UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31 2019, 2021

For the annual period from January-1-2019January-1-2021 to December-31-2019December-31-2021

Commission File Number: 000-07092

RELIABILITY INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code:

(202)965-1100

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [  ]☐ Yes, [X] ☒ No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ]☐ Yes, [X] ☒ No

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website,website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). [  ] ☒ Yes [X], ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the Registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large, accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ]☐ Yes, [X] ☒ No

The aggregate market value of the common stock held by non-affiliates of the Registrant as of December 31, 20192021, was $78,500,0001,036 (based on the closing sale price of the Registrant’s common stock on December 31, 20192021, as reported on OTC American).

As of April 30, 2020,March 31, 2022, there were 300,000,000 shares of the Registrant’s common stock outstanding.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements with respect to our future financial or operating performance, future plans and objectives, competitive positioning, requirements for additional capital, government regulation of operations and the timing and possible outcome of litigation and regulatory matters. All statements other than statements of historical fact, included or incorporated by reference in this Annual Report on Form 10-K that address activities, events or developments that we, or our subsidiaries, expect or anticipate may occur in the future are forward-looking statements. Often, but not always, forward-looking statements can be identified by use of forward-looking words such as “aim,” “potential,” “may,” “could,” “would,” “might,” “likely,” “will,” “expect,” “intend,” “plan,” “budget,” “scheduled,” “estimate,” “anticipate,” “believe,” “forecast,” “committed,” “future” or “continue” or the negative thereof or similar variations. Forward-looking statements are based on certain assumptions and analyses made by us, in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and known and unknown risks, many of which are outside our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other things, general business, economic, competitive, political and social uncertainties, the actual results of current operations, industry conditions, intellectual property and other proprietary rights, liabilities inherent in our industry, accidents, labor disputes, delays in obtaining regulatory approvals or financing and general market factors, including interest rates, equity markets, business competition, changes in government regulations. Additional risks and uncertainties include, but are not limited to, those listed under “Item 1A. Risk Factors.”

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. In January 2020, thisthe coronavirus spread to other countries, including the United States, and efforts to contain the spread of this coronavirus intensified. The outbreak and any preventative or protective actions that governments have or we may take in respect of thisto the coronavirus may result in a period of business disruption, reduced customer traffic and reduced operations. TheNow two years into the pandemic, the Company expects that the impact of this coronavirus will continue to be materiallysignificantly negative in the short term.as some media clients have not returned to pre-pandemic business levels and several of those who have, now require vaccines and or masks which have led to some of our associates declining a return to work or having to leave their assignment at our customer altogether. The full financial impact cannot be reasonably estimated at this time but may materially continue to affect our business, financial condition and results of operations. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including vaccination mandates and new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, circumstances permittingrelating to people to returnreturning to work, among others. In reaction to the COVID-19 pandemic, federalFederal and state legislatures have been attemptingcontinue to push through legislation, much of which affects the employee-employer relationship, and these new laws may have a material impact on our operations, business, finances and prospects. Recently some states have been reducing or eliminating restrictions instituted to contain the spread of the virus, while this may result in a trend toward a more normalized environment, the restrictions may be reinstituted if circumstances warrant. No certainty can be provided as to the naturefuture track of these new regulationsthe COVID-19 pandemic or their impact.the governmental responses to it.

Although we have attempted to identify important factors that could cause actual actions, events or results towhich differ materially from those described in the forward-looking statements, there may be other factors, such as the impact of the COVID-19 pandemic, that cause results to differ from those anticipated. Forward-looking statements contained in this Annual Report on Form 10-K are made as of the date of the Annual Report on Form 10-K and we disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events, results or otherwise, except as required by applicable securities laws.

As used in this Annual Report, the terms “we,” “us,” “our,” “Reliability,” “Maslow,” “MMG” and the “Company” meaning Reliability, Inc. and its operational subsidiary, Maslow Media Group Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in thousands except for share and per share values, unless otherwise indicated.

The disclosures set forth in this report should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2019.2021. All dollars, except earnings per share, presented in this Form 10-K are in thousands ($000).

Part I

ITEM 1. BUSINESS

OVERVIEW AND HISTORY

Reliability Incorporated (the(“Reliability” or the “Company”), headquartered in Rockville,Clarksburg, Maryland, through its wholly owned subsidiary, The Maslow Media Group, Inc. (“Maslow” or “MMG”), provides workforce solutions to its clients consisting primarily of Employer of Record (“EOR”) services, recruiting and staffing, and video and multimedia production. The Company focuses on domestic clients but provides services to these clients throughout the world. The Company’s clients are in diverse industries including media, financial services including banking, medical devices, pharmaceuticals, telecommunications, energy, healthcare, photography and chain restaurants.

Maslow was founded in 1988 by Linda Maslow and was incorporated in Virginia in 1992. Maslow’s initial business consisted of providing “script to screen” services in the Washington D.C. metro area. These services consisted principally of identifying and procuring qualified production crews to television, cable, and multimedia outlets. Over time, Maslow expanded its product offerings, adding workforce management solutions, EOR services, and recruiting and staffing services. In 2016, Linda Maslow sold the business to Vivos Holdings, LLC. Vivos Holdings LLC and its affiliates and related parties (other than Maslow) are referred to herein as “Vivos” or the “Vivos Entities”. As a result of the Merger, Vivos acquired approximately 86% of the issued and outstanding shares of Reliability which were distributed by Vivos to seven (7) related parties (the “Majority Shareholders”). The Majority Shareholders include Naveen Doki, Silvija Valleru, Shirisha Janumpally (through Judos Trust and Federal Systems), Kalyan Pathuri (through Igly Trust) and Srinivas Kalidindi. While the Company is not aware of any voting agreement or similar arrangement, the Majority Shareholders act in concert on all matters and are represented by a single individual. References herein to Vivos, the Vivos Entities or the Majority Shareholders refers to these entities as a group unless the context otherwise requires.

The Company was incorporated under the laws of the State of Texas in 1953. From 1971 to 2007, the Company was principally engaged in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated circuits. This business was shut down in 2007, and the Company was continued as a “shell company” as defined by the Exchange Act, with no operating activities until October 29, 2019, when the Company acquired Maslow.

Maslow was founded in 1988 by Linda Maslow whose impetuous was recognizing the need for a single resource that could provide qualified production crews to Washington, D.C.’s television, cable, and multimedia outlets. Maslow was later incorporated in Virginia in 1992 and changed its name to our current legal name, The Maslow Media Group, Inc. Maslow’s initial business consisted of providing “script to screen” services which consisted principally of providing production management and services to television, cable, and multimedia outlets. Over time, Maslow expanded its product offerings, adding workforce management solutions, such as EOR services, and recruiting and staffing services. As Maslow grew, it expanded its geographic footprint by acquiring clients outside of the Washington D.C. metro area.

On November 9, 2016, Linda Maslow sold the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Naveen Doki (“Mr. Doki”) and Silvija Valleru (“Ms. Valleru”).

In 2018, Vivos Holdings and several other Vivos companies, (“Vivos Group”) engaged an investment banker who approached management of Reliability to discuss a potential reverse merger transaction. The other investors who collaborated on a share swap of Maslow for other Vivos companies were Shirisha Janumpally (“Mrs. Janumpally”), wife of Mr. Doki, and Kalyan Pathuri (“Mr. Pathuri”), husband of Silvija Valleru.

These 4 individuals, Mr, Doki, Mrs. Janumpally, Mr. Pathuri, and Mrs, Valleru also have common ownership combinations in a number of other entities [Vivos Holdings, LLC. Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC., and Federal Systems, LLC], (collectively referred to herein as “Vivos Group”).

The reverse merger was consummated on October 29, 2019. As a result of the Merger, the Vivos Group (Vivos Holdings LLC officially) acquired approximately 84% of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings LLC.

On October 29, 2019, Maslow became a wholly owned subsidiary of Reliability by merging R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability, with and into Maslow, with Maslow being the surviving corporation (the “Merger”). The Merger is more fully described in our Current Report on Form 8-K filed on October 30, 2019.

The Company ceased to be a “shell” company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) by virtue of its ownership of Maslow following the Merger. The acquisition of Maslow also resulted in a “change in control” of Reliability.

Since the Merger, Maslow expanded its geographicstaffing vertical footprint by more actively seeking clients outside of the Washington D.C. metro area and acquiring the business assets of Intelligent Quality Solutions Inc. (“IQS”), from Vivos Holdings, Inc. providing IT Staffing solutions in December 2019, which operatesformerly operated in Plymouth, Minnesota.

On or about February 25, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Mr. Doki (collectively “Vivos Debtors”), to enforce Maslow’s rights under certain promissory notes and a personal guarantee made by the Mr. Doki. On or about May 6, 2020, the Defendants filed a counterclaim and third-party complaint for Damages, declaratory and injunctive Relief and jury Demand (the “Counterclaim”).

The Company also began pursuing arbitration in New York in 2020 which was the contractual remedy for breaches of the Merger agreement between Maslow and Reliability. It is the Company’s contention that the Vivos Group failed to disclose several material pieces of information to Reliability management pre-merger as was required by the Merger agreement. Additionally, the Vivos Group declined to honor a number of commitments made to Reliability including a $3,000 promissory note and an agreement to shield the Company from their personal debt per the “Liquidation Agreement (See 1A and Item 3). Per the Merger agreement these breaches can lead to a loss of up to all shares in Reliability for the Vivos group.

On December 23, 2020, at a hearing in the Maryland Circuit Court of Montgomery County, Maryland, a motion by the Vivos Group to compel a shareholder meeting was summarily dismissed. On January 20, 2021, Defendants and Counter/Third-Party Plaintiffs, Vivos, VREH, Doki, Pathuri, Igly, Judos, by counsel, filed a Notice of Appeal on the dismissal. However, the deadline to pursue the appeal lapsed absent additional filings by the Vivos Group.

On July 21, 2021, Maslow settled the obligation which with it had been committed by Vivos Holdings, LLC in July 2018, with Libertas Funding, LLC and Kinetic for $475. This debt belonged to Vivos Holdings LLC, and the aforementioned Liquidation Agreement, had been created as a safeguard to shelter Maslow should Vivos Holdings, LLC default, which actually transpired prior to the Merger closing in October 2019. (See Section 1A).

On September 7, 2021, the Company entered to Arbitration and Tolling Agreements with the (the “Agreements”) Vivos Group and all other persons who were parties to the pending litigation previously reported in the Texas, New York and Maryland courts and before the American Arbitration Association. The Agreements call for the stay or dismissal of the pending litigation, with the parties agreeing to resolve their disputes before a single arbitrator in Maryland.

On March 21, 2022, the Company began its arbitration proceedings against the Vivos group that is slated to run into the second quarter 2022. Maslow contends the Vivos Group committed merger violations which could result in relinquishment in whole or in part shares of Company common stock received by the Respondents in connection with the Merger. We anticipate an arbitration decision by July 7, 2022.

We refer below to the disputes between Reliability and the Vivos Group as the “Vivos Matter.”

As of December 31, 2021, the Vivos Debtor balance was $4,985.

As of March 31, 2020,2022, there were 300,000,000 shares of the Company’s common stock, no par value per share (the “Company Common Stock,” or “Common Stock”) outstanding.

EMPLOYEES

As of February 11, 2020,March 30, 2022, we had 20 team members (staff employees) at our Rockville,Clarksburg, MD corporate and Plymouth, MN branch offices.remote locations. During the fiscal year ended 2019,2021, we assigned approximately 1,4882,000 field talent workers and hadapproximately 268 were working on average or were deemed full time equivalent (FTE) throughout the year, approximately 325.year.

In the fourth quarterAs of 2019, 893December 31, 2021, 794 active field talent workers were employed.and Maslow staff employees had been employed over the past 6 months.

Approximately 6%15% of our field talent are represented by a labor union. We are not aware of any current labor efforts or plans to formalize organize any of our other team members or field talent. To date we have not experienced any material labor disruptions.

Because ofIn March 2020, the Company began experiencing a sudden drop indrop-in client requirements due to the COVID-19 pandemic, resulting in March 2020 the Company reduced the hours of contracted employees furloughed six (6) general and administrative personnel and instituted pay-cuts across the board with executives takingbeing slashed.

From a larger cut. Executives, including the Company’s CEO and CFO havecorporate employee perspective at 2021 year end, Maslow had their salaries reduced by fifteen percent.23 FTE’s on staff up from 22 a year ago.

PRODUCTS

We have observed a significant decline in demand for our services as a result of the government mandated work restrictions, employer closings, etc. The continued extension of these or more severe restrictions are likely to have a material adverse impact on our business, operations and prospects. Please see “Item 1A. Risk Factors.”PRODUCTS

Employer of Record (“EOR”)

Maslow’s EOR product is a unique outsourced managed workforce solution. The costs and compliance obligations relating to the employment of contingent or permanent workers isare borne by Maslow. These workers are Maslow employees, and the client is responsible for maintaining its workplace, but all administrative roles and responsibilities are handled by Maslow as the employer of record. This arrangement also obviates the need for our clients to hire freelanceindependent contractors for short-term or project-based hiring, who may later be re-classified as “employees” by the Department of Labor, resulting in significant costs to the client.

The EOR services offered by Maslow consist of the following principal activities.activities;

The EOR solution is different than using a professional employer organization (“PEO”). In the PEO model, the workers are employees of the PEO’s client. EORs differ from PEOs in that the EOR:EOR;

Recruiting/Staffing

Maslow has been in the staffing business for over thirty years. During that time, Maslow has developed, and we continue to develop, a large global network of multimedia and video production workers including, for our media clients, camera crews and other technical and creative talent. Maslow uses this extensive network to rapidly respond to our clients’ needs for contingent staffing and permanent placements.

In December 2019, Maslow acquired the operational assets of Intelligent Quality Solutions, Inc. (“IQS”), a staffing firm focused on information technology (“IT”) related industries and specializing in software testing. IQS operatesformerly operated out of our offices in Plymouth, Minnesota.

Our overall temporary staffing services consist of on-demand or short-term staffing assignments, contract staffing, and on-site management administration. Short-term staffing services assist employers in dealing with employee demands caused by such factors as seasonality, fluctuations in demand for their products and services, vacations, illnesses, parental leave, and special projects, without incurring the ongoing expense and administrative responsibilities associated with recruiting, hiring and retaining these employees. More and more companies are focused on effectively managing variable costs and reducing fixed overhead. The use of short-term staffing services allows companies to utilize a contingent staffing approach for their personnel needs, thereby converting a portion of their fixed personnel costs to a variable expense.

Our staffing services place workers with clients for assignments lasting from three months to an indefinite time period. We offer our clients several levels of staffing services including providing just the managed service or more involved assignments consisting of staffing an entire department or providing the workforce for a large project.

In some cases, we place an experienced workforce manager on-site at our client’s place of business. This manager then has responsibility forof conducting all recruiting, employee screening, interviewing, drug testing, hiring and employee placement for employees at the client’s place of business.

As is common in the staffing industry, the majority of our engagements to provide temporary services to our client are generally of a non-exclusive, short-term nature and subject to termination by our client with little or no notice. Near-term strategy to identify exclusive contractual engagements will further strengthen the stability of this revenue stream.

In 2021, we began focusing on the placement of full-time equivalent employees on a contingency fee basis as a stand-alone practice. Because the margins are significantly higher, this line of business boosts our overall margins and operating incomes as explained in Results of Operations. Permanent Placement margins are much higher than temporary staffing and EOR in that we do not bare employee or 1099 costs for the direct hire/permanent placement.

Video/Multimedia Production

Maslow continues to be a leading provider of multimedia and video production solution. Maslow providessolutions via its script-to-screen production services for corporate, government and non-profit clients.

We use our large, pre-vetted network of worldwide freelancers with high-level technical and creative skills to respond quickly to our clients’ needs. Our network includes directors of photography, audio engineers, make-up artists, field producers, gaffers and grips, talent, teleprompter operators, and drone operators.

Maslow provides video production services to our clients for the purpose of branding videos, documentaries, Public Service Announcements, training modules, live events, webcasts, animation, projects, and more. Our freelance video production teams and clients collaborate with our in-house, full-time Video Production Managers who bring years of experience to every project, and who work side-by-side with the team to create the vision and story for the project. In addition to human assets, Maslow sources the latest technical broadcast equipment for television, the internet and social media. Our network includes freelance talent across the globe so we canto allow us to provide local talent, resulting in cost savings to our clients.

Maslow provides, among others, the following production services:services;

Intelligent Quality Solutions (“IQS”)

The Company operates its IQS assets as an IT staffing division within Maslow. Maslow out of its Plymouth, MN facilities, provides IT staff augmentation for software developers, architects, quality assurance (“QA”) analysts, engineers, R&D, testers, developers, business systems analysts and other resources to our customers in a myriad of industries including those manufacturing and or providing medical devices, health care, energy technologies, restaurant chains, mobile communications, and photography.photography, as well as the restaurant and hospitality industry.

This businessWe provide staff augmentation from our technical resource pool comprised of top industry professionals. Our team members are typically full-time employees that have established themselves as leaders in their chosen field. We normally provide talent with skill sets that perform these types of roles:

IQS is an innovative leader in information technology staffing and staff augmentation. As a provider of full service Software Quality Management (“SQM”)partner, we provide expertise and technology to help companies achieve their optimal growth and profitability by securing the right talent at the right time. We also offer integrated workforce solutions offering a wide range of Quality Management services, including outsourcing testing with our Offshore Alternative, Smart In Sourcing (“OASIS”) TaaS (Testing as a Service) model, definingmanaged service to give companies even more valuable resource options.

Our teams support client projects with dedicated research, sourcing and implementing an automated test solutions leveragingrecruiting specialists. IQS provides ongoing training for our proprietary automation framework,managed teams, keeping them abreast of industry trends, practices and providing seasoned Quality Assurance professionals.technologies. Clients who have partnered for managed Human Resource operations and services with IQS have discovered that they lower costs, reduce risk and streamline critical processes.

Our dedicated recruiting project teams provide:

We have significant experience with SQM, affording our clients sophisticated Independent Verification & Validation (IV&V) and QA Consulting Solutions. Our clients can leverage our software testing experience to verify and validate the effectiveness of the applications they deploy and thereby get the best value for their technology investments.

Maslow offers testing services across multiple industry verticals. Our methodology, structured processes and best practice approach ensures our clients a return on their investment by identifying software/product anomalies and defects early in the lifecycle. We have extensive experience and expertise in test planning, test design/development and test execution and with providing our client tangible results through metric and reports. Our testing spans across leading enterprise commercial off the shelf (“COTS”) products, enterprise legacy applications, web-based and client server applications.

Our security testing is based on industry standard testing methodology (i.e., OWASP and OSSTMM) to detect and report application vulnerabilities.

OUR INDUSTRY

Maslow operates within the workforce management industry. The services Maslow provides (managed services, employer of record, staffing, recruiting, and video production services) generally fall within the broader category known as “workforce management” services.

The temporary staffing portion of the workforce management industry supplies workers to clients. These services offer client’s the ability to rapidly match their workforce to changes in business conditions and needs. In some cases, clients can convert fixed labor costs to variable costs. The demand for a flexible workforce continues to grow with competitive and economic pressures on employers to reduce costs, manage payroll compliance risks and respond to changing market conditions.

Per Staffing Industry Analysts’ (SAI) 2021 North America Staffing Company Survey, the 2022 trend expected to have the most impact to staffing businesses include: increased VMS/MSP use, a continuation of talent shortages, economic slowdown or downturn, customers moving to AI and hired recruiters to fulfill staffing needs, and company increasing use of flexible/remote workers.

The temporary staffing industry is large and highly fragmented with thousands of competing companies. It is estimated that the 2022 U.S. temporary staffing market will be between $156.4 and 157.9 billion, which is up from an estimated $151.8 billion in 2021 (Statistica). This matches the market’s previous high in 2019 at $151.8 billion and represents a 16% increase over 2020.

Staffing companies compete both to recruit and retain a supply of field talent and to attract and retain clients to use these workers. Client demand for temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility. The temporary staffing industry includes several markets focusing on business needs that vary widely in duration of assignment and level of technical specialization.

However, the temporary staffing market is subject to volatility based on overall economic conditions. Historically, in periods of economic growth, the number of companies providing temporary staffing services has increased due to low barriers to entry. During recessionary periods, the number of companies has decreased through consolidation, bankruptcies based on loss of key clients or material reductions of usage by existing clients, or other events. Prior to the onset of the COVID-19 pandemic, we had been seeing that the temporary staffing industry iswas experiencing increased demand in relation to total job growth asgrowth. Post COVID, clients continue to seek a more flexible workforce. In 2021, staffing revenue returned to 2019 levels with an expectation of a 3-4% growth in 2022.

The temporaryAccording to Staffing Industry Analysts (“SIA”) Global talent shortages are at a 15-year high, and more than one in three US employers report difficulty filling jobs. SIA cites the by Manpower Group report which states; “the US has been facing an extreme talent shortage crisis – a crisis that has made it difficult for staffing coordinators to source quality talent for clients. A crisis that might not be leaving soon. A crisis that will require staffing agencies to revamp their recruitment approach.” This addresses the current demand-supply shortage paradigm the staffing industry is large and highly fragmented with thousandsfaces.

SIA states that “Compared to the pre-pandemic year of competing companies. It is estimated that2019, the 2019 U.S. temporary staffing market is $152 billion, which is up from an estimated $145 billion in 2018. Staffing companies compete both to recruit and retain a supply of field talent and to attract and retain clients to use these workers. Client demand for temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility. The temporary staffing industry includes several markets focusing on business needs that vary widely in duration of assignment2022 is more resilient, more automated, more efficient, more empathetic and, level of technical specialization.thankfully, facing more demand. This should be a good year.”

Each Statestate has their own set of employment laws and regulations. The complexity of keeping up with this regulatory compliance landscape, particularly for smaller employers and companies requiring workers in multiple states, has focused more attention on EOR services. For example, California adopted eleven new employment laws for 2020.

In reaction to the COVID-19 pandemic, federal and state legislatures have been attempting to push throughproposed and enacted legislation much of which affectsaffecting the employee-employer relationship and these new and proposed laws may have a material impact on our operations, business, finances and prospects. In 2020 and 2021 for instance, restrictions were instituted in several states preventing large number of employees to return to the office. Many companies in 2021 had their workforces return to work in some capacity but included COVID vaccination mandates which a portion of the US population were not willing to comply with, resulting in many cases in employment termination. No certainty can be provided as to the nature of these new regulations or their impact. Individual states continue to change their pandemic related requirements to relax or remove restrictions on employers, but no assurance can be given as to the effect of these changes or the potential that they may be reimposed if conditions warrant.

OUR CLIENTS

A largeHistorically the largest portion of our business comeshave come from two clients, AT&T Services, Inc. (inclusive of its DirecTV division) (“AT&T”) and Janssen Pharmaceuticals (which includes workforce partners Ortho McNeil and Johnson & Johnson). But in 2021, Goldman Sachs revenue exceeded Janssen, and Morgan Stanley’s business improved 69.6% from 2020.

AT&T and Janssen Pharmaceuticals accountedstill remains the clear leader accounting for 37% and 11%27.9% of the Company’s total revenues for both of2021. This closely compares to it representing 28.8% in 2020. In 2019 and 2018. AT&T comprised of 50% and 38%accounted for 37.5% of the Company’s business.

The combination of revenue from new accounts, receivable balance as of December 31, 2019increase in revenue from several existing clients and 2018, respectively.AT&T’s 19.1% drop in revenue due to COVID-19 stay at home orders, and DirecTV loss in programming which moved to other media firms like NBC or were dropped completely, resulted in a more egalitarian client mix.

Goldman Sachs and Co., Janssen Pharmaceuticals, comprisedand Morgan Stanley represented 14.9%, 14.5%, and 10.9% respectively in 2021 compared to revenue contributions of 19%8.7%, 10.8%, and 21%5.7% respectively in 2020. No other client exceeded 10% of revenues.

Collectively, AT&T and Janssen Pharmaceuticals, represented 58.6% (32.9% and 25.8% respectively) of accounts receivable as of December 31, 20192021. Comparatively, AT&T and 2018, respectively. No other client exceeded 10%Janssen Pharmaceuticals were at 48.5%, and 18.4% in their respective portions of revenues.our accounts receivable balance in 2020.

Other significant customers include Morgan Stanley, Goldman Sachs, Lifetouch,WETA, Kaiser Permanente, Strategic Education (Strayer University), Abbott Labs, Inspire Brands, Kaiser Permanente, Discovery, WETA,US House of Representatives, Felix Lighting, Zenith Lighting,Liberty Mutual, Dahl, NEP, and Strayer University.Newsmax.

GROWTH STRATEGY

Maslow had developed its expertise in the EOR market principally in the media and information technology industries.industry. We believe there is an opportunity to leverage this expertise into other industries. The client acquisition challenge outside of media consists principally of educating prospective clients of the merits of the EOR solution over other options, finding the unique opportunities in each industry or within a corporate client that lend itself for an EOR solution, and competition from other providers of EOR services. The existing pandemic may make EOR a more desirable solution to companies that are looking for more agile ways of changing the headcount and nature of portions if not all of their workforce in an expeditious and low risk manner.

We planIf the Vivos Matter (defined and referenced in Overview section) is resolved, the Company plans to tap the capital markets to pursue an aggressive but disciplined acquisition growth strategy, both in terms of using shares for raising capital and using our shares as currency to acquire additional businesses.businesses as was our intent when we merged with Reliability in October 2019. We believe that the staffing/EOR segment is fragmented and while there are several large players in the industry, there are also a significant number of smaller businesses that would make ideal acquisition targets. These businesses are often limited in geographic scope or are specialized within an industry. In addition, we are still emphasizingcontinue to emphasize organic growth includingspecifically directing resources to sales with the hiring of a new Directoran experienced Vice President of Business Development. Sales in the first quarter of 2021.

Presently, the Company does not have any authorized shares that are not issued. No shares are expected to become available to the Company until the next meeting of shareholders, if an amendment to the Company’s Certificate of Formation to increase the number of authorized shares of Common Stock or a reverse-split of the outstanding shares of Common Stock is approved. Such approval may not likely occur until the Vivos Matter is resolved. Following the Merger, shareholders holding an over eighty80 percent of the issued and outstanding shares of Common Stock notified the Company that acting as a group they would not approve an amendment to the Company’s Certificate of Formation to increase the number of authorized, but unissued, shares of Common Stock. As a result, the Company has not been able to execute on its business plan.

WeUpon ability to utilize the capital markets, we expect to achieve greater synergies and removal of redundant resources by acquiring EOR and specialized staffing firms in more diverse locations and serving diversified industries such as health,healthcare, medical, bio tech,biotech, pharmaceuticals, aeronautics, green technologies, oil and gas, and a myriad of IT specialties. We believe that acquisitions would be not only directly accretive, but also provide significant cross-selling opportunities. Moreover, we can see immediate returns on these acquisitions as we can quickly consolidate back-office operations and realize significant savings.

We will focus our organic growth on growing our EOR and staffing business and leveraging our experience to enter new industries, particularly those that rely significantly on contractors and freelancers to perform limited time or project basedproject-based assignments such as IT (i.e., software developers and testers), marketing, food services (i.e., cafeteria), and sales activities.

As stated above under “Our Industry”, the trend for staffing expertise in the areas of AI, gig, cloud services, VMS/MSP, plus the expected need in fields like biotech, and healthcare, are of interest to Maslow. We will continue to embrace this trend and look to expand on our capabilities, which in turn we believe will open up new markets for us.

Additionally, we will continue to invest in technology and process improvements, as necessary and resources allow, to ensure that we are operatingoperate at optimal productivity and performance and will beare able to quickly adapt as ourif operations scale up.

In furtherance of our growth plans, in December 2019 Maslow hired a new Director of Business Development to oversee sales and marketing and organic customer growth. We also invested in an experienced Vice President of Human Resources, to manage our human resources through our planned growth. This individual who has both a corporate and corporate consulting experience from Sprint-Nextel and Accenture, respectively, will lead our organizational restructure to accommodate the growth while maintain a low overhead of selling, general and administrative (“SG&A”) expenses and will work closely with our executive team to build a shared service organization for this purpose.COMPETITION

COMPETITION

The staffing services market is highly fractured and competitive with limited barriers to entry. We compete in national, regional and local markets with full-service and specialized temporary staffing companies. Some of our competitors have significantly more marketing and financial resources than we do. Price competition in the staffing industry is intense. We expect that the level of competition will remain high.

The principal competitive factors in attracting qualified candidates for temporary assignments are pay rates, availability of assignments, duration of assignments and responsiveness to requests for placement. Because temporary employees often use more than one recruiter for assignments, the speed at which we place prospective workers, and the availability of appropriate assignments are important factors in our ability to complete assignments of qualified workers. In addition to having high quality workers to assign in a timely manner, the principal competitive factors in obtaining and retaining potential workers in the temporary staffing industry include properly assessing the clients’ specific job requirements, the appropriateness of the workers assigned to the client, the price of services and the monitoring of client satisfaction. Although we believe we compete favorably with respect to these factors, we expect competition to continue to increase.

The workforce management industry is highly fragmented, so we experience competition from different competitors for different services. Some direct competitors of Maslow for EOR services in the television and video production industry include, but are not limited to, Entertainment Partners, Cast & Crew, PayReel, Inc., Innovative Employee Solutions. Competitors in the broader EOR space include, Velocity Global, Easy Payroll Global, Elements Global Services, and Nexus Contingent Workforce. Direct competitors of Maslow in the staffing space include, but are not limited to TeamPeople, a division of System One Inc., Randstad, Insperity, Group Management Services, and Namely.com. Direct competitors of Maslow in the executive recruiting/permanent placement include, but are not limited to, TeamPeople, a division of System One Inc., Creative Circle, The Lucas Group, Onward Search, and DHR International. Some direct competitors of Maslow in the video production services space include, but are not limited to, PayReel, Inc., Crew Connection Inc. and TeamPeople, a division of System One Inc.

In addition to the above identified competitors, there are additional competitors that include any company that provides a similar range of services as us, as well as companies that just provide some or one of the services Maslow provides. The direct competitors listed above service the same industry that Maslow services and relies upon. The criteria for which these companies compete are generally based on price and service levels.

While recognizing the need to continue implementation and awareness in human cloud services as referenced, we believe our competitive advantage is underpinned by human relationships and interactions, and that online staffing will never replace relationships built on a personal touch. This plays into MMG’s strength as our underlying client business relies on these personal relationships such to be successful, leading us to continue to hire career professionals who are able to parlay the emotional intelligence needed with ever evolving modern technology. We see this hybrid of technology and client centricity to be our competitive advantage.

SEASONALITY

SEASONALITY

The staffing industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings. Staffing clients tend to use temporary staffing to supplement their existing workforces and generally hire direct workers when long-term demand is expected to increase. Consequently, our revenues tend to increase quickly when the economy begins to grow and, conversely, our revenues may decrease quickly when the economy begins to weaken. Other factors include the timing of recurring annual client events or sporting seasons which last a defined period of time throughout the year.

REGULATION

We are subject to regulation by numerous federal, state and local regulatory agencies, including but not limited to the U.S. Department of Labor, which sets employment practice standards for workers, and similar state and local agencies. We are subject to the laws and regulations of the jurisdictions within which we operate. While the specific laws and regulations vary among these jurisdictions, some require some form of licensing and often have statutory requirements for workplace safety and notice of change in obligation of workers’ compensation coverage in the event of contract termination. Although compliance with these requirements imposes some additional financial risk on us, particularly with respect to clients who breach their payment obligation to us, such compliance has not had a material adverse effect on our business to date. Additional government regulation of the employer-employee relationship could result in additional clients seeking our services, because we are and employer,services. Conversely, increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could also materially harm our business.

Because of the sudden drop in client requirements during this pandemic as clients have elected to delay productions for safety, the Company was forced to reduce the hours of contracted employees, furlough 6 general and administrative personnel and institute pay-cuts across the board with executives taking a larger cut.

AVAILABLE INFORMATION

We file electronically with the SEC, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Our website address is www.maslowmedia.com. The information included on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. We will make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have filed or furnished such material to the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference room at 100 F Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. Furthermore, we will provide electronic or paper copies of filings free of charge upon written request to our Chief Financial Officer.

ITEM 1A. RISK FACTORS

There are numerous and varied risks that may prevent us from achieving our goals, including those described below. You should carefully consider the risks described below and the other information included in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. Our business, financial condition, and or results of operations, could be harmed by any of the following risks. If any of the events or circumstances described below were to occur, our business, the financial condition and the results of operations could be materially adversely affected. As a result, the trading price of Company Common Stock could decline, and investors could lose part or all of their investment. The risks below are not the only risks we face. Additional risks not currently known to us or that we currently deem to be immaterial may also adversely affect our business, financial condition or results of operations.

An investment in our common stock should be considered high risk.

An investment in RLBY should be considered high risk and requires a long-term commitment, with no certainty of return.

We face risks related to health pandemics, wars, inflation, and other widespread outbreaks of contagious disease, including COVID-19 and its variants, or other potential causes of global instability which could significantly disrupt our operations and impact our financial results.

Impact

The demand for staffing services has been and will be significantly affected by general economic conditions. Uncertainties related to the duration of the COVID-19 Pandemic

In December 2019, a novel strain of coronavirus was reportedpandemic have had and are expected to have surfaced in Wuhan, China. In January 2020, this coronavirus spreadan adverse impact on the staffing industry and the Company’s ability to other countries, including the United States, and efforts to contain the spread of this coronavirus intensified. The outbreak andforecast its financial performance. As such, any preventative or protective actions that governments or we may take in respect of this coronavirus may result in a period of business disruption, reduced customer traffic and reduced operations. The Company has observed a decline in customer demand for its services and expects this decline to continue. Any resulting financial impact cannot be reasonably estimated at this time but may materially affect our business, financial condition and results of operations. We have had clients implement vaccine mandates which has on occasion had an adverse impact on our business when associates have elected not to comply. In some cases, we are able to backfill the post and in some we may not have the opportunity. When are able to backfill, there are still gaps in the period of revenue generation until a selection is made and a start date is determined. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus, rollout of vaccines, and thefederal, state and local government and client actions to contain the coronavirus or treat its impact, among others. The economic impactOur executive management team continues to track COVID-19 news and developments, including the deployment of the COVID-19 pandemic will be global and will impact our clients. As a result, our clients may be unable to make required payments, and due to delays experienced by civil courts throughout the country, enforcing such agreements may be significantly delayed. Client defaults on payment obligations could have a material adverse impact on our business, finances and prospects.vaccines.

In reaction to the COVID-19 pandemic, federal and state legislatures have been attempting to push through legislation, much of which affects the employee-employer relationship and these new laws may have a material impact on our operations, business, finances and prospects. No certainty can be provided as to the nature of these new regulations or their impact.

RISKS RELATED TO OUR COMPANY

Disputes between Reliability and the Vivos Group have put our growth plans on hold as Reliability cannot tap the public markets for capital.

Approximately 84.4% of common stock is owned by two (2) groups of related parties (“Vivos Group”);

Seven related shareholders control greater than 86%

On June 5, 2020, Reliability commenced an arbitration seeking to address purported merger violations before the American Arbitration Association (“AAA”) in New York, New York, as permitted by the Merger Agreement against Mr. Doki; Mrs. Valleru; Mrs. Janumpally (individually and in her capacity as trustee of Judos Trust); Mr. Pathuri (individually in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”).as The Respondents filed a counterclaim, but changed their mind, refused to pay the AAA’s fee, and ultimately refused to participate in the arbitration. Thereafter, Reliability petitioned the state court in New York to compel arbitration, but this action was removed to federal court, and not granted until August 26, 2021.

The Company subsequently entered into Arbitration and Tolling Agreements with alleged shareholder Naveen Doki, M.D., and his affiliates and all other persons who were parties to the pending litigation previously reported in the Texas, New York and Maryland courts and before the American Arbitration Association. The Agreements call for the stay or dismissal of the outstandingpending litigation, with the parties agreeing to resolve their disputes before a single arbitrator in Maryland. The arbitration hearing commenced on March 21, 2022, will conclude on March 30, 2022, with a decision anticipated in the second quarter 2022.

The Company is seeking damages which if granted will likely be the remedy set forth within the merger agreement which is primarily the relinquishment in whole or in part shares of Company Common Stock and currently control all voting matters brought before our shareholders.

Seven (7) related shareholders control more than 86% of the outstanding shares of Common Stock (the “Majority Shareholders”). The Majority Shareholders act together and are representedreceived by the same individual. The Majority Shareholders will likely continueRespondents in connection with the Merger.

Until which time this pending arbitration settles the matter, the Vivos Group continues to control virtually all matters submitted to shareholders for a vote; may elect all of our directors uponvote. If they prevail in some form, they could in the end of the term of the current directors; and, as a result, mayfuture control our management, policies, and operations. Our other shareholders will not have voting control over our actions, including the determination of other industries and markets that we may enter and the entities we acquire, which may be affiliated with Vivos. The various actions taken by the Majority Shareholders.

Company against the Vivos Group are motivated by ensuring that either the Vivos Group no longer controls the vote of the shareholders or, in the alternative, that no Vivos Group votes or actions can harm the Company or the minority shareholders. No assurance can be given that the Company will be successful in these actions, however on December 23, 2020, at a hearing in the Maryland District Court, a motion by Vivos Group to compel a shareholder meeting was summarily dismissed. The judge agreed that permitting Vivos Group to vote their shares at a meeting of shareholders could materially harm the interests of the Majority ShareholdersCompany as a whole, its employees and their affiliated businesses may not coincideminority shareholders. Until this dispute with the interests of other holders of Company Common Stock. The Majority Shareholders regularly acquire other businesses and may, from timeVivos is settled, we will be unable to time, acquire and hold interests in businesses that compete directly or indirectly with us. So long as the Majority Shareholders continue to own more than a majority ofexecute our outstanding common stock, they will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Conflicts of interest could arise in the future between us, on the one hand, and the Majority Shareholders, on the other hand, regarding, among other things, decisions related to our financing, capital expenditures, and growth plans, and the pursuit of potentially competitive business activities or business opportunities.

The concentration of control in the Majority Shareholders limits or severely restricts other shareholders’ ability to influence corporate matters and we may take actions that some of our shareholders do not view as beneficial, which could reduce the market price of Company Common Stock.

plan. The Company’s business plan contemplates issuing additional shares of Common Stock to raise capital and to use as currency for our acquisition growth strategy. Presently, the Company does not have any authorized shares that are not issued. No shares are expected to become available to the Company until the next meeting of shareholders, upon the approval by the shareholders of the Company of an amendment to the Company’s Certificate of Formation to increase the number of authorized shares of Common Stock, or approve a reverse-split of the outstanding shares of Common Stock. Following the Merger, the Majority Shareholders notified the Company that they would not approve an amendment to the Company’s Certificate of Formation to increase the number of authorized, but unissued, shares of Common Stock. As a result, the Company has not been able to execute on its business plan.this matter is resolved. The Company will suffer a material adverse effect if the Company continues to have no shares of Common Stock available for issuance. The Board of Directors will include the amendment to the Company’s Certificate of Formation to increase the number of authorized shares of Common Stock on the agenda for the next meeting of shareholders, however no assurance can be given that the Majority Shareholders will approve such amendment.

Related Party Indebtedness; Default.

Prior to the Merger, someshareholders of the Majority Shareholders,Vivos, (“Vivos Debtors”) directly and through affiliated entities, borrowed amounts from Maslow (the “Related Party Debt”) withthat reached an aggregate outstanding balance (including principal and interest) as of December 31, 2019, of approximately $3.400.$4,169. The Related Party Debt is evidenced by several promissory notes and a personal guaranty of Dr.Mr. Naveen Doki, also a Majority Shareholder. The Related Party Debt is currently in default.default and as of December 31, 2021, had a balance of $4,985. In February 2020, Maslow brought an action in the District Court of Montgomery County, Maryland, to enforce the promissory notes and guaranty. Failure of the Company to recover the Related Party Debt could have a material adverse effect on the Company. The case is currently pending.pending with arbitration having commenced on March 21, 2022, and running through March 30, 2022. A decision is anticipated within 60 days of the hearing’s completion.

In addition, prior to the Merger, some of the Majority ShareholdersVivos Group incurred obligations at a number of other businesses they own and caused Maslow to become obligated thereon as co-obligor or guarantor, and pledged assets of Maslow to secure certain of these obligations. During the five months prior to the consummation of the Merger, Maslow paid approximately $450 in satisfaction of these obligations. Maslow continues to be a contingent obligor on certain of these debts. IfFor instance, in December of 2019, the direct obligors failCompany’s executive management learned that prior to satisfy these debts, the creditors may bring action against Maslow, which, if determined adversely, could haveMerger, in January 2017, one of the Company’s related parties, on behalf of MMG, executed a material adverse effectguarantee of obligations of Vivos Real Estate Holdings, LLC (“VREH”), under a mortgage loan for the purchase of the property at 22 Baltimore Rd., Rockville, Maryland. From April 2018 until April 2020, MMG leased this space from Vivos Real Estate. The company learned through mortgage holder FVCBank on the Company.March 6, 2022, that this loan is now in default.

On July 21, 2021, Maslow settled the obligation which with it had been committed by Vivos Holdings, LLC in July 2018, with Libertas Funding, LLC and Kinetic for $475. The agreement which included $100 in legal fees Libertas was entitled to, released MMG from all claims judgements and obligation against MMG but did not release Naveen Doki, Silvija Valleru, Judos Trust, Igly Trust, Srinivas Kalidindi, Shirisha Janumpally, Federal Systems, Kalyan Pathuri, US IT Solutions Inc., 360 IT Professionals Inc., Alliance Micro Inc. Vivos’ IT LLC, Vivos Global Holdings LLC, Vivos Acquisitions LLC, or Vivos Holdings from the remaining obligation. This debt belonged to Vivos Holdings LLC, and the aforementioned Liquidation Agreement, (See Note 1A & Item 3) had been created as a safeguard to shelter MMG should the Vivos Group default, which actually transpired prior to the merger closing in October 2019.

Maslow felt compelled to settle Vivos’ Holdings due to 1) added pressure placed by Libertas to collect a balance that now exceeded $1,700, 2) a desire to clear liens against the Company to improve its credit status, and 3) its ability to negotiate a much lower and separate settlement.

The existence of these obligations couldhas significantly affectaffected our liquidity, as well as our ability to obtain loans in the future.loans. Certain members of the Majority ShareholdersVivos Group entered into that certain Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated as of October 28, 2019 (the “Liquidation Agreement”), pursuant to which those Majority Shareholders partiesVivos Group thereto pledged their shares of Company Common Stockcommon stock to be sold or granted to the applicable creditors in satisfaction of the debts owed to the creditors and terminate any guarantees, liens and obligations affecting Maslow. The sale of the shares subject to the Liquidation Agreement could adversely impact the value of the Common Stock.common stock. In addition, the value of the shares of Company Common Stockcommon stock may be insufficient to pay off all outstanding obligations. The Company may haveexpects this to resort to the courts to enforce the termsbe resolved as part of the Liquidation Agreement,arbitration and the sale of these shares may need to be registered under applicable securities laws, which would distract management and increase expenses.

The Company could be subject to unknown liabilities incurred by its previous sole shareholder, Vivos Holdings LLC.

Maslow was previously a wholly owned subsidiary of Vivos Holdings, LLC (“Vivos LLC”Holdings”). Vivos LLC and the other Vivos Entities areis owned and controlled by the Majority Shareholders.seven parties that we are currently in dispute. Vivos LLCHoldings had caused Maslow to be a guarantor or direct obligor for loans, advances, or other liabilities for the benefit of Vivos LLC related entities other than Maslow. These obligations were often incurred by the Majority ShareholdersVivos Holdings on behalf of Maslow without the knowledge of Maslow’s senior management. There may be additional obligations of other Vivos LLCGroup entities for which Maslow may have liability as a result of these arrangements that are not known to the management of Maslow. These liabilities could have a material adverse effect on the Company and the value of the Common Stock.common stock. Reliability runs periodic lien checks, the latest as late as January 2021 and have not seen any new uncommunicated pre-existing liabilities.

The Arbitration outcome could lead to a new shareholder base where the new affiliated parties decide a different strategic direction for the company and take appropriate action.

If a new shareholder base is the outcome of the arbitration, a new shareholder base may decide to change the strategic direction of the company in a significant way. This might include but is not limited to capitalization plans, whether company remains a public company, merger and acquisition plans, corporate structure, and executive management.

The success of our business depends on our ability to attract and retain qualified employees that possess the skills demanded by clients and intense competition may limit the ability to attract and retain such qualified employees.

For the Company’s staffing, executive recruiting, and video production services, the success of the Company depends on the ability to attract and retain qualified employees who possess the skills and experience necessary to meet the requirements of clients or to successfully bid for new client projects. The ability to attract and retain qualified employees could be impaired by improvement in economic conditions resulting in lower unemployment, increases in compensation, or increased competition. During periods of economic growth, the Company faces increasing competition from other staffing companies for retaining and recruiting qualified temporary and permanent employees, which in turn leads to greater advertising and recruiting costs and increased salary expenses. These problems can be exacerbated by the fact that the Company often must attract and retain employees with skills specific to the video production industry, which narrows the pool of available, qualified employees that the Company may draw upon. If the Company cannot attract and retain qualified temporary and permanent employees, the quality of its services may deteriorate and the financial condition, business, and results of operations may be materially adversely affected.

Our success depends to a large degree on growth in market acceptance of human resources outsourcing and related services we provide.

Because the majority of our revenues currently comes from Employer of Record (“EOR”)EOR services, a large portion of our success depends on the willingness of clients to outsource their human resources (“HR”) function to a third-party service provider. Many companies have invested substantial personnel, infrastructure and financial resources in their own internal HR organizations and therefore may be reluctant to switch to our solution. Companies may not engage us for other reasons, including a desire to maintain control over all aspects of their HR activities, a belief that they manage their HR activities more effectively using their internal administrative organizations, perceptions about the expenses associated with our services, perceptions about whether our services comply with laws and regulations applicable to them or their businesses, or other considerations that may not always be evident. Additional concerns or considerations may also emerge in the future. We must address our potential clients’ concerns and explain the benefits of our approach in order to convince them to change the way that they manage their HR activities, particularly in parts of the United States where our Company and solution are less well-known. If we are not successful in addressing potential clients’ concerns and convincing companies that our solution can fulfillfulfil their HR needs, then the market for our solution may not develop as we anticipate thus our business may not grow.

Any significant or prolonged economic downturn could result in clients using fewer staffing and executive recruiting services offered by the Company, terminating their relationship with the Company, or becoming unable to pay for services on a timely basis, or at all.

Because demand for the types of services our Company offers is sensitive to changes in the level of economic activity, the Company’s business has in the past and may in the future suffer during economic downturns. Demand for the services we provide are highly correlated to changes in the level of economic activity and employment. Consequently, as economic activity begins to slow down, it has been the Company’s experience that companies tend to reduce their use of our services, resulting in decreased revenues and profit levels. In addition, the Company may experience pricing pressure during economic downturns which could have a negative impact on the results of operations. Further, many of our clients are corporate media departments and broadcast networks. As a result, any industry downturn that affects these kinds of companies could have a major effect on our business.

The deterioration of the financial condition and business prospects of clients could reduce their need for the staffing and executive recruiting services we provide and could result in a significant decrease in the Company’s revenues and earnings derived from these clients. In addition, during economic downturns, companies may slow the rate at which they pay their vendors, seek more flexible payment terms or become unable to pay their debts as they become due.

State unemployment insurance expense is a direct cost of doing business in the staffing industry. State unemployment tax rates are established based on a company’s specific experience rate of unemployment claims and a state’s required funding formula on covered payroll. Economic downturns have in the past, and may in the future, result in a higher occurrence of unemployment claims resulting in higher state unemployment tax rates. This would result in higher direct costs to us. In addition, many statestates unemployment funds have been depleted during the recent economic downturn and many states have borrowed from the federal government under the Title XII loan program. Employers in all states receive a credit against their federal unemployment tax liability if the employer’s federal unemployment tax payments are current and the applicable participating state is also current with its Title XII loan program. If a state fails to repay such loans within a specific time period, employers in such states may lose a portion of their tax credit.

The Company is exposed to employment-related claims and costs as well as periodic litigation that could materially adversely affect the Company’s financial condition, business, and results of operations.

Our business often entails employing individuals and placing such individuals in our clients’ workplaces. The Company’s ability to control the workplace environment of clients is limited. As the employer of record of these employees, the Company incurs a risk of liability to its employees and clients for various workplace events, including:

The Company may incur fines and other losses and negative publicity with respect to any of these situations. Some of the claims may result in litigation, which is expensive and distracts attention from the operation of ongoing business.

The Company assumes the obligation to make wage, tax, and regulatory payments for our employees, and, as a result, is exposed to client credit risks.

The Company generally assumes responsibility for and manages the risks associated with employees’ payroll obligations, including liability for payment of salaries, wages, and certain taxes. These obligations are fixed, whether clients make payments as required by service contracts with the Company, which exposes the Company to credit risks of clients. As a result of the broad economic impact of the COVID-19 pandemic, our clients may be more likely to breach their payment obligations.

Workers’ compensation costs for employees may rise and reduce our margins and require more liquidity.

The Company is responsible for, and pays, workers’ compensation costs for individuals employed by the Company – both regular staff and client employees for which the Company is the employer of record. At times, these costs have risen substantially as a result of increased claims and claim trends, general economic conditions, changes in business mix, increases in healthcare costs, and government regulations. Although the Company carries insurance, unexpected changes in claim trends, including the severity and frequency of claims, actuarial estimates, and medical cost inflation could result in costs that are significantly different than initially reported. If future claims-related liabilities increase due to unforeseen circumstances, or if new laws, rules, or regulations are passed, costs could increase significantly. There can be no assurance that the Company will be able to increase the fees charged to clients in a timely manner and in a sufficient amount to cover increased costs as a result of any changes in claims-related liabilities.

We currently depend on twofour customers for a material portion of our net revenue. The loss of or a substantial reduction in business of either customerfour customers would significantly reduce our net revenue and adversely impact our operating results.

Although revenue reliance was previously concentrated in two clients AT&T (AT&T and DirectTV combined), and Janssen Pharmaceuticals (which includes workforce partners Johnson & Johnson), in 2021 this reliance is not as prolific as it has been in previous years, due in part to a reduction in revenue by AT&T due tom programming cancellations and COVID-19 and increased demand and revenue by Goldman Sachs and Morgan Stanley. In 2021 AT&T and Janssen Pharmaceuticals accounted for approximately 37% and 11%27.9%, 14.5% of our total revenues. This is comparison to AT&T delivering 37.9% of the revenue in 2020. In 2021, Goldman Sachs and Morgan Stanley exceeded 10% of revenues for the years ended December 31, 2019with contributions of 14.9% and 2018,10.9% respectively. No other client exceeded 10% of revenues

In addition, AT&T comprised of 50% and 38%41.1% of the accounts receivable balance as ofon December 31, 20192021, compared to 48.5% in 2020 and 2018, respectively.49.6% in 2019. Janssen Pharmaceuticals comprised of 19%32.9% in 2021 compared to and 21%18.4% and 18.7% of accounts receivable as of December 31, 2020, and 2019, and 2018, respectively. No other client exceeded 10% of revenues. The loss of, or a substantial reduction in business from, either of these 4 customers would have a significant negative impact on our business and our operating results. We may not be successful in finding a client or clients that could replace the losslevel of eitherloss of these customers, and as such, it could have a negative impact on our revenue and results of operations for a prolonged period.

Improper disclosure of employee and client data could result in liability and harm to the reputation of the Company.

The business of the Company involves the use, storage, and transmission of information about employees and clients. It is possible that security controls over personal and other data and practices that the Company follows may not prevent the improper access to, or disclosure of, personally identifiable or otherwise confidential information. Our security controls may be inadequate, or hackers or other malicious groups or organizations may attempt to interfere with our data through different means, including but not limited to malware attacks, denial of service attacks, consensus-based attacks. Any event that results in a disclosure of our clients’ and employees’ data could harm the reputation of the Company and subject the Company to liability under contracts and the laws that protect personal data and confidential information, resulting in increased costs or loss of revenue. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which the Company provides services. The failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to the reputation of the Company in the marketplace.

The Company could face disruption and increased costs from outsourcing and offshoring various aspects of its business.

The Company may outsource aspects of its business to lower cost of employment areas in the United States and potentially to places such as India. This outsourcing solution would focus predominantly on shared service activities which traditionally consist of back officeback-office functions such as “hire to retire”, “procure to pay” and “order to cash” processes. Although a goal of outsourcing our operations is to reduce the operational costs of our business, it is possible that we will not realize any benefit from outsourcing such aspects of our business, or even increase our overhead expenses. A transition may create risk of errors and omissions or technical disruptions that could negatively impact our clients, and in turn damage our reputation resulting in a loss of customers of our business.

The Company is obligated to pay certain fees and expenses.

The Company will pay various fees and expenses related to its ongoing operations regardless of whether or not the Company’s activities are profitable. These fees and expenses will require dependence on third-party relationships. The Company is generally dependent on relationships with its strategic partners and vendors, and the Company may enter into similar agreements with future potential strategic partners and alliances. The Company must be successful in securing and maintaining its third-party relationships to be successful. There can be no assurance that such third parties may regard their relationship with the Company as important to their own business and operations, that they will not reassess their commitment to the business at any time in the future, or that they will not develop their own competitive services, either during their relationship with the Company or after their relations with the Company expire. Accordingly, there can be no assurance that the Company’s existing relationships or future relationships will result in sustained business partnerships, successful service offerings, or significant revenues for the Company.

The Company depends on its management team to manage its business effectively.

The Company’s future success is dependent in large part upon its ability to understand, develop, and execute the business plan and to attract and retain highly skilled management, operational and executive personnel. Thus, the Company is highly dependent on its officers to provide the necessary skills, experience and background to execute the Company’s business plan. Additionally, the Employeremployer of Recordrecord business is a specialty service which requires a full understanding of the service and its merits to be able to educate clients and potential clients to win business and operate optimally. The loss of any officer’s services with this knowledge could stifle the Company’s growth for 4-9 months, and could impede, particularly initially as the Company builds a record and reputation, its ability to develop and execute on its objectives, and as such would negatively impact the Company’s possible overall development.

To mitigate this risk, on September 1, 2021, Reliability entered into new employment agreements with President/CEO Nick Tsahalis and CFO Mark Speck, respectively. The board of directors acted in accordance with the advice of its compensation committee to grant Mr. Tsahalis who has served as wholly owned subsidiary Maslow Media Group’s (MMG) CEO since November of 2016, and Mr. Speck who has served MMG since April of 2019.

Government regulation could negatively impact the business.

The Company’s business is subject to various government regulations in the jurisdictions in which it operates. Currently, the Company has clients and places employees in all 50 U.S. states and in numerous foreign countries. Due to the wide scope of the Company’s operations, the Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry, such as the imposition of additional licensing or tax requirements. Currently mask and vaccine mandates have adversely impacted the business (although some are related to customer compliance requirements vs. government mandates) as some of our associates have elected not to comply meaning they cannot report to work for our customers. Failure to comply with the legal regulations in places we do business, or the regulatory prohibition or restriction of employment services, could lead to financial liability and regulatory action against the Company, which could significantly harm our development as a business.

The Company may face significant competition from companies that serve its industries.

The Company may face competition from other companies that offer similar solutions. Some of these potential competitors may have longer operating histories, greater brand recognition, larger client bases and significantly greater financial, technical and marketing resources than the Company possesses. These advantages may enable such competitors to respond more quickly to new or emerging trends and changes in customer preferences. These advantages may also allow them to engage in more extensive market research and development, undertake extensive far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential customers, employees and strategic partners. Increased competition may result in price reductions, reduced gross margin and loss of market share. The Company may not be able to compete successfully, and competitive pressures may adversely affect its business, results of operations and financial condition.

The staffing industry is highly competitive with low barriers to entry which could limit the Company’s ability to maintain or increase our market share or profitability.

The staffing services industry is highly competitive with limited barriers to entry. Although we specialize in EOR and providing staffing services specifically for video production, where the market is not yet saturated by competitors, we still face significant competition on a national, regional and a local scale with full-service and specialized temporary staffing companies. We expect that the level of competition will remain high, which could limit our ability to maintain or increase our market share or profitability.

Several of our existing or potential competitors have substantially greater financial, technical and marketing resources than we do, which may enable them to:

The Company is subject to the potential factors of market and customer changes, which could result in our inability to timely respond to the needs of our clients.

The business of the Company is susceptible to rapidly changing preferences of the marketplace and its customers. The needs of customers are subject to constant change. Although the Company intends to continue to develop and improve its services to meet changing customer needs of the marketplace, there can be no assurance that funds for such expenditures will be available or that the Company’s competition will not develop similar or superior capabilities or that the Company will be successful in its internal efforts. The future success of the Company will depend in part on its ability to respond effectively to rapidly changing trends, industry standards and customer requirements by adapting and improving the features and functions of its services. In the Company’s industry, failure by a business to adapt to the changing needs and demands of customers is likely to render the business obsolete.

Negative publicity could adversely affect our business and operating results.

Negative publicity about our industry or our Company, including the utility of our services, even if inaccurate, could adversely affect our reputation and the confidence in, and the use of, our services, which could harm our business and operating results. Harm to our reputation can arise from many sources, including poor performance or misconduct by the workers we supply and recruit for our clients, misconduct by our partners, outsourced service providers or other counter-parties,counterparties, and failure by us to meet minimum standards of service expected by clients in our industry.

The Company has generated revenues, but limited profits, to date.

The business model of the Company involves significant costs of services, resulting in a low gross and net margins on revenues. Coupling this fact with the required operating expenses incurred by the Company, the Company has only generated approximately $1,500$1,000 in total profitsoperating income and net income from operations in any one year andof approximately $500 since 2015. Net income for the Company specifically was $195 in 2019 and $386 in 2018. TheIn 2020, with the Company now hastaking on the added expense of being a public company, which will consist of additional expenses of approximately $900 for management compensation, administrative costs, insurance, consulting, and legal fees for reporting and regulatory compliance.compliance, had the most impact on our incurring a net loss of $789. In 2021 the company earned a record $7,893 in net income, but $9,631 was garnered as Other Income based on eligibility for government programs. The Company hopes and expects that as its business expands, it will enjoy economies of scale resulting in higher operating and net margins and improved cash flows, but there is no guarantee this will occur.

The Company may suffer from lack of availability of additional funds.

We have ongoing needs for working capital in order to fund operations, pay costs associated with being a public company, and to continue to expand our operations. To that end, we will be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. There is a potential that we will continue to lack shares of Company Common Stock available for an equity financing. If additional debt is incurred, the Company may fail to comply with the terms of such financing, which could result in significant liability for our Company. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations. Our plan is to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

Our acquisition strategy creates risks for our business.

We expect that we will pursue acquisitions of other businesses, assets or technologies to grow our business. We may fail to identify attractive acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If we are unable to complete acquisitions in the future, our ability to grow our business at our anticipated rate will be impaired.

We may pay for acquisitions by issuing additional shares of Common Stock,common stock, if such shares become available, which would dilute our shareholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. Most acquisitions will include “Earn Out” provisions which ensure adequate generation of revenue and profits, but cash required to pay Earn Outs likely will exceed that total or incremental cash flow generated by the acquired business. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:

The Company may suffer from a lack of liquidity.

By incurring indebtedness, the Company subjectsmay subject itself to increased debt service obligations which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well carry out its acquisition strategy and other business objectives.

The Company currentlyhas only been able to secure asset-based lending at this time

The Company relies on its factoring relationship with Triumph Business Capital (TBC) which is based on account receivable balance. As of December 31, 2021, Maslow could raise an additional $4,321 in cash through factoring. In the past Maslow has tried to tap non-asset-based lending but the market for such loans is challenging and the Vivos Group’s association has prevented loans from proceeding in the past. Thus, Maslow at this time is limited in borrowing based on the amount of unfactored accounts receivable that is available.

The Company lacks some of the technology necessary to manage its planned accounting, staffing operations, payroll, and sales activities.

The Company relies heavily on its software providers to manage payroll, accounting; billing; financial reporting; recruitment, onboarding, benefits administration, scheduling, year-end reporting, and other related human resources issues. Currently, we rely on software provided by Paycom, Intacct., Salesforce, and Sage50to a lesser extent, advanced search B2B sales facilitator Zoom Info to help manage these operations. Such softwareoperations; all which have made our business more efficient and effective. However, this segmented technology is sufficient for our current operations butnot an integrated ERP and will not handle the growing complexity of our needs as we evolve our operations through mergers and acquisitions of other businesses. If we cannot successfully implement a technology solution for managing accounting finance, payroll, benefits, purchase orders, vendor payments, and management of human resources data, we may not be ableThis could hamper our ability to successfully reduce the general and administrative costs of businesses that we acquire, as contemplated by our acquisition strategy, which would ultimately impair our ability to generate a healthy profit.

The Company is currently party to Factoring Facilities that are eroding its profit margins and may impair our ability to secure additional financing.

The Company is currently party to two factoring and security agreements (collectively, the “Factoring Facilities”). The first was entered into by Maslow on November 4, 2016 and modified in early 2020, with Triumph Business Capital (“Triumph”), and the second with Wilco Capital Management (“Wilco”, Triumph and Wilco are sometimes referred to herein as a “Factor” or “Factoring Companies”), acquired as part of IQS. Pursuant to these Factoring Facilities, the Company sells its accounts receivable (i.e. invoices) at a discount so that the Company can meet its immediate cash needs, at which point the value of those invoices become a debt of the Company that must be paid to the Factoring Companies. This type of facility is common for companies in the EOR and staffing industries as a great deal of cash is advanced to make payroll and pay contractors. We must use a substantial portion of our cash flow from operations to make debt service payments on these Factoring Facilities, which reduces the funds available to us for other purposes such as working capital, capital expenditures and acquisitions. In addition, because our largest asset (our accounts receivable) is encumbered pursuant to these Factoring Facilities, our ability to obtain lines of credit or other financings for other purposes such as growth initiatives and acquisitions is limited. Additionally, we are exposed to fluctuations in interest rates because our Factoring Facilities have variable rates of interest tied to the prime interest rate. The reduction of cash flow as a result of these Factoring Facilities may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition, and makes us more vulnerable to general economic downturns and adverse developments in our business. In January 2020, we renegotiated our Factoring Facilities, lowering our borrowing costs by approximately 2% (on an APR basis).

No formal market survey has been conducted.

No independent marketing survey has been undertaken to determine the potential demand for the Company’s services over the longer term. The Company has conducted no marketing studies regarding whether its business would continue to be marketable. No assurances can be given that upon marketing, sufficient customer markets and business can be developed to sustain the Company’s operations on a continued basis.

The Company services numerous geographic areas, and therefore may be subject to risks such as natural disasters and travel-related disruptions, which may materially adversely affect our business, financial condition and results of operations.

We operate in all U.S. states and in numerous countries around the world. To do so, we often send workers to locations that could be affected by various factors beyond our control that could adversely affect our ability to service our clients. These factors could also affect our employees, vendors, insurance carriers and other contractual counterparties. Such factors include:

Any one or more of these factors could adversely affect our ability to offer services to clients, which could materially adversely affect our business, financial condition and results of operations.

A downturn of the U.S. or global economy could result in our clients using fewer workforce solutions or becoming unable to pay us for our services on a timely basis or at all, which would materially adversely impact our business.

Because demand for workforce solutions and services, particularly staffing services, is sensitive to changes in the level of economic activity, our business may suffer during an economic downturn resulting from among other things the COVID-19 pandemic. During periods of weak economic growth or economic contraction, the demand for staffing services typically declines. When demand drops, our operating profit is typically impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses may not decline as quickly as revenues. In periods of decline, we can only reduce selling and administrative expenses to a certain level without negatively impacting our long-term prospects. Additionally, during economic downturns companies may slow the rate at which they pay their vendors, or they may become unable to pay their obligations. If our clients become unable to pay amounts owed to us, or pay us more slowly, then our cash flow and profitability may suffer.

Client services may be terminated on short notice, leaving us vulnerable to a significant loss in revenue

Client staffing needs can change and as a result we could lose staffing or EOR headcount rather quickly. In late 2019early 2020, this was the case when AT&T announced the cancellation of two (2) live anchor multiple hour DirecTV sports programs, which at this time hashad an unknownestimated $4,000 impact on our business.the Company. A reduction in such needs and resulting loss of clients or placements at clients could result in a significant decrease in revenue within a short period of time that would be difficult to quickly replace.

Inability to retain or attract new clients.

Growth and profitability of our business is dependent upon our ability to retain and capture new clients. Our ability to achieve success in both areas is reliant on our sales and service organization. If we are unable to execute effectively, or our selected business development efforts falter, we may not be able to attract a significant number of new clients and our existing client base could shrink, resulting in an adverse impact on our revenues and profitability.

We could be required to write-off goodwill and intangible assets.

In accordance with generally accepted accounting principles, we are required to review our goodwill and intangible assets for impairment at least annually. Our goodwill and intangibles assets related to IQS which were $755$688 at the end of 2019.2020 were determined to be impaired and thus were written off in 2021. An unfavorable evaluation could cause us to write-off these assets in future periods. Any future write-offs could have a material adverse impact on our operational results or Operating Income Before Interest, Taxes, Depreciation, and Amortization (“OIBITDA”). OIBITDA is a non-GAAP metric we use to better reflect the operating income before interest, taxes, depreciation, and amortization (OIBITDA).results of the Company.

Our business is subject to federal, state and local labor and employment laws and a failure to comply could materially harm our business.

We are subject to regulation by a host of federal, state and local regulatory agencies in the jurisdictions within which we operate including but not limited to the U.S. Department of Labor. There are local agencies which have similar state and city regulations as well with specific laws and regulations varying among these jurisdictions. This acts both as an opportunity for the Company since we manage these risks as a matter of course for our EOR service, and a risk as compliance with these requirements imposes some additional burden on us. However, in the past challenges complying with these local, state and federal regulations has not resulted in a material adverse event on Maslow’s business. Any inability or failure to comply with government regulation could however materially harm our business. Increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could create additional business for the Company, but could also materially harm our business.business

It is also likely that the U.S. Congress will continue to seek to modify, repeal, or otherwise invalidate all, or certain provisions of, the Affordable Care Act and related health care laws (“Health Care Reform Laws”). Because of the uncertainty surrounding this replacement health care reform legislation, we cannot predict with any certainty the likely impact of the repeal of Health Care Reform Laws or the adoption of any other health care reform legislation on the Company’s financial condition or operating results.

In reaction to the COVID-19 pandemic, federal and state legislatures have been attempting to pushpushed through legislation, and chief executives have issued executive orders, much of which affects the employee-employer relationship, and these new laws may have a material impact on our operations, business, finances and prospects. No certainty can be provided as to the nature of these new regulations or their impact.

Concentration Risk of Customers

Workforce clients AT&T and DirecTV (under a single AT&T agreement) and Janssen Pharmaceuticals (which includes workforce partners Johnson & Johnson) makemade up 37%approximately 27.9% and 11%14.5% of our go forward2021 revenues, respectively. In addition, these two customers account for 50%approximately 41.1% and 19%32.9% of our accounts receivables as of December 31, 2019,2021, respectively. Ourbusiness relies on relationships with several large customers, to generate a large portion of our revenue. This revenue concentration in a relatively small number of customers (4(5 clients make up 61%74% of revenue)revenue in 2021, compared to 60.7% in 2020) makes us particularly dependent on factors affecting those companies.

We face risks related to health pandemics, wars, inflation, and other widespread outbreaks of contagious disease, including COVID-19 and its variants, or other potential causes of global instability which could significantly disrupt our operations and impact our financial results.

RISKS RELATED TO OWNERSHIP OF COMMON STOCK

Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares in this offeringour shareholders.

The market price of Common Stockcommon stock has been, and is likely to continue to be, volatile for the foreseeable future. The market price of Common Stockcommon stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed below:

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many business services companies. Stock prices of many business services companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business, results of operations and financial condition.

Common Stockstock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months for Common Stock.common stock. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company.

The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

As a result of the Merger described in Item 1.01, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

While we believe that as a result of the Merger, Reliability ceased to be a shell company, the SEC and others whose approval is required for shares to be sold under Rule 144 might take a different view.

Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

Although the Company has filed Form 10 Information with the SEC on its Current Report on Form 8-K filed October 29, 2019, shareholders who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company. No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

The issuance of the additional shares of Common Stockcommon stock could cause the value of Common Stockcommon stock to decline.

The sale or issuance of a substantial number of shares of Common Stock,common stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Further, if we do sell or issue more Common Stock,common stock, any investors’ investment in the Company will be diluted. Moreover, the Company has outstanding convertible notes and warrants. The conversion or exercise of the notes and warrants for shares of Company Common Stockcommon stock would dilute the common shareholders. If significant dilution occurs, any investment in Common Stockcommon stock could significantly decline in value.

The application of the “penny stock” rules could adversely affect the market price of Common Stockcommon stock and increase transaction costs to sell those shares. This can be exacerbated by the current low float of the stock in relation to the shares outstanding.

The SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of Common Stockcommon stock and cause a decline in the market value of Common Stock.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’sstockholders’ ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board.board of directors.

RISKS RELATED TO OUR PREVIOUS STATUS AS A SHELL COMPANY

We may have contingent liabilities related to our operations prior to the Merger of which we are not aware and for which we have not adequately provided for. For example, in July 2021 the Company paid $475 plus $3 in attorney fees to settle a debt owed by the Vivos Group to Libertas Funding, LLC (“Libertas”). This settlement relieved MMMG from obligation to Libertas given the Vivos Group had included MMG as a signing company to its debt in July 2018 (See Item 1). In March 2022, Vivos Real Estate defaulted on its mortgage loan with FVCBank for which Maslow was listed as a guarantor.

We identified as a shell company with no operating activities prior to the Merger. Upon completion of the Merger, we acquired all of the operations of The Maslow Media Group, Inc. Prior to the consummation of the Merger, Reliability Incorporated was engaged from 1971 to 2007 in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated circuits. This business was closed in 2007. We cannot assure you that there are no material claims outstanding, or other circumstances of which we are not aware, that would give rise to a material liability relating to those prior operations, even though we do not record any provisions in our financial statements related to any such potential liability. If we are subject to past claims or material obligations relating to our operations prior to the consummation of the Merger, such claims could materially adversely affect our business, financial condition and results of operations.

RISK RELATED TO THE MERGER AND OWNERSHIP OF COMMON STOCK

Costs of being a public company and risks associated with having been a shell.

We are now incurring increased costs with demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies; any failure to establish and maintain adequate internal control over financial reporting or to recruit, train and retain necessary accounting and finance personnel could have an adverse effect on our ability to accurately and timely prepare our consolidated financial statements.

We identified as a shell company with no recent operating activities prior to the Merger. Upon completion of the Merger, we acquired all the operations of The Maslow Media Group. Inc. As a public operating company, we are now incurring significant administrative, legal, accounting and other burdens and expenses beyond those of a private company, including those associated with corporate governance requirements and public company reporting obligations. We have already enhanced and supplemented our internal accounting resources with additional accounting and finance personnel, with the requisite technical and public company experience and expertise, as well as refined our quarterly and annual financial statement closing process, to enable us to satisfy such reporting obligations. Additionally, in the fall of 2020 we implemented an enhanced accounting system. However, even with perceived success in doing so, there can be no assurance that our finance and accounting organization will be able to adequately meet the increased demands that result from being a public company.

Furthermore, we are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. In order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and prepare annual management assessments of the effectiveness of our internal control over financial reporting. These assessments will need to include disclosure of identified material weaknesses in our internal control over financial reporting. Testing and maintaining internal control over financial reporting will involve significant costs and could divert management’s attention from other matters that are important to our business. Additionally, we cannot provide any assurances that we will be successful in remediating any deficiencies that may be identified. If we are unable to remediate any such deficiencies or otherwise fail to establish and maintain adequate accounting systems and internal control over financial reporting, or we are unable to recruit, train and retain necessary accounting and finance personnel, we may not be able to accurately and timely prepare our consolidated financial statements and otherwise satisfy our public reporting obligations. Any inaccuracies in our consolidated financial statements or other public disclosures (in particular if resulting in the need to restate previously filed financial statements), or delays in our making required SEC filings, could have a material adverse effect on the confidence in our financial reporting, our credibility in the marketplace and the trading price of Common Stock.common stock.

In addition, our management team will also have to adapt to other requirements of being a public company. We will need to devote significant resources to address these public company-associated requirements, including compliance programs and investor relations, as well as our financial reporting obligations. Complying with these rules and regulations will substantially increase our legal and financial compliance costs and make some activities more time-consuming and costly.

Common Stock may not be eligible for listing on a national securities exchange.

Common Stockstock is not currently listed on a national securities exchange, and we do not currently meet the initial quantitative listing standards of a national securities exchange. We cannot assure you that we will be able to meet the initial listing standards of any national securities exchange, or, if we do meet such initial qualitative listing standards, that we will be able to maintain any such listing. Common Stockstock is currently quoted on the pink sheets OTCQB of the OTC Marketplace under the symbol of “RLBY”, and, unless and until Common Stock is listed on a national securities exchange, we expect that it will continue to be eligible and quoted on the “pink sheets,” to which time we are eligible to apply to the OTCQB or OTCQX. However, in order to qualify for the OTCQB for instance, we would need our float to be a minimum of 5% of outstanding shares to even apply for an exception. Currently our float is under 3% of outstanding. Until Outstandingoutstanding shares are increased, or sufficient number of shares registered and eligible for trade we will be unable to apply for an exception to move to the OTCQB or OTCQX. In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of Common Stock. In addition, if we continue to fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations normally deter broker-dealers from recommending or selling Common Stock,common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

We cannot predict whether there will be an active trading market for our common stock and the market price of our common stock may remain volatile.

Given our low float of approximately 5,376,64521,245,047 shares and the absence of an active trading market shareholders may have difficulty buying and selling our common stock at all or at the price you consider reasonable. Market visibility for shares of our common stock may be limited, which may have a depressive effect on the market price for shares of our common stock and on our ability to raise capital or make acquisitions by issuing our common stock.

Our compliance with regulations concerning corporate governance and public disclosure has resulted and may in the future result in additional expenses.

Evolving disclosure, governance and compliance laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 (SOX)(“SOX”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act. New or changing laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations and standards of a public company are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The Company’s headquarters and operations are inwere moved from Rockville, Maryland.Maryland to Clarksburg, Maryland effective April 30, 2020, as the Company terminated its lease. As of December 31, 2019, placement activities were conducted through its Rockville, MD and Plymouth, MN offices. Both offices are leased. TheMay 1st, 2020, Clarksburg, Maryland became our sole location, as the Company terminated its lease for the Rockville, MD propertyits office in Plymouth, Minnesota effective April 30,December 31, 2020.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. Except as set forth below, we are not aware of any such legal proceedings or claims against the Company.

On or about February 17,25, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Dr.Mr. Naveen Doki, to enforce Maslow’s rights under certain promissory notes and a personal guarantee made by the defendants. The case is proceeding. The Company believes that it will be granted a judgment in its favor. Maslow intends to continue to vigorously pursue this litigation.

On or about May 6, 2020, the Defendants filed with the Circuit Court of Montgomery County, Maryland a Counterclaim and Third-Party Complaint for Damages, Declaratory and Injunctive Relief and Jury Demand (the “Counterclaim”), The Company believes that the Counterclaim has no merit. The Company will vigorously defend itself and its indemnified officers, directors and other parties as permitted by the Company’s organizational documents. The Company and the other Counterclaim defendants have moved to have the Debt Collection Suit and the Counterclaim stayed pending the outcome of the Arbitration which began March 21, 2022, described below.

On or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to Arbitrate and Demand for Arbitration (the “Arbitration”) with the American Arbitration Association in New York, and to the Respondents thereto: Naveen Doki; Silvija Valleru; Shirisha Janumpally (individually and in her capacity as trustee of Judos Trust); Kalyan Pathuri (individually in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”). The Arbitration alleges that the Respondents breached the Merger Agreement in a number of significant respects and committed fraud in connection with the Merger. The Company is seeking damages which if granted will likely be the remedy set forth within the Merger Agreement which is in whole or in part shares of Company Common Stock received by the Respondents in connection with the Merger. The Company has brought a motion to compel the Arbitration which is currently being decided by the Federal Courts in New York. On August 4, 2021, the US District Court, Southern District of New York, denied the Respondents motion to dismiss.

On February 28,June 12, 2020, Healthcare Resource Network,Igly Trust, a Vivos Group entity, asked the Texas court for an injunction requiring the Company to provide a shareholder list and to hold a shareholder meeting. On October 20, 2020, the Texas court denied the injunction but, incongruously, dismissed all the Vivos Group plaintiffs for lack of personal jurisdiction. The Company appealed the dismissal because the court had jurisdiction over Igly Trust once it made affirmative claims in Texas and because the Court’s order denying the injunction is an important precedent for establishing that the directors under Texas law retain control of shareholder lists and determining the timing of shareholder meetings. This matter has since been moved into a single binding arbitration proceeding in Maryland.

After an extension was granted to Reliability’s “reply brief,” on June 2, 2021, Reliability Incorporated, Maslow Media Group, Inc, Nick Tsahalis and Mark Speck filed an appellant’s brief in the Fourteenth District of Texas, Houston Texas to challenge the court’s prior ruling granting a special appearance to Igly Trust and to the Doki Shareholders. A response to the filed appellant brief has not yet been received. This matter has since been moved into a single binding arbitration proceeding in Maryland.

On December 23, 2020, at a hearing in the Maryland District Court, a motion by the Vivos Group to compel a shareholder meeting was summarily dismissed. The judge agreed with the Company that permitting the Vivos Group to vote their shares at a meeting of shareholders could materially harm the interests of the Company as a whole, its employees and minority shareholders. The judge also commented that, based on the evidence presented, management was performing its fiduciary duties to protect the Company despite adverse circumstances. A full trial to address the Company’s lawsuit to enforce the repayment of notes and the Vivos Group counterclaim, was scheduled to commence in early October 2021 but was pre-empted by an agreement by both sides to go to arbitration in March 2022.

On January 20, 2021, Defendants and Counter/Third-Party Plaintiffs, Vivos Holdings, LLC (“Vivos”), Vivos Real Estate Holdings, LLC (“VREH”), Dr. Naveen Doki (“Doki”), Kaylan Pathuri (“Pathuri”), Igly Trust (“Igly”), Judos Trust (“Judos”), by counsel, filed a complaint against MaslowNotice of Appeal with the Circuit Court for Montgomery County, Maryland denying their Motion for Preliminary Injunction signed on December 23, 2020. However, the deadline to pursue the appeal lapsed absent additional filings by the Vivos Group.

On August 9, 2021, Reliability filed an additional claim in the Debt Collection Suit and Vivos Default Counterclaim in the Circuit Court of Montgomery County, Maryland allegingagainst Doki, Valleru, Pathuri, Janumpally, Igly, and Judos, that Maslow participatedthe Respondents breached the Merger Agreement in a number of significant respects and committed fraud in connection with Vivos to financially harm the plaintiff. The plaintiff has not specified any alleged damage caused by Maslow andMerger.

On September 7, 2021, the Company believesentered in Arbitration and Tolling Agreements with alleged shareholder Naveen Doki, M.D., and his affiliates and all other persons who were parties to the pending litigation previously reported in the Texas, New York and Maryland courts and before the American Arbitration Association. The Agreements call for the stay or dismissal of the pending litigation, with the parties agreeing to resolve their disputes before a single arbitrator in Maryland. The parties also agreed to maintain the status quo in corporate governance and related matters pending a final non-appealable judgment confirming any claims are without merit.award in arbitration. The Company will defend itself from this case.parties also signed a Tolling Agreement to toll the statute of limitations following the dismissal of a pending litigation. The binding Arbitration was to be completed within 150 days of the agreement date but both sides agreed to delays due to counsel availability and other administrative matters with the proceedings having commenced on March 21, 2022, and continuing into the 2^nd quarter of 2022. We anticipate a decision in the case by July 7, 2022.

The following legal proceedings where Vivos Group borrowings impacting MMG:

On September 28, 2018, Credit Cash filed a complaint against Maslow,MMG, Vivos, Holdings, LLC, Vivos Acquisitions, LLC, Dr. Doki, Dr. Valleru (the “Parties”) and other defendants in the United States DistrictCircuit Court of Montgomery County, Maryland for the District of New Jersey. Credit Cash alleged,Jersey for, among other things, thatbreach of contract of the Parties breached the MaslowMMG and HCRN Credit Facilities and their respective guaranties in relation to the November 15, 2017, agreement described in “Management’s Discussion and Analysis of Results of Operations – Liquidity and Capital Resources” (the “DNJ Action”).

On October 30, 2018, Credit Cash filed a motion to intervene in an action pending in New York State, Monroe County, filed by HCRN and LE Finance, LLC against the Parties, and other defendants (“NY State Action”).

On December 10, 2018, the Parties entered into a settlement agreement for the purpose of settling certain claims related to the DNJ Action only. Pursuant to the settlement agreement, certain repayment terms were agreed upon between Credit Cash and the Parties, but Credit Cash did not relinquish the right to pursue any claims related to the NY State Action, nor to pursue any remedies against any of the parties in relation to the November 15, 2017, agreement.

Because the Parties acknowledged and agreed, that the Credit Cash relationship benefitted Parties other than Maslow, certain Certain of the Parties and their related parties,Vivos Group executed and delivered to the CompanyMMG that certain Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated as of October 28, 2019 (the “Liquidation Agreement”). Pursuant, pursuant to which such Vivos Group pledged to MMG the Liquidation Agreement the parties thereto pledged shares of Company Common Stock they received in the Merger to Maslowprovide the capital required to satisfy the Parties’ obligations under the Settlement Agreements. Vivos Group misrepresented upon the execution of the Liquidation Agreement to MMG the status of its obligations under the Settlement Agreement, which were, in fact, then in default. To date these Vivos Group have not cooperated with the Company to monetize those shares as contemplated by the Liquidation Agreement. The Company will take appropriate action to enforce its rights under the Liquidation Agreement, which actions will be useddictated in part by the outcome of the Arbitration. On or about March 16, 2020, Credit Cash entered its New Jersey confession of judgment with the Circuit Court of Montgomery County, Maryland. MMG needs to obtain releases from the Lenders defined therein, includingconfirm whether this matter has been settled and if so whether MCA lenders and HCRN remitted payments to Credit Cash, and its affiliates. The Liquidation Agreement permits Maslow to either transfer the shares to the Lenders in satisfaction of the outstanding obligations or to arrange for the sale of the shares and using the cash to satisfy such obligations.if so, which liens have been removed.

Healthcare Resource Network Complaint: On October 9, 2018,or about February 25, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Mr. Naveen Doki, to enforce MMG’s rights under certain promissory notes and a personal guarantee made by the defendants. The case is proceeding. The Company believes that it will be granted a judgment in its favor. MMG intends to continue to vigorously pursue this litigation. On September 3, 2020, MMG and HCRN entered into a Tolling Agreement pursuant to which HCRN dismissed MMG from this litigation without prejudice and agreed to forebear filing a new complaint or initiating any lawsuit or other legal proceeding against MMG until January 31, 2022.

On or about May 5, 2020, Kinetic Direct Funding domesticated a foreign judgement in the Montgomery County Circuit Court system again Health Care Resources Network (HCRN), Maslow Media Group, US IT Solutions Inc., 360 IT Professionals, Alliance Micro, Inc. was named as a defendant in an Affidavit of Confession of Judgment filed in the Supreme Court ofand Naveen Doki. This foreign judgement from the State of New York in relationrelates to a case broughtloans the Vivos Group took out by Hop Capital, which the defendants collectively agree to pay a sum of $400 to Hop Capital.adding Maslow Media Group Inc.as additional collateral. This loan is named as one defendant among sixcurrently in default. Foreign Judgement total is $579. There was a settlement reached on October 1,2021 with both parties releasing each other defendants,of any and all ofclaims with no assets changing hands. MMG needs to determine which are entities relatedlien releases have been filed.

On July 21, 2021, MMG came to Vivos. The claim brought by Hop Capital against the defendants in this case is in relation to a Merchant Agreement dated October 4, 2018; an agreement with Kinetic and Libertas for $475 to release MMG from being obligated to this Vivos Group debt. The intended shield to protect MMG from having to pay Vivos Group’s debt was the aforementioned Liquidation Agreement which Maslow Media Group, Inc. was not a party. As such, Maslow Media Group, Inc. contends that being namedVivos Debtors refuse to comply with.

On September 7, 2021, the Company entered in Arbitration and Tolling Agreements with alleged shareholder Naveen Doki, M.D., and his affiliates and all other persons who were parties to the pending litigation previously reported in the AffidavitTexas, New York and Maryland courts and before the American Arbitration Association. The Agreements call for the stay or dismissal of Confessionthe pending litigation, with the parties agreeing to resolve their disputes before a single arbitrator in Maryland. The parties also agreed to maintain the status quo in corporate governance and related matters pending a final non-appealable judgment confirming any award in arbitration. The parties also signed a Tolling Agreement to toll the statute of Judgment aslimitations following the dismissal of a defendant was made in errorpending litigation. The binding Arbitration is scheduled to begin on March 21, 2022, and is currently seeking to have its name removed from Affidavitwill continue into the 2^nd quarter of Confession of Judgment as a defendant.2022. A decision isn’t anticipated until July 7, 2022.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERSSTOCKHOLDERS’ MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION AND HOLDERS

The Company’s common stock trades in the over-the-counter market under the symbol RLBY. The high and low sale prices for 20182021 and 20192020 are set forth below. High and Low price is based on last trading day of quarter.

The Company paid no cash dividends in 20182020 or 2019.2021.

As of April 28, 2020,March 29, 2022, the last reported sales price for Company Common Stock was $ .124.0388 per share.

As of April 28, 2020,March 29, 2022, there were 493527 holders of record of Company Common Stock.

EQUITY COMPENSATION PLANS

None

RECENT SALES OF UNREGISTERED SECURITIES

None

SHARE REPURCHASES

None

ITEM 6. SELECTED FINANCIAL DATA

The following tables set forth our summary consolidated historical financial data. You should read the information set forth below in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated historical financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The statement of operations data for the fiscal years ended 20192021 and 20182020 and the balance sheet data as of December 31, 20192021, and 20182020 set forth below are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

⁽¹⁾We present OIBITDA as a measure that is not in accordance with generally accepted accounting principles (“non-GAAP”), in this Annual Report on Form 10-K to provide investors with a supplemental measure of our operating performance. We believe that OIBITDA is a useful performance measure and is employed by us to facilitate comparisons of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our core business than measures under generally accepted accounting principles (“GAAP”) can provide alone. Our board and management also use OIBITDA as some of the primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis actual resultsresult against such expectations, and as a performance evaluation metric in determining achievement of certain compensation programs and plans for our management and organization.

We define OIBITDA as operational earnings before interest expense, related party interest, income taxes, depreciation and amortization expense, loss on early extinguishment of debt and related party debt, transaction fees and costs related to our corporate overhead which consist mainly of costs associated with being a public company. Omitting interest, taxes and the other items provides a financial measure that facilitates comparisons of our results of operations with those of companies having different capital structures. Since the levels of indebtedness and tax structures that other companies have are different from ours, we omit these amounts to facilitate investors’ ability to make like comparisons. Similarly, we omit depreciation and amortization because many other companies likely employ a greater amount of property and intangible assets. We omit corporate or non-operating costs as they are meant to be allocated against a larger operational base which our business plan outlines. As we grow our operations organically and through M&A activities these corporate costs are absorbed more equitably, we will use Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as our means of measuring comparable operational performance to other companies in our industry. We also believe that investors, analysts and other interested parties view our ability to generate OIBITDA as an important measure of our operating performance and that of other companies in our industry. OIBITDA should not be considered as an alternative to net income (loss) for the periods indicated as a measure of our performance.

The use of OIBITDA has limitations as analytical tools, and you should not consider these performance measures in isolation from, or as an alternative to, GAAP measures such as net income (loss). OIBITDA is not a measure of liquidity under GAAP or otherwise and is not an alternative to cash flow from continuing operating activities. Our presentation of OIBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items. The limitations of OIBITDA include: (i) it does not reflect our corporate expenditures or future requirements for capital expenditures or contractual commitments; (ii) it does not include costs of being a public company which will increase in 2020 as we will be a public company over 12 months as opposed to 2 months; it does not reflect changes in, or cash requirements for, our working capital needs; (iii) it does not reflect income tax payments we may be required to make; and (iv) it does not reflect the cash requirements necessary to service interest or principal payments associated with indebtedness.

To properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the reconciliation to OIBITDA from net income (loss), the most directly comparable financial measure presented in accordance with GAAP, set forth in the following table. All the items included in the reconciliation from net income (loss) to OIBITDA are either (i) corporate costs or (ii) items that management does not consider in assessing our on-going operating performance. In the case of the other items that management does not consider in assessing our on-going operating performance, management believes that investors may find it useful to assess our operating performance if the measures are presented without these items because their financial impact may not reflect on-going operating performance.

OIBITDA calculation comparison for the years ended December 31, 20192021, and 20182020 is as follows:

Operational performance comparison for the years ended December 31, 20192021, and 20182020 is as follows:

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This section includes several forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect our current views with respect to future events and financial performance. All statements that address expectations or projections about the future, including, but not limited to, statements about our plans, strategies, adequacy of resources and future financial results (such as revenue, gross profit, operating profit, cash flow), are forward-looking statements. Some of the forward-looking statements can be identified by words like “anticipates,” “believes,” “expects,” “may,” “will,” “can,” “could,” “should,” “intends,” “project,” “predict,” “plans,” “estimates,” “goal,” “target,” “possible,” “potential,” “would,” “seek,” and similar references to future periods. These statements are not a guarantee of future performance and involve a number of risks, uncertainties and assumptions that are difficult to predict. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to: the impact of the COVID-19 pandemic on us and our clients; our ability to access the capital markets by pursuing additional debt and equity financing to fund our business plan and expenses on terms acceptableexpenses; our continued inability to the Majority Shareholders or at all;issue additional shares of equity securities; negative outcome of pending and future claims and litigation and our ability to comply with our contractual covenants, including in respect of our debt; potential loss of clients and possible rejection of our business model and/or sales methods; weakness in general economic conditions and levels of capital spending by customers in the industries we serve; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of our customers’ projects or the inability of our customers to pay our fees; delays or reductions in U.S. government spending; credit risks associated with our customers; competitive market pressures; the availability and cost of qualified labor; our level of success in attracting, training and retaining qualified management personnel and other staff employees; changes in tax laws and other government regulations, including the impact of health care reform laws and regulations; the possibility of incurring liability for our business activities, including, but not limited to, the activities of our temporary employees; our performance on customer contracts; and government policies, legislation or judicial decisions adverse to our businesses. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update such statements, whether as a result of new information, future events or otherwise, except as required by law. We recommend readers to carefully review the entirety of this Annual Report, including the “Risk Factors” in Item 1A of this Annual Report and the other reports and documents we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports on Form 10-Q and our reports on Form 8-K.

The following discussion and analysis of our financial condition and results of operations, our expectations regarding the future performance of our business and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors including those described in “Item 1A. Risk Factors” of this Annual Report on Form 10-K. Our actual results may differ materially from those contained in any forward-looking statements. You should read the following discussion together with our audited consolidated financial statements and related notes thereto and other financial information included in this Annual Report on Form 10-K.

Our financial information may not be indicative of our future performance.

EXECUTIVE OVERVIEW

Please note that the impact of the COVID-19 pandemic on us and our clients continues to evolve and is expected to adversely impact our assumptions and projections. As discussed below, the Company has been adversely impacted in significant ways as a result of the COVID-19 pandemic. The continued impact of this pandemic is not knowable at this time. Rather than attempt to guess as to the impact of the pandemic, the following management’s discussion and analysis, unless otherwise noted, does not address the specific impact of the COVID-19 pandemic. It is expected that the business environment and the economy as a whole will be adversely impacted by the pandemic.

Demand for Maslow EOR services and field talent is dependent upon general economic conditions and labor trends. The United States economic backdrop during 2019took a negative turn in the first quarter 2020 as COVID 19 (“COVID”) profoundly changed the business landscape. Stay at home orders which was positive as real gross domestic product (“GDP”) grew an estimated 2.3%, whilefederally mandated and later left to states and companies themselves to self-regulate in order to prevent the unemployment rate declined from .4% to 3.5% in 2019 (According to the U.S. Bureauspread of Labor Statistics). In the United States, the number of job openings has exceeded the number of hires since February 2015, creating competition for skilled talent, playing into Maslow’s strength in having a breadth of media talent. However, starting the week of March 9, 2020, the US state and federal governments began urging or requiring residents to stay home and banning large gatherings and restricted travel. Schools were closed and all sporting events across the United States were either cancelled or postponed indefinitely. Many companies mandated that their employees work from home and discontinued use ofCOVID, meant many Maslow workers who could not perform their type of work from home (e.g., video, sound, lighting crew, makeup-artists). Maslow began seeing the effects the week of March 16, 2020 as its contracted employee and freelance payroll hours dropped an estimated 32%. This was because a large portion of Maslow employees were assigned to field, location, or studio filming projects for our clients that require close contact with others. These projectsConsequently, our business suffered as our revenues dropped from $38,444 in 2019 to $29,202 in 2020. In the first quarter of 2020 our performance, which was negatively impacted in the last 2 weeks of the quarter, saw a $500 increase over the comparative first quarter of 2019, with $8,801 to $8,301. For the remaining three quarters MMG saw quarterly 2020 declines of 46%, 38.5%, and 13.7% respectively compared to 2019.

However, despite the revenue decline year over year by 24%, MMG’s gross profit fell only by 14.6% as our margins increased due to our burgeoning higher margin media and IT staffing businesses. This was evident in our 2020 annual gross margin percentage of 11.9% being 12.4% improvement than the 10.6% derived in 2019. But what could not be managed proportionately in 2020 was our SG&A which rose 49.5% to $4,462 as public company costs added $1,532, which represented 104% of the $1,477 SG&A increase in 2020 over 2019. In May 2020, we received $5,216 in Payroll Protection Plan (“PPP”) funds, which enabled our business to be able to reduce the number of job cuts and in some cases keep customer assigned employees working.

In 2021 many companies were placed on indefinite hold and theseslow to have their employees who saw their hours dramatically reduced. Those who could continuereturn to an office or group setting from a work from their homes for our clients, havehome paradigm which continued to log hours. We are monitoringhamper our business. Vaccines were rolled out so by the situation; however, we estimateend of the Spring 2021, many states had lifted restrictions and MMG customers began having media employees back in the studio and in the field. However, several clients had vaccine and or mask mandates that some of our workers opted not to qualify resulting in a drop-inloss of revenue. More impactfully, the Company began to feel the ill effects of a full year’s loss of some DirecTV programming from February 2020, and customers who left MMG altogether, to either eliminate media activities for foreseeable future, offshore or insource their media departments. The 6 largest attritted customers represented a $4,385 loss of revenue during this “lock-down” period could reach 50% or more. in 2021 over 2020, with DirecTV accounting for $1,204. Since the estimated loss of programming was estimated to be $4,000, DirecTV otherwise increased use of existing services at approximately $2,796. Also positive was MMG recognizing new client revenue in 2021 of $1,315 and existing customers increasing their business with us by $4,765.

We are hopeful that these impactsthe dissemination of vaccines and the waning of serious COVID cases will be temporary and that after theresult in resumption of a normally functioning economy wewhich will see a significant rebound, howevercontinue to enable our clients to return their payrolls to normal levels that in turn, will continue ours and an overall economic rebound. However, no assurance can be given on if and when this will happen or what impact it will have on our business. Our IT staffing resources can typically work from home and these placements have been steady due, in part, to the continued activity by our health care industry customers.

This situation has exacerbated our cash position as explained more thoroughly below (see Liquidity and Capital Resources). On February 17, 2020, after several attempts to negotiate a plan with Suresh Venkat Doki and Naveen Doki, Maslow, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against these obligors. In February 2020, Maslow took out a $250 6-month term loan from Triumph at 10% APR, in order to meet its cash obligations. The shortage of cash at this juncture resulted from, among other things, the Company being unable to finance IQS invoices through Triumph because a lien was discovered to exist on IQS assets delaying utilization of Maslow’s much more favorable factoring relationship with Triumph. As for the lien, it was not disclosed to Maslow by Vivos Holdings Inc., the seller, before or after the transaction closed.

This requiredAs far as cash is concerned, in 2021 our cash positioned strengthened due to our receiving forgiveness (Per the CompanyIRS on June 6, 2021) for the PPP loan we received in May 2020, and the Employee Retention Credit (ERC) which we were eligible for in the first 3 quarters of 2021 and received $1,253 in active payroll credits and refunds. Overall, our ERC refunds for quarters one through three totaled $4,465. However, the Internal Revenue Service (IRS) withheld $718 of our ERC entitlements that were filed via 941X forms, to employ Wilco,apply to our 1120 tax liability, leaving us $2,494 remaining due to us in deferred ERC refunds, which as of March 28, 2022, we have yet to receive.

Our working capital though has assumed repayment of Vivos Debtors which as of December 31, 2021, was $9,361. Our adjusted working capital excluding the factor used by IQS entity, which charged approximately 15% more per annum than what Maslow was paying its Factor, Triumph. Maslow terminated$4,985 in Vivos Debtor notes is $4,376.

In 2021, we bolstered our business development department adding a vice president of sales with extensive industry experience and a second account executive. Meanwhile the relationship with IQS’s Factor, Wilco, in April 2020.

Because of the sudden drop in client requirements during the COVID-19 pandemic the Company was forced to reduce contracted employees’ hours, furlough 6 general and administrative personnel and institute pay-cuts across the board with executives taking a larger pay cut.

We expect that after the COVID-19 pandemic is under control, our clients will re-engage our employees who were sidelined as a result of the pandemic.

The impact of the outbreak on the entire labor market will depend on many factors, including the duration of the economic disruption, including continuing reduction of client labor hours. If the disruption continues longer, then the Company, and its competitors are likely to layoff even more contracted employees and furlough general and administrative support staff.

The Company’s executives and its board of directors have been workingworked together on measuresmanaging costs with the rest of our organization tightening it’s proverbial belt by overall eliminating $484 in employee wages, tax and benefits from 2020. Some positions were eliminated and reclassed, payroll cycles consolidated, and non-essential spend ceased, to facilitatereduce overhead costs by 16.5%

2022 and Beyond

The continued impact of the rapid ramp-upCOVID pandemic cannot be precisely predicted. We do know that virtual staffing is no longer a limited niche for certain companies and certain positions. Virtual scenarios are also favored by generation Z which values work-life balance as one of operations once the governmental restrictionsmost important factors when deciding on a company to work for. Considering the perks that remote working offers, and the keen interest shown by employees from different age groups, we believe that remote working will be prevalent in 2022 and beyond. This paradigm however should not adversely impact MMG, in that whether media jobs are filled virtually or not, MMG has the pipeline of talent to fill these diversified roles.

Furthermore, we believe given the changing nature in specialized staffing there exists a greater opportunity to expand our EOR business as it offers businesses of all types and industries, more flexibility in on and off boarding employees as well as managing 1099 risk. As for media, IT and finance and accounting staffing is concerned, we believe it will grow but there are also opportunities to get into staffing specialties which represent areas where we see the most rebound or a robust demand. While we will continue to focus on growing the contingent staffing side of our business, our splash into Permanent Placement or Direct Hire, has opened up a new avenue in business of diversified relationships (Media, IT, and finance and administrative roles) that have strengthened our gross margins and has the potential to grow and flourish.

Direct hiring of talent for our existing clients has always been lifted anda part of our clients returnbusiness model, but more often than not, however it was done by transitioning a contingent worker to their customary levelsa full-time position which contractually based on time of demand. Inservice has not resulted in any incremental revenue for the meantime,company.

But we are pursuing any and all U.S., state and local stimulus packages for additional liquidity.

If the Company cannot get back to prior revenue levels by early June 2020 and has been unable to raise sufficient capital from government stimulus loans or private investors and the Related Party Debt is not repaid in a timely manner, there will be a going concern and pose a significant hardshipnow finding success fulfilling this need on the Company’s sustainability. front end of the employment life cycle for new clients and existing ones, having added $167 in high margin revenue in 2021.

This is exacerbated by required payments of approximately $730,000 of principalfocus reflects our desire to shift our portfolio toward a higher margin, higher value proposition.

As a result, we have continued to move forward with our diversified offerings and interest on the Company’s outstanding notes due in Junefuture specialization staffing strategy, updating our already expert operating model and July 2020.organizing our business to more easily acquire and maintain client accounts.

COMPANY OVERVIEW

The Company’s subsidiary The Maslow Media Group, Inc. (“Maslow”) is currently the only earning center for the business. After our Merger in October 2019, non-operational expenses (e.g. public company fees, D&O insurance, investor relations) were assigned at the corporate level. Maslow is a national provider of employer of record, and recruiting and staffing services, consisting of media and in December 2019, we completed the acquisition of the vital commercial assets of Intelligent Quality Solutions (“IQS”), an IT staffing firm focused on software testing, out of Plymouth, Minnesota.resources. We provide services to client primarily within the United States of America.

Our services consist of:

The Company’s subsidiary, The Maslow Media Group, Inc. (“Maslow”) is currently the only earning entity for the business. After our Merger in October 2020, non-operational expenses (e.g., public company fees, D&O insurance, investor relations, etc.) were assigned at the corporate level. This enables a more pristine focused view of the operational side of the business we refer to as Operational Income Before Depreciation, Interest, and Amortization.

RESULTS OF OPERATIONS

Maslow had revenues totaling $38,444$26,246 in 2019,2021, which was a 2.1% increase10.1% decrease over $37,638$29,202 in 2018. IQS assets2020. The $2,956 decline can be attributed to several factors including the COVID-19 impact which were acquired on December 1, 2019 accounted for $245, thus theundoubtedly was profound but difficult to measure given there is no way to know what level of growth existing Maslow business increased $561 which represents a 1.5% improvement over 2018. In late 2018, however,clients may have had or revenue potential of new clients.

Overall, Maslow lost 3$8,354 to accounts with declining revenues => $100, including terminated accounts totaling $4,385 or 52% of the decline; but conversely added $4,765 from new or growing accounts that had at least $100 more in revenue in 2021 from 2020. AT&T’s DirecTV cancelled Sirius-XM programming in February 2020 that we believe had a negative impact of $4,000 on revenue. However overall, DirecTV year over year revenue declined by only $1,204 as the Red Zone added another week due to the NFL’s expanded 17 game schedule.

The attrition cited above at $4,385 may not be permanent as many clients hire Maslow for special events and some have elected to offshore or insource its media or IT workforce which reduced our run rate revenue for 2019 by $1,855. Thus, revenue growth as measured against 2018 run rate of $35,783 ($37,638-$1,855) is 7.4%.may not work out long term. The decision to leave Maslow or not use Maslow services in 2021 by these threesix clients was not attributable to Maslow’s pricing, service, or performance.

Of the 6 attritted accounts, 3 were IQS legacy customers totaling $1,352 or 31% of the attritted total. The overall improvementlargest was Lifetouch which elected to offshore at the end of 2020 resulting is a 2021 over 2020 revenue loss of $991.

2021 saw 11 MMG customers increase revenue year over year by =>$100, resulting in $4,765 revenue can be attributed to increased payrolls and staffing by current customers. New clients (7) represented $688increase. This includes 17 accounts representing $1,315 in new customer revenue, (1.8%), which is slightly higher than the 1.5% Maslow’s growth rate, Year over Year.includes two accounts which actually began with marginal revenue late in 2020.

Overall, theFrom a revenue contribution standpoint our top 10 clients represented $31,627$22,417 which is 82%85.4% of 20192021 revenues, which was an increase by approximately $895 to 2018’sin top 10 revenue reliance as in 2020 the top 10 represented 78.4% of revenue at approximately $30,732. $48$23,160.

$33 in rebates were issued in December 20192021 which was $13 greater$9 more than 2018.a year ago when they were $24 in 2020.

The following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage of revenues, and have been derived from our consolidated financial statements.

The 2019 consolidated statement of income includes 1 month of IQS operations.

Revenues: By Segment

Revenues: By Segment

Employer of Record (EOR) Revenues: EOR which represents 89.6%represented 81.3% of our revenue saw a marginal decrease in year over year2021 as opposed to 80.8% in 2020 and 89.6% in 2019. The 2019 to 2021 EOR decline from $34,613 to $21,346 can be attributed to this business segment being hit the hardest by COVID-19 with large accounts not fully recovered to 2019 levels, and attritted clients. The burgeoning Media Staffing revenue by 0.35% to $34,452 which can be mostly attributable to$1,135 also impacted the losslevel of the three key clients in late 2018.EOR’s revenue concentration.

Recruiting and Staffing Revenues: Whereas our IT Staffing revenues increased by $451, or 26%. business weathered a steep decline in approximately $2,000 from $2,571 to $571, our Media Staffing division did make up 60% of the decline delivering $1,135 in incremental revenue over its 2020 performance. Thus, Media Staffing at $3,042 represented 11.6% of total 2021 annual revenue whereas it only represented 6.5% based on its $1,907 in revenue in 2020.

The decline in IQS business was in motion prior to Reliability’s acquisition contributingof IQS from the vast majority with approximately $245Vivos Group in December 2019. Quarter over quarter revenue decline had begun in in the third quarter 2019 when run rate revenue dropped from $3,696 to $3,419. In the fourth quarter 2019 this decline had reached a run rate of $3,004. This decline has continued for another 8 quarters ending December 2021, with COVID-19 in the 2^nd quarter 2020 having the most profound impact as business dropped 19.4% to a run rate of $2,574, and then in the 4th quarter 2020 by 30.9% once it became apparent Lifetouch was offshoring its IT software assurance business which had delivered $999 in 2020 despite COVID. This brought the 2021 first quarter run rate down to $1,096.

The reason there was no bounce back for this business segment in Q4 2020 was a combination of what we still believe is the temporary loss of two clients, Inspire Brands and Accruent, who both began implementing temporary hiring freezes in early 2020. This resulted in a $745 revenue loss in 2020, and Abbott Labs through vendor management firm Tapfin, of losing 7 staffing positions to permanent offers.

Video and Multimedia Production Revenues: Video Production revenues increased approximately $413, or 34%.which includes managed services and project freelance work, was relatively flat in achieving $1,121 in revenue in 2021 against $1,125 a year earlier. This was due to increasebusiness has a number of US government contracts with the US House of Representatives leading the pack with $112 in demand and our team’s more aggressive approach in touting our capabilities to existing customers.2021 revenue.

Gross Profit: Gross profit represents revenues from services less cost of services expenses, which consist of payroll, payroll taxes, benefits, payroll-related insurance, union benefits, field talent, costs,recruiting software and reimbursable costs.costs for out-of-pocket items.

Overall, our gross profits did not decline as much on a percentage basis in relation to our revenue decline. Whereas our revenue declined $2,956 or 10.1%, our gross profit increased approximately $206,decreased by $208 or 5.3%6% from $3,474 to $4,069$3,266.

This was due primarily to an increasea gross margin improvement from 11.9% to 12.4% as Permanent Placements alone accounted entirely for 50 basis point rise in delivering $164 in gross profit which was after only $3 in incremental COR. Although we experienced positive margin increases in our EOR and Video Productions business segments, the loss of higher margin IT staffing volume and with some margin erosion in our Media Staffing business neutralized that gain.

Although EOR’s revenue declined by $2,253 its gross margin improved 60 basis points to 9.8% from 9.2% in 2020. Our Media Staffing however saw its gross margins decline from 22.8% to 21.2% as a consequence of being more competitive to win new business as our staffing revenues including the additionincreased by 59.5% or $1,135. The combined $4,900 in 2021 non EOR revenue garnered a gross profit margin of IQS24.1% which did not compare quite as favorably in gross margin to 2020’s $5,603 in non EOR revenue which garnered 25.8% in its first month. As a margin percentage of 24.1%. This was because our IT Staffing revenue dropped by $2,000 and its gross profit has increasedmargin from 30.5% to 10.6% from 10.3%27%.

Selling, General and Administrative Expenses(“SG&A”): SG&A expenses increased $178, or 6.3%,decreased for second straight year this time by $895 to $2,985, $233$3,567 from $4,462 in 2020, $903 of which waswere related to salary increases;non-operational corporate costs, with approximately $339 of which $114 attributablewere public company based and $132 were for outside legal fees associated with our Vivos Group dispute. Otherwise, our operational SG&A decrease in 2021 over 2020 was only $231.

The overall SG&A savings were in wages and benefits of $484 in 2021 over 2020, which can be attributed to having Controller position filledelimination of our General Counsel post, reorganization of IQS into Maslow Media, favorable replacement costs for an entire year, IQS salaries (approximately $23 per pay period ),departed overhead resources, and our CFO fully allocated. Additional increases were driven bynot filling certain open posts. We did however add two business development increasepersonnel.

Non-operational corporate costs for 2021 were $903 or 42.6% less than they totaled in business2020 when they were $1,567. These are costs classified as such after the Company went public via the reverse merger in October 2019. The 2021 savings drivers were salary, payroll tax, and benefits all totaling $348, and outside counsel (legal) at $326, investor relations at $43 and insurance including D&O insurance, due to the change in status as a public company, road show travel, and legal costs.at $15; all cost reductions respectively 2021 over 2020.

Depreciation and Amortization: Depreciation and amortization charges remained consistent at $25.

Interest Income: Interest income from related parties decreasedincreased by $162 from $80$112 to $68,$274, as a result of consolidationemploying the contractual default interest rate on Vivos Debtor notes receivable which began 2021 and applied to eligible periods prior, with a note balance of the related entity.$4,258 and ended with $4,985 which included a $454 net increase in principal due to $478 Libertas payment minus $24 for presumed IQS bad debt recovery.

Other Expense:Income (Expense): Other expenses decreased by $35 from $241income was $9,681 as the Company took the PPP long term debt to $206 primarily due to Vivos’ discontinuation of a “management fee,” chargedother

income once it was forgiven in 2018 of $240, offset by public company related expenses such as investment bankingJune 2021, and relations fees. which had the greatest impact.$4,465 in ERC refunds.

Interest Expense: Interest expense, net increaseddecreased by $110$242 from $328$281 to $438 primarily due$39 as $35 of $57 credited in accrued PPP interest was recorded in 2020, and reliance on factoring was minimized in large part to increase in invoicing resulting in greater receivables being factored, coupled withthe benefit of having ERC applied to payrolls from the end of the second quarter through the third quarter. Overall, factoring interest at 12%totaled $71; and interest on a graduated total of $890 in convertible notes.business insurance was $2.

Income Taxes: Income tax expense decreased $26 from $182was $984 compared to $156 primarily due to due to timing differencesa $230 tax credit as 2020 yielded a net operating loss (NOL) of $789 and lower2021 net income from prior period.of $7,893.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital requirements are driven predominantly by EOR field talent payments, SG&A salaries, public company costs, interest associated with factoring, and client accounts receivable receipts. Since receipts from client payments are on average 5470 days behind payments to field talent, working capital requirements can be periodically challenged. We have a Factoring Facility with Triumph. The Company modified its arrangements with Triumph in January 2020 to improve its terms. TriumphBusiness Capital (TBC). TBC advances 93% of our eligible receivables (compared with 90% prior to the modification), at an advance rate of 15 basis points, (20 basis points prior to modification), an interest rate of prime plus 2%., from 2.5% prior to modification, and our prime floor rate reduced from 5% down toat 4%. As of December 31, 2021, 74% of our $5,592 in A/R was current compared to 63% out of $6,629 which was current in on December 31, 2020. 17.9% is 1 to 30 days past due compared to 26% a resultyear ago, 4.6% between 31 and 60 days past due versus 8% in 2020, and 3.6% greater than 60 days versus 3% at end of the impact of the COVID-19 pandemic, our clients may be more likely to be delinquent in their payments.2020.

Our primary sources of liquidity are cash generated from operations via accounts receivable and borrowings under our Factoring Facility with Triumph and receivables enabling access to the 7% unfactored portion. Because certain large clients have changed their payment practices announcing 6060- and 90 day90-day terms amounting to a unilateral extension to contractual terms by 30-60 days, we can be adversely impacted since Triumph and most other factoring institutions no longer provideprovides credit afterif an account obligor pays 30 or more than 120 days from their contractual terms.after the invoice date.

Our primary useuses of cash are for payments to field talent, corporate and staff employees, related payroll liabilities, operating expenses, public company costs, including but not limited to general and professional liability and directors and officersofficer’s liability insurance premiums, legal fees, filing fees, auditor and accounting fees, stock transfer services, and board compensation; followed by cash factoring and other borrowing interest; cash taxes; and debt payments.

Prior to close of Merger, cash was loaned to entities owned and controlled by the Majority Shareholders, totaling approximately $1,124. The Company also expended $275 in deferred federal income tax payments in 2019 and is currently paying between $5 and $25 per month against 2018 taxes to IRS with a plan to complete payment by end of 2020.

WeSince we are an EOR with the vast majority of contracted talent paid as W-2 employees who are paid known amounts on a consistent schedule; however, our cash inflows do not typically align with these required payments, resulting in temporary cash challenges.challenges, which is why in the past we have employed factoring. Because we do also employ 1099 contracted firms and individuals with payments terms which vary from immediate to 30 days, our cash requirements can be quite variable.

We anticipate approximately $1,000Vivos Debtors as of December 31, 2021, had notes receivable totaling $4,985 including default on a $3,000 promissory note and on a $750 tax obligation in December 2019. After numerous failed collection attempts, on February 25, 2020, the Company initiated an action in the Circuit Court of Montgomery County Maryland against Naveen Doki and the Vivos Holdings for non-payment.

In July 2021, Maslow paid $475 to Libertas to settle a portion of Vivos Group debt which had included Maslow as a signer going back to 2018. The “Liquidation Agreement,” was supposed to shield the Company from this debt as part of the Merger Agreement; but the Vivos Group refused to comply with the agreed upon terms.

It was also anticipated that following the Merger, the Company would both access the capital markets by selling additional corporate costsshares of Company common stock and use shares of Company common stock as currency to acquire other business revenues. However, all 300 million authorized shares of Company common stock were issued in connection with the Merger. No shares are expected to become available to the Company until the legal dispute with the Vivos Debtors and Vivos Group is resolved. At that point the Company can decide whether to amend the Company’s Certificate of Formation to increase the number of authorized shares of Company common stock or approve a reverse-split of the outstanding shares of Company common stock to provide additional shares for these purposes. No assurance can be given as to when this might take place.

On May 5, 2020, Maslow received $5,216 loan through the Paycheck Protection Program (the “PPP”) with a term of two (2) years and an interest rate of 1% per annum. The PPP provides that the Company may apply for forgiveness of this loan if the loan proceeds were used for payroll and certain other specified operating expenses while maintaining specified headcount requirements. The accrued interest on the PPP loan as of December 31, 2020, was $34.

The funds bolstered our working capital and enabled us to bring back employees and continue to serve our clients even though their requirements had lessened.

On June 10, 2021, MMG received notification by the Small Business Administration (“SBA”) of forgiveness of its PPP 2020 Loan totaling $5,216. The forgiveness included the deferred interest of $59 totaling $5,275 in principal and interest.

Because it’s first three-quarter revenues were 80% or less than they were in 2019, the Company was eligible for the Employee Retention Credit. Consequently, Maslow received $155 in direct payroll credits from the IRS via its payroll provider Paycom in the late 2^nd quarter and $1,086 in the third quarter. Maslow has to return $842 to the IRS for payroll credits received in the 4^th quarter once the program ended retroactively in mid-November 2021.This payment was made to the IRS through Paycom, the Company’s payroll provider in January 2022.

As of December 31, 2021, our working capital was $9,361 compared to $5,970 in 2020 when compared with 2019 relatingand $784 at the end of 2019. ERC of $4,450 in 2021 enabled the Company to new corporate structurebuild A/R reserves as the PPP funds in order2020 were employed to satisfy public company compliancepay salaries of both outsourced and meet growth objectives. Approximately $595 of these costs are directly related to public company compliance which include legal, insurance, investor relations, filing, and audit fees. The Company added a General CounselSG&A employees. Once the $2,494 in January 2020 in order to manage legal costs associated with SEC compliance, risk management, and support general business including contractual review. The budget for 2020 corporate costs will be approximately $1,400 which includes salaries for Reliability President, CFO and General Counsel.

On June 27, 2020, the Company’s outstanding convertible notes will mature and become due and payable. Unless shares of Common Stock are authorized, the conditions to conversion are met and and note holders decide to exercise their option to convert to stock,ERC is fully refunded, the Company will need to make principal and interest payments of approximately $952 from June 27, 2020 through October 4^th, 2020.have sufficient capital resources, but these are based on government stimulus programs.

Even before the state and U.S. government’s reaction to COVID-19 forced employees to work from their homes starting around March 12, 2020, the Company had begun to experience cash constraints due to the following factors:

Working capital as of December 31, 2019 was at 784,We anticipate approximately $500 in additional SG&A costs in 2022, when compared with 2021 relating to $1,783 a year ago, impacted most prominently by the $890increase in convertible notes (see Note 10) becoming due in 2020sales and income tax payable increasing by $153.marketing head count and additional operational and payroll automation to meet growth objectives.

A summary of our operating, investing and financing activities are shown in the following table:

Operating Activities

Cash employed by operating activities consists of net income (loss), adjusted for non-cash items, including depreciation and amortization, and the effect of working capital changes. The primary drivers of cash inflows and outflows are factoring, accounts receivable and accrued payroll and expenses.

During 2019,2021, net cash provided by operating activities was $1, a decrease of $ 15$2,505, an increase $4,575 compared with $16($2,070) for 2018.2020. This decreaseincrease is primarily attributable to net income, and $456cash change driven by ERC netting $3,414 (Net Income of $7,893 minus PPP Forgiveness of $5,216), plus ERC tax payable for drawing in deferred income taxes (see Financing Activities for more details).the 4^th quarter of $841.

Investing Activities

Cash used in investing activities consists primarily of cash paid for capital expenditures.

Financing Activities

Cash provided byused in financing activities in 20192021 was $284($2,544) as compared to cash usedemployed for same purpose totaling $1,915 in financing activities of ($82) for 2018.2020. The increasedecrease was due to the Company raising $890 from issuance of short-term convertible debt as previously discussed, from a $750 note with Vivos Holdings to reimburse MMG for a significant tax event triggered at the time they acquired Maslow, a $215 estimated annual impact per year for 4 years for the fact that Vivos switched Maslow from a cash basis reporting S-Corp to an accrual basis filing C Corp, as well as the acquisition of IQS in exchange for a reduction2020 receiving $5,216 in related parties notes receivable. The total federal tax liability was agreed with IRS to be deferred over 4 years beginning in 2017. All this wasPPP offset by funds advanced to Vivos of $688. Cash flows from financing activities consisted principally of borrowings and payments. $794 was paid on behalf of Vivos for a variety of Merchant Cash Advance (“MCA”) liabilities that were taken$853 in Maslow’s name. Cash flows from financing activities consisted principally of borrowings and payments. Net borrowing relating to invoice factoring increased by $70 from $846 to $916 as increase in invoicing and DSO led to increased borrowing.

CONTRACTUAL OBLIGATIONS

The Company has notes payable in the amount of $890 pursuant to a convertible debt offering that commenced June 13, 2019. The offering was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules promulgated thereunder. The convertible notes issued have a maturity date that is one yearrepayments from the issuance of convertible notes starting in June of 2019 and return of cash flows from short-term borrowing via our factoring vehicle. In 2021, Maslow borrowed $6,436 from TBC, but repatriated $8,489 and paid $475 to Libertas on behalf of the note, unless earlier converted into sharesVivos Group and $37 in early part of Company Common Stock uponyear to pay back a term loan from TBC (See Item 1) which led to the issuance by the Company of Company Common Stock for gross proceeds of at least $5,000.2021 $2,544 financing activity deficit.

OFF-BALANCE SHEET ARRANGEMENTS

We are not party to anyhad no material off-balance sheet arrangements.arrangements that have, or are likely to have, a current or future material effect on our operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have identified the policies listed below as critical to our business and the understanding of our results of operations. For a detailed discussion of the application of these and other accounting policies, see Note 3 in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K. The preparation of consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods.

On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, collectability of accounts receivable, impairment of goodwill and intangible assets, contingencies, litigation, income taxes, stock option expense, and other liabilities. Management based its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the consolidated financial statements.

REVENUE RECOGNITION

On January 1, 2019, the Company adopted the new accounting standard ASC 606,Revenue from Contracts with Customers, for all open contracts and related amendments as of December 31, 2019, using the modified retrospective method. The adoption had no impact to the reported results. Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods.

The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligation(s) in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

We derive our revenues from threefour segments: EOR, Recruiting and Staffing (temporary), Permanent Placement (Direct Hire) and Video and Multimedia Production. We provide temporary staffing and permanent placement services. Revenues are recognized when promised services are delivered to client, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of incomeoperations represent services rendered to client less variable consideration, such as sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and equivalent amounts of reimbursable expenses are included in cost of services.

We record revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. We have concluded that gross reporting is appropriate because we (i) have the risk of identifying and hiring qualified workers, (ii) have the discretion to select the workers and establish their price and duties and (iii) we bear the risk for services that are not fully paid for by client.

Temporary staffing revenues is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date.

Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 90 days. The contract with the customer stipulates a guarantee period whereby the Company will replace the candidate for free of charge if the employee is terminated within that 90-day period. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer.

Allowances, recorded as a liability, are established to estimate these losses. Fees to client are generally calculated as a percentage of the new worker’s annual compensation. No fees for permanent placement services are charged to employment candidates.

Video and Multimedia Production revenues from contracts with client are recognized in the amount to which we have a right to invoice when the services are rendered by our field talent.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with ASC 820, “Fair Value Measurements and Disclosures”, the Company measures and accounts for certain assets and liabilities at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements and establishes a framework for measuring fair value and standards for disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

When Level 1 inputs are not available, the Company measures fair value using valuation techniques that maximize the use of relevant observable inputs (Level 2) and minimizes the use of unobservable inputs (Level 3).

The carrying amounts reported as of December 31, 2019 and 2018 for cash and cash equivalents, trade receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, factoring liability, notes and mortgages payable approximate their fair values due to the short-term nature of these instruments or are based on interest rates available to the Company that are comparable to current market rates. It is not practicable to estimate the fair value of the notes receivable from related parties due to their related party nature.

INTANGIBLE ASSETS

The Company holds intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized.