x
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QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2016
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o
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TRANSITION REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______ to ________.
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RELIABILITY INCORPORATED
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||
(Name of registrant in its charter)
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TEXAS
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75-0868913
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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53 Forest Avenue, First Floor, Old Greenwich, Connecticut
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06870
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(Address of principal executive offices)
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(Zip Code)
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(203) 489-9500
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(Issuer’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company x
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PART I. FINANCIAL INFORMATION
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2
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Item 1.
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Unaudited Financial Statements
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2
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Balance Sheets as of September 30, 2016 and December 31, 2015
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2
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Statements of Operations for the Three Months Ended September 30, 2016 and 2015
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3
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Statements of Operations for the Nine Months Ended September 30, 2016 and 2015
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4
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Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015
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5
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Notes to Unaudited Financial Statements
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6-8
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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9-10
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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10
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Item 4.
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Risk Controls and Procedures
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10
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PART II. OTHER INFORMATION
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||
Item 1.
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Legal Proceedings
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11
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Item 1a.
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Risk Factors
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11
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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11
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Item 3.
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Defaults Upon Senior Securities
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11
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Item 4.
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Mine Safety Disclosures
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11
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Item 5.
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Other Information
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11
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Item 6.
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Exhibits
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11
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Signatures
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12
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Exhibits
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13
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Item 1. Financial Statements
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September 30,
2016
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December 31,
2015
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||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$
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38,517
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$
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11,924
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||||
Total current assets
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38,517
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11,924
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||||||
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||||||||
Total assets
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$
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38,517
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$
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11,924
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||||
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||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Current liabilities:
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||||||||
Accounts payable and accrued liabilities
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$
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7,326
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$
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8,035
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||||
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||||||||
Total current liabilities
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$
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7,326
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8,035
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|||||
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||||||||
Long term liabilities:
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||||||||
Loans from shareholder and affiliate
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90,000
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50,000
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||||||
Accrued interest
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12,262 | 7,863 | ||||||
Total long term liabilities
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102,262
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57,863
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||||||
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||||||||
Total liabilities
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109,588
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65,898
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||||||
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||||||||
Stockholders' equity (deficit):
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||||||||
Preferred stock, without par value; 1,000,000 shares authorized, none issued and outstanding
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||||||||
Common stock, without par value; 300,000,000 shares authorized; 17,268,993 shares issued
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9,912,150
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9,912,150
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||||||
Accumulated deficit
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(8,888,704
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)
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(8,871,607
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)
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Less treasury stock at cost, 354,300 shares
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(1,094,517
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)
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(1,094,517
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)
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||||||||
Total stockholders' deficit
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(71,071
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)
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(53,974
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)
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||||||||
Total Liabilities and stockholders' deficit
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$
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38,517
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$
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11,924
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Three months ended
September 30,
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|||||||
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2016
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2015
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||||||
Operating expenses:
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||||||||
General and administrative
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$
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4,446
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$
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4,809
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||||
Interest expense
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1,913
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1,260
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||||||
Total expenses
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6,359
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6,069
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||||||
Operating loss
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(6,359
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)
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(6,069
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)
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Loss before taxes
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(6,359
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)
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(6,069
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)
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Taxes
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250
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-
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||||||
Net loss
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$
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(6,609
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)
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$
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(6,069
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)
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Basic and diluted loss per share
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(0.00
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)
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(0.00
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)
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||||
Weighted average shares:
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||||||||
Basic
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16,914,693
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16,914,693
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||||||
Diluted
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16,914,693
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16,914,693
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Nine months ended
September 30,
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|||||||
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2016
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2015
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||||||
Operating expenses:
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||||||||
General and administrative
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$
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12,448
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$
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15,949
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Interest expense
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4,399
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3,740
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||||||
Total expenses
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16,847
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19,689
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||||||
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||||||||
Loss before taxes
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(16,847
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)
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(19,689
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)
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Taxes
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250
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-
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||||||
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||||||||
Net loss
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$
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(17,097
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)
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$
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(19,689
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)
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Basic and diluted loss per share
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(0.00
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)
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(0.00
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)
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||||
Weighted average shares:
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||||||||
Basic
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16,914,693
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16,914,693
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||||||
Diluted
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16,914,693
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16,914,693
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Nine months ended
September 30,
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|||||||
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2016
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2015
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||||||
Cash flows from operating activities:
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||||||||
Net loss
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$
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(17,097
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)
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$
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(19,689
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest on loans from shareholder and affiliate
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4,399
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3,740
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||||||
Changes in operating assets and liabilities:
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||||||||
Accounts payable and accrued liabilities
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(709
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)
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(7,001
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)
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Net cash used in operating activities
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(13,407
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)
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(22,950
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)
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||||||||
Cash flows from financing activities:
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||||||||
Loan from affiliate
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40,000
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-
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||||||
Net cash provided by financing activities
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40,000
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-
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||||||
Net (decrease) increase in cash and cash equivalents
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26,593
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(22,950
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)
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|||||
Cash and cash equivalents:
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||||||||
Beginning of period
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11,924
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37,735
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||||||
End of period
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$
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38,517
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$
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14,785
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||||||||
Supplemental disclosure of cash flow information:
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||||||||
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||||||||
Cash paid during the period for:
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||||||||
Interest
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$
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-
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$
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-
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Taxes
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$
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250
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$
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-
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Risk Controls and Procedures
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Item 6.
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Exhibits:
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5.03
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Certificate of Amendment to the Articles of Incorporation, dated November 14, 2016.
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31.1
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CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
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31.2
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CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
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32.1
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CEO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
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Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail (XBRL).
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RELIABILITY INCORPORATED
(Registrant)
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||
November 14, 2016
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/s/ Hannah Bible
|
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Hannah Bible
|
||
President and Chief Executive Officer
|
||
/s/ Hannah Bible
|
||
Hannah Bible
|
||
Chief Financial Officer
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5.03
|
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Certificate of Amendment to the Articles of Incorporation, dated November 14, 2016.
|
31.1
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CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
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31.2
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CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
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32.1
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CEO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
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Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail (XBRL).
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