of $6,803 and $4,785 in royalties payable, respectively.

On January 18, 2013, the Company entered into a consulting agreement with a third son of our current President for his consulting services at a rate of $47,300 USD per annum. The agreement will be in effect for a period of twelve months, ending on December 31, 2013, and is automatically renewed for successive twelve month terms. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. On March 1, 2014, the Company entered into a new consulting agreement with the same son for his consulting services at a rate of $52,000 USD per annum. The agreement will be in effect for a period of twelve months, ending on December 31, 2014. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. He also receives a $300 gas allowance monthly, and he will continue to receive a 2.50% royalty on all gross sales of the Company. For the periods ended December 31, 2014 and 2013, we recorded $23,290 and $27,592, respectively, in consulting fees – related party expense to this individual. For the six three months ended December 31, 2014 and 2013, the Company accrued a total of $6,803 and $4,785 in royalties payable, respectively.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

On January 18, 2013, the Company entered into a consulting agreement with a fourth son of our current President, for his consulting services at a rate of $35,200 USD per annum. The agreement will be in effect for a period of twelve months, ending on December 31, 2013, and is automatically renewed for successive twelve month terms. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. On March 1, 2014, the Company entered into a new consulting agreement with the same son for his consulting services at a rate of $45,000 USD per annum. The agreement will be in effect for a period of twelve months, ending on December 31, 2014. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. He also receives a $300 gas allowance monthly, and he will continue to receive a 2.50% royalty on all gross sales of the Company. For the periods ended December 31, 2014 and 2013, we recorded $24,300 and $20,533, respectively, in consulting fees – related party expense to this individual. For the six months ended December 31, 2014 and 2013, the Company accrued a total of $6,803 and $4,785 in royalties payable, respectively.

On May 1, 2011, the Company entered into a consulting agreement with a company controlled by our President and Chief Executive Officer, for his consulting services at a rate of $10,000 per month, and he received a 3.00% royalty on all gross sales of the Company. On January 18, 2013, the Company entered into an amendment of the above consulting agreement, dated May 1, 2011, with the same Company as above, the prior agreement remains in force except for the following provisions, his consulting services will be at a rate of $11,000 per month, and he will also be granted an option to purchase an amount of shares to represent 10% of our issued and outstanding common stock as of December 31st of the prior year. On March 1, 2014, the Company entered into a second amendment of the above consulting agreement, dated May 1, 2011, with the same Company as above, the prior agreement remains in force except for the following provisions, his consulting services will be at a rate of $12,100 per month, and he will also be granted an option to purchase an amount of shares to represent 10% of our issued and outstanding common stock as of December 31st of the prior year. On March 1, 2014 the President received a second option to purchase 9,722,387 shares of the Company’s common stock for $0.10 per share (Note 11). For the six months ended December 31, 2014 and 2013, we recorded $72,600 and $66,000, respectively, in consulting fees – related party expense in connection with these contracts. For the six months ended December 31, 2014 and 2013, the Company accrued a total of $8,163 and $5,742 in royalties payable, respectively.

On September 1, 2013, the Company entered into a consulting agreement with a son of a current shareholder, for his consulting services at a rate of $34,171 USD ($36,000 CAD) per annum, and we will issue him 20,000 shares of our restricted common stock per month of service rendered. The agreement will be in effect for a period of twelve months, ending on August 31, 2014. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ten day written notice. For the period ended December 31, 2014 and 2013 we recorded $11,691 and $19,683 in consulting fees – related party expense to this individual. For the periods December 31, 2014 and 2013, we paid this individual his fees in cash and stock, including $11,691 and $15,683 paid in cash and none and $4,000 paid in shares of common stock, respectively.

Shareholder Advances

In the six month period ended December 31, 2014, our current President/Shareholder paid operating bills on behalf of the Company totaling $24,616, and was not repaid. In the six month period ended December 31, 2013, our current President paid operating bills on behalf of the Company totaling $11,087, and was repaid $0 in cash.

Reliabrand Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended December 31, 2014 and 2013

(Unaudited)

9. Reclassifications

Certain amounts in the period ended December 31, 2013 financial statements have been reclassified to conform to the current period ended December 31, 2014 presentation.

10. Subsequent events

In accordance with ASC 855-10 “Subsequent Events”, the Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements were issued and found there were none that warranted disclosure, except for the below:

During February 2015, the Canada Revenue Agency, under ITA Sections 14(1), 14(5), 38, 39(1), and 54, began auditing the asset purchase agreement that took place in January 2011 to determine fair value of the patents obtained by the Company. This will be a lengthy process and the outcome is not known with any certainty at this time, but could possibly result in a reduction of the value of the patents to their purchase price.

ITEM 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read this section in conjunction with our financial statements and the related notes included in this Form 10-Q. Some of the information contained in this section or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements.

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

The following discussion and analysis of the Company’s financial condition and results of operations are based on the Company’s financial statements, which the Company has prepared in accordance with U.S. generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Plan of Operations

Presently, the Company is selling the baby bottles through its online website and has begun limited retail distribution as well. The Company is presently in discussion with distributors of baby bottles and related products in over 20 countries worldwide. The Company has entered into agreements with Walmart of Canada to sell the Company’s products in the 338 Walmart stores in Canada. The Company is also in the process of entering into additional agreements with distributors and retailers to sell its products domestically and internationally. The Company also sells its products through its website, www.reliabrand.com.

Overall, during the next 12 months, we cannot predict accurately the amount of capital that we will need to accomplish our plan of operations. The capital needed will vary depending on the projects that we seek. If during the next 12 months, we are unsuccessful in effectuating our plan of operations as described above, we expect to incur total expenditures of at least $1,000,000. In this regard and during such period, we anticipate spending $100,000 on professional fees attributable to fulfilling our reporting obligations under the federal securities laws and $50,000 on general administrative costs and expenditures associated with complying with reporting obligations. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing plan and operations. We believe that debt financing will not be an alternative for funding the marketing plan. We do not have any agreements or arrangements in place for any future equity financing event. If we are required to raise additional funds, substantial dilution may result to existing shareholders.

Results of Operations for the Three Months Ended December 31, 2014 and the Three Months Ended December 31, 2013

We have revenue of $237,253 for the period ended December 31, 2014 compared to revenue of $155,011 for the period ended December 31, 2013, the increase in our revenues are mainly attributed to increased retail sales on our website, and an increase in our sales due to foreign orders.

As of December 31, 2014, we had total assets of $2,083,933 and total liabilities of $1,096,747 compared to total assets of $2,508,096 and total liabilities of $908,050 as of June 30, 2014. The main changes in our balance sheet items are attributable to an increase in accounts payable and sums due to related parties for advances made to the Company.

During the three months ended December 31, 2014, we incurred operating expenses in the amount of $286,755. These operating expenses were comprised of accounting, auditing and legal fees, selling, general and administrative expenses, consulting fees, rent expenses and amortization and depreciation compared to operating expenses of $425,522 for the three months ended December 31, 2013. The main increases were in our selling, general and administrative areas as well as accounting, legal and auditing fees, as our business operations have grown or expenses in this area have grown accordingly.

For the three months ended December 31, 2014, we paid consulting fees of $73,774 to related parties compared to consulting fees to related entities of $97,657 for the three months ended December 31, 2013.

For the three months ended December 31, 2014, we paid rent expense to an unrelated party of $18,481 compared to rent expense to an unrelated party of $10,864 for the three months ended December 31, 2013. The reason for the increase is in the current fiscal year is the rent for the larger space we currently occupy.

Results of Operations for the Six Months Ended December 31, 2014 and the Six Months Ended December 31, 2013

During the six months ended December 31, 2014, we incurred operating expenses in the amount of $665,742 and had revenues of $302,186. These operating expenses were comprised of accounting and audit fees, legal fees, general and management expenses, rent expense, and amortization expense, compared to operating expenses of $716,759 and revenues of $191,832 for the six months ended December 31, 2013. We anticipate having additional increases in our expenses as needed, as our business expands, and our sales increase.

For the six months ended December 31, 2014, we paid consulting fees of $175,881 to related parties compared to consulting fees to related parties of $186,931 for the six months ended December 31, 2013.

Liquidity and Capital Resources

As of December 31, 2014, the Company had $4,535 cash on hand and as of June 30, 2014, the Company had a cash balance of $188,763.

For the six months ended December 31, 2014, the Company issued no shares nor raised any capital.

For the six months ended December 31, 2013, the Company raised $1,150,440 in a private placement of its common stock, conducted in compliance with Regulation S (“Regulation S”) and/or Regulation D (“Regulation D”) of the Securities Act of 1933, as amended (the “Securities Act”), selling a total of 9,450,000 shares of its common stock. All these shares have been issued. In addition, the shareholders in these private placements received a perpetual royalty on certain products. The Company has recorded $274,129 as additional contingent liability in connection with these royalty payments. The Company is utilizing the proceeds from this offering to fund its current operations.

On July 23, 2013, the Company issued 191,100 restricted shares of our common stock for payment of debt owed to our legal counsel for services performed in the amount of $19,000.

On July 26, 2013, the Company issued 400,000 restricted shares of our common stock for payment of accounts payable invoice for leasehold improvements installed at our current office performed by an unrelated third party in the amount of $45,440. The value of the issuance also included a royalty agreement.

On July 26, 2013, the Company issued 200,000 restricted shares of our common stock for payment of public relations management services performed by an unrelated third party in the amount of $20,000, in payment of the consulting agreement. The value of the public relations services is included in consulting fees in our statement of operations.

On September 30, 2013, the Company issued 20,000 restricted shares of our common stock for payment of consulting services performed by a related third party in the amount of $4,000, in payment of the consulting agreement. The value of the public relations services is included in consulting fees in our statement of operations.

On November 4, 2013, the Company issued 500,000 restricted shares of our common stock for payment of product development services performed by an unrelated third party in the amount of $50,000, in payment of the consulting agreement. The value of the product development services is included in consulting fees in our statement of operations.

On November 29, 2013, the Company issued 40,000 restricted shares of our common stock for payment of consulting services performed by a related third party in the amount of $4,000, in payment of the consulting agreement. The value of the services is included in consulting fees – related parties in our statement of operations.

If the Company is not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to it, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

The Company presently does not have any available credit, bank financing or other external sources of liquidity. Due to its brief history and historical operating losses, the Company’s operations have not been a source of liquidity. The Company will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that the Company will be successful in obtaining additional funding.

The Company will need additional investments in order to continue operations. Additional investments are being sought, but the Company cannot guarantee that it will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of the Company’s common stock and a downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if the Company is able to raise the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed to it, or experience unexpected cash requirements that would force it to seek alternative financing. Further, if the Company issues additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of the Company’s common stock. If additional financing is not available or is not available on acceptable terms, the Company will have to curtail its operations.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies.

Contractual Obligations

On April 1, 2013, the Company entered into a two year term lease agreement for office and warehouse space located in Kelowna, BC. The lease commenced on May 1, 2013 and the monthly rental payment is approximately $3,600 including taxes. Rent expense was $10,684 and none for the periods ended December 31, 2013 and 2012, respectively. In the six months ended December 31, 2013, we received certain credits from the landlord for various lack of performance issues totaling $9,809 as an offset of rental payments. As part of the lease, we agreed to pay the landlord for leasehold improvements made to the offices and warehouse and the work was completed as of June 30, 2013. We capitalized $46,855 in leasehold improvements and began depreciating them according to our policies. On July 26, 2013, we paid the balance owed for these improvements in shares of our common stock.

On May 1, 2011, we entered into a consulting agreement with a company controlled by our President and Chief Executive Officer, for his consulting services at a rate of $10,000 per month. The terms of the consulting agreement also call for the Company to provide health insurance, vacation, a company credit card, and reimbursement for all reasonable business expenses incurred by him in the performance of his duties. The agreement will be in effect for a five year period ending on May 1, 2016 and is renewable after that period; however, the Company has the option to cancel with or without “cause”. To cancel with “cause” means that there is a breach of fiduciary duties or felonious conduct, and under the agreement the Company may terminate the contract with a 90 day notice. To cancel without “cause”, the Company would be liable for a lump sum payment equal to the balance of the consulting fees remaining under the current year’s consultant agreement.

On January 18, 2013, the Company entered into an amendment of the above consulting agreement with the same Company as above, the prior agreement remains in force except for the following provisions: Mr. Markus’ consulting services will be at a rate of $11,000 per month, and Mr. Markus also received an option to purchase 8,131,150 shares of the Company’s common stock for $0.10 per share. On January 1st of each year that the consulting agreement is in force, Mr. Markus will be granted an option to purchase an amount of shares to represent 10% of our issued and outstanding common stock as of December 31st of the prior year. On March 1, 2014, the President received an option to purchase 9,722,387 shares of the Company’s common stock at $0.10 per share. For the six month periods ended December 31, 2014 and December 31, 2013, we recorded $72,600 and $66,000, respectively, in consulting fees – related party expense in connection with these contracts. As of December 31, 2014 and 2013, the Company accrued a total of $8,163 and $5,742, respectively, in royalties payable.

On May 1, 2012, the Company entered into consulting agreements with three sons of its President, for their respective consulting services at a rate of $43,000, respectively, USD per annum. The agreements were each for a period of twelve months, ending on December 31, 2012, and are automatically renewed for successive twelve month terms. The agreements may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. They each received one month’s salary as a signing bonus, and will each also receive a 2.50% royalty on all gross sales of the Company. On January 18, 2013, the Company entered into new consulting agreements with each of the same three sons as above, increasing their respective annual compensation to $47,300 each. All others terms remained the same. On March 1, 2014, the Company entered into new consulting agreements with these sons for their consulting services at a rate of $52,000 USD per annum. The Agreement is in effect for a period of twelve months, ending December 31, 2014, and is automatically renewed for successive twelve month periods. The agreements may be terminated by the Company at any time, or by mutual consent, without consequence with ninety days’ notice. They each receive a $300 monthly gasoline allowance and they continue to receive a 2.50% royalty on all gross sales of the Company. For the six month periods ended December 31, 2014 and 2013, we recorded $16,000 and $25,621, respectively, in consulting fees – related party expense in connection with each of these contracts. As of December 31, 2014 and December 31, 2013, the Company accrued a total of $6,803 and $4,785, in royalties payable for each agreement.

On January 18, 2013, the Company entered into a consulting agreement with the fourth son of our current President, for his consulting services at a rate of $35,200 USD per annum. The agreement is in effect for a period of twelve months, ending on December 31, 2013, and is automatically renewed for successive twelve month terms. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. He also received one month’s salary as a signing bonus, and he will also receive a 2.50% royalty on all gross sales of the Company. On March 1, 2014, the Company entered into a new consulting agreement with the same son for his consulting services at a rate of $45,000 USD per annum. The agreement is in effect for a period of twelve months, ending on December 31, 2014, and is automatically renewed for successive twelve month periods. The agreement may be terminated by the Company at any time, or by mutual consent, without consequence with a ninety day written notice. He also receives a $300 gas allowance monthly and will continue to receive 2.5% royalty on all gross sales of the Company. For the six month periods ended December 31, 2014 and December 31, 2013, we recorded $24,000 and $20,533, respectively, in consulting fees – related party expense in connection with this contract and fees charged previous to this contract. For the six months ended December 31, 2014 and December 31, 2013, the Company accrued a total of $6,803 and $4,785 and none, respectively, in royalties payable.

In the six month period ended December 31, 2014, our current President paid operating bills on behalf of the Company totaling $24,616 and was not repaid. In the six month period ended December 31, 2013m our current President paid operating bills on behalf of the Company totaling $11,087 and was not repaid.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Inflation

Inflation has not materially impacted our results of operations in recent years.

ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” (as defined by Item 10 of Regulation S-K), the Company is not required to provide information required by this Item, as defined by Regulation S-K Item 305(e).

ITEM 4T - Controls and Procedures

Disclosure controls and procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report, being December 31, 2014, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are not effective as at the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the three month period ended December 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II OTHER INFORMATION

ITEM 2 - Unregistered Sales of Equity Securities and Use of Proceeds

For the six months ended December 31, 2014, the Company issued no shares of unregistered common shares.

ITEM 6 - Exhibits

Exhibit
Number			Description of Exhibit

31.1			Section 302 Certification of Chief Executive Officer

31.2			Section 302 Certification of Chief Financial Officer

32.1			Section 906 Certification of Chief Executive Officer

32.2			Section 906 Certification of Chief Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RELIABRAND INC.

Date: February 19, 2015	By:	/s/ Antal Markus
		Name: Antal Markus
		Title: CEO, CFO

Attached files

RELIABRAND INC. Reports

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