Reliability (RLBY) 10-Q 14 Aug 20 2020 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Jul. 31, 2020
Cover [Abstract]
Entity Registrant Name	RELIABILITY INC
Entity Central Index Key	0000034285
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		300,000,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash and cash equivalents	$ 3,206	$ 275
Trade receivables, net of allowance for doubtful accounts	3,688	7,029
Notes receivable from related parties	4,201	3,418
Prepaid expenses and other current assets	170	316
Total current assets	11,265	11,038
Property, plant and equipment, net	78	2,483
Other intangible assets, net	220	237
Goodwill	518	518
Total assets	12,081	14,276
CURRENT LIABILITIES
Factoring	1,043	5,508
Accounts payable	498	1,087
Accrued expenses	422	548
Accrued payroll	1,188	907
Deferred revenue	245	347
Income taxes payable	703	817
Notes payable	997	890
Current portion of mortgage loan payable		45
Other current liabilities	16	105
Total current liabilities	5,112	10,254
Mortgage loan payable, net of current portion		1,745
Long term debt (Note 4)	5,224
Total liabilities	10,336	11,999
Commitment and contingencies (Note 6)
Subsequent events (Note 11)
STOCKHOLDERS' EQUITY
Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of June 30, 2020 and December 31, 2019
Additional paid-in capital	750	750
Retained earnings	995	1,840
Total stockholders' equity attributable to Reliability Inc.	1,745	2,590
Noncontrolling interest in consolidated affiliates		(313)
Total equity	1,745	2,277
Total liabilities and shareholders' equity	$ 12,081	$ 14,276

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	300,000,000	300,000,000
Common stock, shares, outstanding	300,000,000	300,000,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenue earned
Service revenue	$ 5,197	$ 9,617	$ 13,998	$ 17,917
Cost of revenue
Cost of revenue	4,474	8,548	12,243	16,011
Gross profit	723	1,069	1,755	1,906
Selling, general and administrative expenses	1,240	662	2,352	1,316
Operating income (loss)	(517)	407	(597)	590
Other income (expense)
Interest income	41	16	63	32
Interest expense	(114)	(91)	(253)	(174)
Other expense	(5)	(11)	(5)	(11)
Income (loss) before income tax benefit	(595)	321	(792)	437
Income tax benefit	50	4	49	4
Consolidated net income (loss)	(545)	325	(743)	441
Net income (loss) attributable to noncontrolling interest in consolidated affiliates	221	(39)	182	(79)
Net income (loss) attributable to Reliability Inc.	$ (324)	$ 286	$ (561)	$ 362
Net income per share:
Basic	$ 0	$ 0	$ 0	$ 0
Diluted	$ 0	$ 0	$ 0	$ 0
Share used in per share computation:
Basic	300,000,000	300,000,000	300,000,000	300,000,000
Diluted	300,000,000	300,000,000	300,000,000	300,000,000

Consolidated Statements of Chan

Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total [Member]	Non - Controlling Interest in Consolidated Affiliates [Member]	Total
Beginning balance at Dec. 31, 2018			$ 1,472	$ 1,472		$ 1,472
Beginning balance, shares at Dec. 31, 2018	282,000,000
Net income (loss)			441	441	(79)	362
Recapitalization			13	13		13
Recapitalization, shares	18,000,000
VIE consolidation					(129)	(129)
Ending balance at Jun. 30, 2019			1,926	1,926	(208)	1,718
Ending balance, shares at Jun. 30, 2019	300,000,000
Beginning balance at Dec. 31, 2019		750	1,840	2,590	(313)	2,277
Beginning balance, shares at Dec. 31, 2019	300,000,000
Net income (loss)			(743)	(743)	182	(561)
VIE consolidation					29	29
VIE disposal			(102)	(102)	102
Ending balance at Jun. 30, 2020		$ 750	$ 995	$ 1,745		$ 1,745
Ending balance, shares at Jun. 30, 2020	300,000,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash flows from operating activities:
Net income (loss)	$ (561)	$ 362
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	38	49
Accrued interest	(8)	(32)
Gain/(loss) on disposal of property, plant, and equipment	(176)	3
Changes in operating assets and liabilities:
Trade receivables	3,341	885
Prepaid expenses and other current assets	146	158
Accounts payable	(589)	89
Accrued payroll	293	222
Accrued expenses	(125)	(212)
Deferred revenue	(102)	50
Other liabilities	(89)
Income taxes payable	(114)	(180)
Net cash provided by operating activities	2,054	1,394
Cash flows from investing activities:
Purchase of fixed assets	(26)	(14)
Net cash used in investing activities	(26)	(14)
Cash flows from financing activities:
Net repayment of line-of-credit	(4,466)	(582)
Proceeds from long term debt (PPP)	5,216
Repayment of long term debt		(559)
Net borrowing of notes payable	67	125
Repayment/(advances) from/to related parties	86	(230)
Net cash provided by (used in) financing activities	903	(1,246)
Net increase in cash and cash equivalents	2,931	134
Cash and cash equivalents, beginning of period	275	29
Cash and cash equivalents, end of period	3,206	163
Supplemental disclosures of cash flow information:
Cash paid during the period for: Interest	151	168
Cash paid during the period for: Income taxes	75	101
Non-cash impact of recapitalization from merger
Liabilities assumed in merger		15
Conversion of shareholder loan to equity in merger		141
VIE net assets consolidated		2,440
VIE liabilities consolidated		1,812
VIE reduction in equity		$ 131

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Nature of Operations and Basis of Presentation	NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations Reliability Incorporated (“Reliability” or the “Company”) is a leading provider of employer of record (EOR) and temporary staffing services for media and information technology (“IT”) that operates, along with its wholly owned subsidiary, The Maslow Media, Inc., (“MMG” or “Maslow”), primarily within the United States of America (the “U.S.”) in three industry segments: Employer of Record (“EOR”), Staffing and Video Production segment which provides script to screen media talent. EOR which is a unique workforce management solution, represents 78.2% of the year to date revenue. Our Staffing segment provides skilled field talent on a nationwide basis for IT and finance and accounting projects. Our staffing includes revenue derived from permanent placement. Video Production involves assembling and providing crews for special projects that can last anywhere from a week to six months. Reliability was incorporated under the laws of the State of Texas in 1953, but the then principal business of the Company started in 1971 was closed down in 2007. The Company completed a reverse merger with MMG (the “Merger”) on October 29, 2019. The Company acquired the customer contracts and trade receivables and assumed certain liabilities of Intelligent Quality Solutions (“IQS”) in exchange for a reduction of notes receivable from Vivos Holdings LLC (“Vivos Holdings”), the previous sole shareholder of MMG, (the “Acquisition”) on December 1, 2019. The owners of Vivos Holdings and their transferees who were issued shares of Reliability Common Stock include Naveen Doki, Silvija Valleru, Shirisha Janumpally (through Judos Trust and Federal Systems), and Kalyan Pathuri (through Igly Trust) together own approximately 86% of the issued and outstanding shares of Reliability Common Stock and are referred to herein as “Vivos” or the “Vivos Shareholders.” This acquisition of IQS has enabled Maslow to expand its staffing capabilities into the IT realm. Basis of presentation The unaudited consolidated interim financial statements include the accounts of the Company and all wholly owned subsidiaries, including its 100% owned subsidiary, MMG. All significant intercompany accounts and transactions have been eliminated in consolidation. Theses unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S (“U.S. GAAP”) for interim financial information and with instructions to Form 10-Q. Operating results of the interim periods are not necessarily indicative of financial results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In preparing these unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s consolidated financial statements relate revenue recognition, allowances for doubtful accounts, recoverability of notes receivable, useful lives for depreciation and amortization, loss contingencies, allocation of purchase price in connection with business combinations, valuation allowances for deferred income taxes, and the assumptions used for web site development cost classifications. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2019 and the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020. Reclassification Certain amounts in the 2019 consolidated financial statements have been reclassified to conform to the current year presentation. Concentration of Credit Risk For the three and six months ended June 30, 2020, 17.9% and 27.5%, respectively of revenue came from AT&T Services, Inc. (inclusive of its DirecTV division) (“AT&T”) and 15.1% and 11.4% respectively from Janssen Pharmaceuticals (which includes workforce partners Johnson & Johnson). For the three months ended June 30, 2020, 10.1% of revenue came from Goldman Sachs & Co. For the three and six months ended June 30, 2019, 36.9% and 38.1%, respectively of revenue came from AT&T and 10.4% and 9.6% respectively from Janssen Pharmaceuticals. No other client exceeded 10% of revenues. AT&T, Janssen, and Goldman Sachs accounted for 22.4%, 26.3%, and 15.4% of accounts receivable as of June 30, 2020. As of June 30, 2019, AT&T, Janssen, and Goldman Sachs accounted for 46.9%, 15.8%, and 10.2% of accounts receivable, respectively.

Liquidity and Going Concern

Liquidity and Going Concern	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	NOTE 2. LIQUIDITY AND GOING CONCERN Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern. On May 5, 2020 (the “Effective Date”), MMG received the proceeds of a loan pursuant to a promissory note (the “Note”) under the Paycheck Protection Program with TBK Bank, SSB (“Lender”), in the amount of $5,216 (the “PPP Loan”). The Paycheck Protection Program (“PPP”) was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Lender’s affiliate, Advance Business Capital LLC (d/b/a Triumph Business Capital), is currently the Company’s factor under its existing Factoring and Security Agreement, dated November 4, 2016, as amended and modified. The Paycheck Protection Program Flexibility Act (PPPFA) signed into law on June 5, 2020, resulted in the SBA issuing two revisions on June 11 and June 12, 2020 to the First Interim Final Rule, which was originally posted on the Treasury and SBA websites on April 2, 2020 and published in the Federal Register on April 15, 2020 (85 Fed. Reg. 20,811). As of June 30, 2020, $2,390 of the PPP funds had been utilized with 99% covering payroll costs. As of June 30, 2020, $2,826 of the PPP funds remained available and the Company intends to apply the permitted twenty-four week measuring period, allowing the Company additional weeks to put toward payroll costs of the Company]. The Company believes that the funds have been employed to achieve a high level of forgiveness. as the Company intends to apply for forgiveness in accordance with the latest PPP rules. Although the Company believes that a significant portion of the PPP Loan will be forgiven, no assurance can be given that any of such PPP Loan will, in fact, be forgiven. In June, the Company made required repayments of principal and interest of approximately $140 pursuant to the convertible notes described in Note 4 below. Payments under the remaining outstanding notes with an aggregate value of approximately $952 will be made over a 4-month period as these notes reach maturity. The Company’s ongoing liquidity position is facing additional pressures due to the loss of business resulting from the COVID-19 Pandemic. In the second quarter, the business saw a year over year comparative drop in revenue by 46%, attributable in large part to the impact of the COVID-19 Pandemic. If this business does not return to historical levels, a significant portion of the PPP loan may not be forgiven, and if other challenges facing the Company are not resolved favorably, the Company may cease to continue as a going concern. The Company continues to face pressure to make cash payments pursuant to the Settlement Agreements (filed as exhibits 10.4, 10.5 and 10.6 the Company’s Current Report on Form 8-K filed on October 30, 2019) prior to the Company’s anticipated liquidation of the shares of Company Common Stock pledged pursuant to the Agreement for the Contingent Liquidation of the Common Stock of Reliability Incorporated (as successor in interest to Maslow Media Group, Inc.), dated October 28, 2019 (the “Liquidation Agreement”) (filed as exhibit 10.30 to the Company’s Current Report on Form 8-K filed on October 30, 2019). The Vivos Shareholders that are the counterparties to the Liquidation Agreement are not cooperating with the Company to liquidate the shares subject thereto. No assurance can be given that the beneficiaries of the Settlement Agreement will continue to forebear. No assurance can be given that the Company will return to its pre-Pandemic revenue levels, how long it will take to enforce the requirements of the Liquidation Agreement, the Company’s ability to tap the capital markets using common stock, and the actual amount of PPP Loan forgiveness. As a result, the Company faces hurdles to maintaining sufficient liquidity to continue to operate, in which case the Company might be forced to liquidate or seek to reorganize under applicable bankruptcy statutes. The Company is quoted on the OTC Marketplace under the symbol “RLBY”.

Recently Issued Accounting Pron

Recently Issued Accounting Pronouncements	6 Months Ended
	Jun. 30, 2020
Accounting Changes and Error Corrections [Abstract]
Recently Issued Accounting Pronouncements	NOTE 3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (the “FASB”) issued new guidance on disclosures related to fair value measurements. The guidance is intended to improve the effectiveness of the notes to financial statements by facilitating clearer communication, and it includes multiple new, eliminated and modified disclosure requirements. The guidance was effective for the Company as of January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued new guidance on the accounting for internal-use software. The guidance aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance was effective for the Company as of January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued new guidance on income taxes. The guidance removes certain exceptions to the general income tax accounting principles and clarifies and amends existing guidance to facilitate consistent application of the accounting principles. The new guidance is effective for us as of January 1, 2021. The Company is assessing the impact of the adoption of this guidance on its consolidated financial statements.

Debt

Debt	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
Debt	NOTE 4. DEBT Convertible Debt The Company has notes payable in the amount of $802 as of June 30, 2020 and $890 as of December 31, 2019, respectively, 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 notes bear interest at 12% per year, with the balance due and payable within 1 year from the issuance date, unless earlier converted into shares of Company Common Stock. Warrants, issued in connection with these notes, can only be exercised if the proceeds of $5,000 are obtained by the Company from the sale of equity securities within 5 years of issuance. Other Debt In February 2020, the Company took out a $250 6-month term loan from Triumph at 10% APR, in order to meet our cash obligations. On April 7, 2020, in the face of the COVID 19 lockdown, Triumph offered a 2-month payment holiday and to extend the note payment, which ultimately was agreed to end in February 2021. As of June 30, 2020, $195 was outstanding under the term loan arrangement. Tax Liabilities When the Maslow Media Group was initially acquired by Vivos Holdings, LLC in December 2016, Maslow’s corporate status was changed from an S Corp to a C Corp due to its new ownership structure. This triggered an accelerated tax event, a $215 estimated annual impact per year, for four years, that the Company is working with the IRS to pay off. As of June 30, 2020, the tax liability was $703 compared to $817 as of December 31, 2019. Factoring Facilities Triumph Business Capital On November 4, 2016, the Company entered into a factoring and security agreement with Triumph Business Capital (“Triumph”). Pursuant to the agreement, the Company received advances on its accounts receivable (i.e. invoices) through Triumph to fund growth and operations. The proceeds of this agreement were used to pay operating costs of the business which include employee salaries, vendor payments and overhead expenses. On January 5, 2018, the agreement was amended to lower the factoring fee and interest rate for a term of one year. The agreement was amended again on January 19, 2018, to increase the maximum advance rate to $5,500. In January 2020, a new agreement was negotiated with Triumph lowering advance rate from 18 basis points to 15 and the interest rate from prime plus 2.5% to prime plus 2%. The amount of an invoice eligible for sale to Triumph went from 90% to 93%. The agreement which previously renewed annually, is now month to month. The Company continues to be obligated to meet certain financial covenants in respect to invoicing and reserve account balance. In accordance with the agreement, a reserve amount is required for the total unpaid balance of all purchased accounts multiplied by a percentage equal to the difference between one hundred percent and the advanced rate percentage. As of June 30, 2020, the required amount was 10%. Any excess of the reserve amount is paid to the Company on a weekly basis, as requested. If a reserve shortfall exists for a period of ten-days, the Company is required to make payment to the financial institution for the shortage. Accounts receivable were sold with full recourse. Proceeds from the sale of receivables were $9,307 and $13,299 for the six months ended June 30, 2020 and 2019, respectively. Proceeds from the sales of receivables were $2,450 and $6,683 for the three months ended June 30, 2020 and 2019, respectively. The total outstanding balance under the recourse contract was $1,042 on June 30, 2020 and $5,508 as of December 31, 2019. The Factoring Facilities are collateralized by substantially all the assets of the Company. In the event of a default, the Factor may demand that the Company repurchase the receivable or debit the reserve account. Total finance line fees for the three and six months ended June 30, 2020 and 2019 totaled $14, $18, $15 and $27, respectively. TBK Bank On April 29, 2020, MMG was approved for a $5,216 loan through the Payroll 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 June 30, 2020 was $8. On June 5 th , The date the Company ultimately decides to apply for forgiveness will be dependent on maximizing headcount which, in turn will determine the extent of forgiveness. Although the Company has rehired previously furloughed employees, and hired new employees based on various necessities, there are many other dynamic factors that will impact revenue producing and SG&A headcount between now and December 31, 2020. As a result, no assurance can be given that all or any portion of this loan will be forgiven.

Variable Interest Entity (VIE)

Variable Interest Entity (VIE)	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entity (VIE)	NOTE 5. VARIABLE INTEREST ENTITY (“VIE”) In December 2019, the Company’s executive management learned that prior to the Merger, in December 2017, one of Vivos Shareholders, on behalf of Maslow, executed a guarantee 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. Maslow leased this space on market terms. The lease obligation had not been included in Maslow’s financial statements and was not separately disclosed prior to the Merger. The Company terminated the lease of the property at 22 Baltimore Road effective April 30, 2020. U.S. GAAP requires the Company to assess whether VREH is a VIE because Maslow (i) share common shareholders who may or may not have significant influence or control, (ii) is a guarantor of the mortgage loan, (iii) is the sole lessee under a lease where the landlord is an affiliate of the Company, and (iv) has no other business in VREH. A VIE is a legal business structure (such as a corporation, partnership, or trust) that: ● does not provide equity investors with voting rights; or ● the equity investors do not have sufficient financial resources to meet the ongoing operating needs of the business. This is referred to as a thinly capitalized structure. Although the Company had neither any decision-making authority over VREH, nor financial interest in the operations of VREH, the Company was required to consolidate its financial statements with those of VREH for the reasons mentioned above, as it is considered the primary beneficiary of the VIE through April 30, 2020. The assets and liabilities of the consolidated VIE are comprised of the following as of June 30, 2020 and December 31, 2019: 2020 2019 Building $ - $ 1,856 Office equipment - 185 Land - 510 Accumulated depreciation - 148 Liabilities assumed - 1,790 Total net assets consolidated $ - $ 613 However, the Company terminated the lease on April 30, 2020, thus VREH is no longer considered a VIE required to be consolidated. The Company deconsolidated this entity effective April 30, 2020. As a result, the related party note receivable with the VIE in the amount of $772 was eliminated for the period ending December 31, 2019, respectively. Notwithstanding that there remains potential financial exposure under the guarantee, to date, no payments under the guarantee have been requested.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. On or about February 17, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Vivos Holdings, LLC, VREH and Naveen Doki (the “Defendants”), to enforce Maslow’s rights under certain promissory notes and a personal guarantee made by the defendants (the “Debt Collection Suit”). 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 and is a tactic designed to delay the Defendant’s payment of the debts they owe the Company. 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 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 will likely be in whole or in part shares of Company Common Stock received by the Respondents in connection with the Merger. The Company expects to prevail in the Arbitration. On or about February 28, 2020, the Company obtained a temporary restraining order (the “TRO”) regarding any and all actions purportedly taken at an improper meeting of the shareholders of the Company ostensibly called by the Vivos Shareholders. The TRO was granted because the Vivos Shareholders failed to properly call and hold a shareholders meeting in accordance with applicable Texas corporate law and therefore any action purported to be taken there have no meaning or effect. The hearing on motion had been delayed due to the COVID-19 pandemic. On or about May 12, 2020 the Vivos Shareholders filed a motion for contempt alleging that the Company violated the terms of the TRO. At a hearing held on June 5, 2020 the Texas court dismissed the motion for contempt and heard technical arguments regarding jurisdiction. This decision is not expected to have a material impact on the Company regardless of the outcome. Igly Trust, a Vivos entity, brought a new action in Texas to compel the Company to provide it certain corporate records, including the Company’s shareholder list. The Company has moved to have this action stayed pending the outcome of the Arbitration. On February 28, 2020, Healthcare Resource Network, LLC (“HCRN”) filed a complaint against Maslow in the Circuit Court of Montgomery County, Maryland. The plaintiff has not specified any alleged damage caused by Maslow and the Company believes any claims are without merit. The Company will defend itself from this case. Since HCRN’s primary claim relates to the improper actions of Vivos, the parties have been discussing the tolling of HCRN’s claims against the Company while both the Company and HCRN, together or separately, resolve the matters against Vivos. On September 28, 2018, Credit Cash filed a complaint against Maslow, Vivos, Vivos Acquisitions, LLC, Dr. Doki, Dr. Valleru (the “Parties”) and other defendants in the United States District Court for the District of New Jersey for, among other things, breach of contract of the Maslow and HRCN Credit Facilities and their respective guaranties in relation to the November 15, 2017 agreement (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. Certain of the Vivos Shareholders executed and delivered to Maslow 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 such Vivos Shareholders pledged to Maslow the shares of Company Common Stock they received in the Merger to provide the capital required to satisfy the Parties’ obligations under the Settlement Agreements. To date these Vivos Shareholders 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. On or about March 16, 2020, Credit Cash entered its New Jersey confession of judgment with the Circuit Court of Montgomery County, Maryland. The Company may be required to make cash payments pursuant to the Settlement Agreements (filed as exhibits 10.4, 10.5 and 10.6 the Company’s Current Report on Form 8-K filed on October 30, 2019) prior to the Company’s anticipated liquidation of the shares of Company Common Stock pledged pursuant to the Liquidation Agreement. On or about May 5, 2020, Libertas Holdings LLC and Kinetic Direct Funding entered their New York confession of judgment with the Circuit Court of Montgomery County, Maryland, and have approached the Company regarding payment, which the parties have been discussing. The Vivos Shareholders that are the counterparties to the Liquidation Agreement are not cooperating with the Company to liquidate the shares subject thereto as contemplated thereby. The Company will enforce its rights under the Liquidation Agreement as expeditiously as possible. Rather than bringing another court action at this time, the Company expects to first attempt to enforce its rights under the Liquidation Agreement in the Arbitration.

Equity

Equity	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
Equity	NOTE 7. EQUITY The Company’s authorized capital stock consists of 300,000,000 shares of common stock, with no par value. All authorized shares of Company Common Stock are issued and outstanding.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 8. RELATED PARTY TRANSACTIONS Stock Purchase Agreement On November 9, 2016, Vivos Holdings LLC ( “ ” Notes Receivable The Company has notes receivable from Vivos and VREH, a member of Vivos, both related party affiliate. As disclosed in Note 6, the Company is pursuing legal action to collect these notes. In connection with the stock purchase agreement noted above, on November 15, 2016, the Company executed a promissory note receivable with Vivos in the amount of $1,400. As defined by the agreement, the loan consists of two periods, whereby the first period from November 15, 2016 until September 30, 2018, no principal or interest payments were required. Interest will accrue monthly and a new loan in the amount of $1,773 will be subject to a second loan period. During the second loan period, interest shall be paid in twenty equal consecutive payments, quarterly. Principal plus any unpaid interest is due September 20, 2023. Interest during both loan periods accrues at a rate of 2.5%. Additionally, monthly payments of $15 are made on behalf of Vivos to the seller by the Company. These payments, plus any other payments made by the Company on behalf of Vivos, are added to the principal balance of the promissory note receivable. In 2018, all quarterly interest payments to be made in phase 2 were offset by the management fees due to Vivos. As of June 30, 2020, and December 31, 2019, the total outstanding balance was $2,702 and $2,666, which includes accrued interest receivable of $200 and $162, respectively. On November 15, 2017, the Company executed an intercompany promissory note receivable with VREH in the amount of $772. As defined by the agreement, the loan consists of two periods, whereby the first period from November 15, 2017 until June 30, 2018, no principal or interest payments are required. During the first loan period, interest accrued monthly and a new loan amount of $781 will be subject to a second loan period. During the second period, interest is payable in 20 equal consecutive installments and the principal balance plus accrued and unpaid interest is due June 30, 2023. Interest during both periods accrues at a rate of 3.5% annually. In 2018, all quarterly interest payments to be made in Phase 2 were offset by the management fees due to Vivos. In addition, principal payments totaling $30 were made by Vivos. As of June 30, 2020, and December 31, 2019, the total outstanding balance was $740 and $772, respectively. The December 31, 2019 balance was eliminated during consolidation of the VIE during this period. See Note 5. On June 12, 2019, Maslow entered into a Personal Guaranty agreement with Dr. Doki, pursuant to which Dr. Naveen Doki personally guaranteed to Maslow repayment of $3,000 of the balance of the Promissory Note issued to Vivos on November 15, 2017 within the 2019 calendar year via cash, stock, or other business assets acceptable to the Company. Dr. Doki is a 5% or greater beneficial holder of Company Common Stock, and therefore is a related party. As of February 2020, the Company filed a lawsuit against the majority shareholder, pursuant to the personal guaranty agreement for defaulting on the outstanding notes receivables. On September 5, 2019, Maslow entered into a Secured Promissory Note agreement with Vivos, pursuant to which Maslow issued a secured promissory note to Vivos in the principal amount of $750. The note bears interest at 2.5% per year and requires Vivos to make monthly payments to Maslow of $10 beginning December 1, 2019, with balance due and payable on November 1, 2026. Upon an event of default, which occurs upon failure of Vivos to make any monthly payment due under the terms of the note, Maslow has the right to declare the entire unpaid balance of the note due and payable. The note is secured by 30,000,000 shares of Company Common Stock, which is due and payable upon a default by Vivos, which occurs upon failure of Vivos to make any monthly payment due under the terms of the note. In addition, both Naveen Doki and Silvija Valleru personally guaranty the repayment of the note by Vivos. Naveen Doki and Silvija Valleru are beneficial owners of Vivos and are also 5% or greater beneficial owners of Company Common Stock. As of June 30, 2020, and December 31, 2019, the total outstanding balance was $759 and $752, respectively, which includes interest of $9 and $2, respectively. This note is in default and the Company is pursuing collection. Debt Settlement Agreements On August 10, 2017, Vivos executed a receivable advance agreement with Argus Capital Funding. The Company received a net advance of $487 in exchange for $705 of the Company’s accounts receivable. Included in this loan is a fee of $218. The agreement was refinanced on November 15, 2017, when Vivos, and Vivos Acquisitions, LLC, via Dr. Naveen Doki and Dr. Silvija Valleru entered into an agreement with CC Business Solutions, a division of Credit Cash NJ, LLC (“Credit Cash”) pursuant to which Credit Cash advanced to the Company $600 in exchange for $780 of the Company’s accounts receivable, to be repaid fully by approximately May 20, 2019 (the “Maslow Credit Facility”). In addition, pursuant to the same agreement, Credit Cash advanced to HCRN a credit facility in the principal amount of $1,005 (“HCRN Credit Facility”). Each of Maslow, Vivos, Vivos Acquisitions, LLC, Dr. Naveen Doki and Dr. Silvija Valleru guaranteed the HCRN Credit Facility. To secure repayment of their guarantee obligations, the Company and Vivos granted to Credit Cash a security interest in all their assets. On September 14, 2018, the Company defaulted on the Maslow Credit Facility. In addition, on same date, the HCRN Credit Facility went into default. As a result, repayment on both facilities was accelerated, with the full balance for each becoming immediately due and payable. On December 10, 2018, the Company, Vivos, Vivos Acquisitions, LLC, Dr. Doki, and Dr. Valleru and Credit Cash entered into a settlement agreement in connection the November 15, 2017 agreement to govern the terms of the repayment of the HCRN Credit Facility and Maslow Credit Facility. Pursuant to the settlement agreement, the Company agreed to pay $10 per week until the entire balance of the Maslow Credit Facility was paid off. Pursuant to a subsequent agreement dated May 17, 2019 not involving the Company, Vivos and Vivos Acquisitions, LLC agreed to fully repay the HCRN Credit Facility via quarterly payments beginning June 30, 2019. The HCRN Credit Facility is still being repaid by Vivos, and as of October 29, 2019, has an outstanding balance of approximately $635. The Company has a binding and enforceable agreement with certain shareholders permitting Maslow to liquidate up to the full amount of Maslow equity held by such shareholders in order to satisfy the shareholders’ obligations under the Settlement Agreements. The total outstanding balance owed by the Company as of December 31, 2018 was $351. In September 2019, the Company has repaid the outstanding balance due for the Maslow Credit Facility under the settlement agreement in full. The Company is facing pressure to make cash payments pursuant to the Settlement Agreements prior to the Company’s anticipated liquidation of the shares of Company Common Stock pledged pursuant to the Liquidation Agreement. The Vivos Shareholders that are the counterparties to the Liquidation Agreement are not cooperating with the Company to liquidate the shares subject thereto as contemplated thereby. No assurance can be given how long it will take to enforce the requirements of the Liquidation Agreement. The resulting time gap may present a liquidity issue for the Company. Related Party Relationships On October 29, 2019, prior to the Merger, pursuant to the Merger Agreement, Naveen Doki and Silvija Valleru became beneficial owners of 207,384,793 and 51,844,970 shares of RLBY Common Stock, respectively, equal to 69.13% and 17.13% of the total number of shares of RLBY Common Stock outstanding after giving effect to the Merger, respectively. On June 27, 2019, prior to the Merger, Maslow entered into a Securities Purchase Agreement with Hawkeye Enterprises, Inc., a company owned and controlled by Mark Speck, an officer and director of the Company. Pursuant to this agreement, Maslow issued to Hawkeye Enterprises 16,323 (on a post-Merger basis) shares of Company Common Stock , a warrant (as defined below) for 81,616 (on a post-Merger basis) shares of Company Common Stock and a convertible promissory note of same date in the initial principal amount of $50, in exchange for $50. The note bears interest at 12% per year, with balance due and was paid in full at $56 on June 27, 2020. On July 31, 2019, prior to the Merger, the Company entered into a Securities Purchase Agreement with the same officer and director discussed above. Pursuant to this agreement, the Company issued to this individual a Warrant for 81,616 (on a post-Merger basis) shares of Company Common Stock and a convertible promissory note of same date in the initial principal amount of $50, in exchange for $50. The note bears interest at 12% per annum, with balance due and payable on July 31, 2020. As of June 30, 2020, principal and accrued interest on this note was $56. On July 31, 2019 prior to the Merger, the Company entered into a Securities Purchase Agreement with Nick Tsahalis, an executive officer and director of the Company. Pursuant to this agreement, the Company issued to this individual 32,646 (on a post-Merger basis) shares of RLBY Common Stock, and a Warrant to purchase 16,323 (on a post-Merger basis) shares of the RLBY Common Stock, and a Convertible Promissory Note of same date in the initial principal amount of $100, in exchange for $100. The note bears interest at 12% per annum, with balance due and payable on July 31, 2020. As of June 30, 2020, the principal and accrued interest on this note was $111. On September 18, 2019, in anticipation of the closing of the Merger and intending that it be assumed by Maslow after the closing of the Merger, Hawkeye entered into a letter of intent (the “LOI”) regarding the potential acquisition of a complementary business. Maslow was then prohibited from entering into the LOI directly. In connection with the LOI, Hawkeye paid a non-refundable deposit of $75 with the understanding that after the closing of the Merger, the LOI would be assigned to the Company and the Company would reimburse Hawkeye for the deposit. On October 17, 2019, Hawkeye assigned, and Maslow agreed to assume the LOI and reimburse Hawkeye for the deposit with an interest rate of 1.5% per month. On May 8, 2020, Maslow repaid the principal and accrued interest to Hawkeye, totaling $84. The term “warrant” herein refers to warrants issued by Maslow and assumed by RLBY as a result of the Merger. The terms of all Warrants are the same other than as to the number of shares covered thereby. The Warrant may be exercised at any time or from time to time during the period commencing at 10:00 a.m. Eastern time on first business day following the completion of the Qualified Financing (as defined below) and expiring at 5:00 p.m. Eastern time on the fifth annual anniversary thereof (the “Exercise Period”). For purposes herein, a “Qualified Financing” means the issuance by the Company, other than certain excluded issuances of shares of Common Stock, in one transaction or series of related transactions, which transaction(s) result in aggregate gross proceeds actually received by the Company of at least $5,000. The exercise price per full share of RLBY Common Stock shall be 120% of the average sale price of the RLBY Common Stock across all transactions constituting a part of the Qualified Financing, with equitable adjustments being made for any splits, combinations or dividends relating to the RLBY Common Stock, or combinations, recapitalization, reclassifications, extraordinary distributions and similar events, that occur following one transaction constituting a part of the Qualified Financing and prior to one or more other transactions constituting a part of the Qualified Financing (the “Exercise Price”). Convertible note warrants were not valued and included as a liability on the Company’s balance sheet because of uncertainty around their pricing, value and low probability at this juncture in receiving the $5,000 trigger. $125 of the convertible notes reached maturity at the end of June 2020, resulting in return of principal with interest of $140. On December 1, 2019, the Company acquired assets of IQS from Vivos Holdings Inc. as described in Note 1 above. The Company is involved in a number of disputes with Vivos as described in Note 6 above.

Business Segments

Business Segments	6 Months Ended
	Jun. 30, 2020
Segment Reporting [Abstract]
Business Segments	NOTE 9. BUSINESS SEGMENTS The Company operates within three industry segments: EOR, Recruiting and Staffing, and Video and Multimedia Production. The EOR segment provides media field talent to a host of large corporate customers in all 50 states. The Recruiting and Staffing segment provides skilled media and IT field talent on a nationwide basis for customers in a myriad of industries. The Video and Multimedia Production segment provides Script to Screen services for corporate, government and non-profit clients, globally. The following table provides a reconciliation of revenue by reportable segment to consolidated results for the three and six months ended June 30, 2020 and 2019, respectively: For three months ended: 2020 2019 Revenue: EOR $ 3,804 $ 8,656 Recruiting and Staffing 1,147 487 Video and Multimedia Production 241 434 Other 5 40 Total $ 5,197 $ 9,617 For six months ended 2020 2019 Revenue: EOR $ 10,953 $ 16,075 Recruiting and Staffing 2,440 940 Video and Multimedia Production 581 832 Other 24 70 Total $ 13,998 $ 17,917

Contingent Liability

Contingent Liability	6 Months Ended
	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Contingent Liability	NOTE 10. CONTINGENT LIABILITY As described in Note 5, on January 22, 2018, VREH executed a mortgage loan for the purchase of the property at 22 Baltimore Rd., Rockville, Maryland, and the Company executed a guarantee of this loan. The loan was in the amount of $1,875 with an interest rate of 4.5% annually for the first 60 months of the loan and increasing to 5.25% annually on January 28, 2023 for the remaining 59 months. The monthly payments during repayment period is $11 with a lump sum payment of $1,393 on December 28, 2027. The outstanding balance on this mortgage loan as of June 30, 2020 was $1,768. The Company has not yet been called on to make any payments under its guarantee.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS The Company has evaluated subsequent events through August 12, 2020, the date on which the unaudited consolidated financial statements were available to be issued. No other material subsequent events have occurred that would require recognition in or disclosures in the accompanying unaudited consolidated financial statements, except that on July 15, 2020, Larry Gaffey, a member of the Board of Directors of the Company and a member of the Audit and Compensation Committees thereof, notified the Company of his intention to retire from the Company’s Board of Directors for personal reasons, effective July 15, 2020. Mr. Gaffey did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. The company repaid $588 in bridge loan notes which reached maturity between July 22, 2020 and July 31, 2020, including notes held by Nick Tsahalis ($100), and Mark Speck ($50).

Variable Interest Entity (VIE)

Variable Interest Entity (VIE) (Tables)	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Assets and Liability of Consolidated VIE	The assets and liabilities of the consolidated VIE are comprised of the following as of June 30, 2020 and December 31, 2019: 2020 2019 Building $ - $ 1,856 Office equipment - 185 Land - 510 Accumulated depreciation - 148 Liabilities assumed - 1,790 Total net assets consolidated $ - $ 613

Business Segments (Tables)

Business Segments (Tables)	6 Months Ended
	Jun. 30, 2020
Segment Reporting [Abstract]
Reconciliation of Revenue and Operating Income by Reportable Segment to Consolidated Results	The following table provides a reconciliation of revenue by reportable segment to consolidated results for the three and six months ended June 30, 2020 and 2019, respectively: For three months ended: 2020 2019 Revenue: EOR $ 3,804 $ 8,656 Recruiting and Staffing 1,147 487 Video and Multimedia Production 241 434 Other 5 40 Total $ 5,197 $ 9,617 For six months ended 2020 2019 Revenue: EOR $ 10,953 $ 16,075 Recruiting and Staffing 2,440 940 Video and Multimedia Production 581 832 Other 24 70 Total $ 13,998 $ 17,917

Nature of Operations and Basi_2

Nature of Operations and Basis of Presentation (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenue [Member]
Concentration risk, benchmark description			No other client exceeded 10% of revenues.
Maslow Media Group, Inc. [Member]
Equity method owned subsidiary	100.00%		100.00%
AT&T Services, Inc. [Member] | Revenue [Member]
Percentage of revenue	17.90%	36.90%	27.50%	38.10%
AT&T Services, Inc. [Member] | Accounts Receivable [Member]
Percentage of revenue			22.40%	46.90%
Janssen Pharmaceuticals [Member] | Revenue [Member]
Percentage of revenue	15.10%	10.40%	11.40%	9.60%
Janssen Pharmaceuticals [Member] | Accounts Receivable [Member]
Percentage of revenue			26.30%	15.80%
Goldman Sachs & Co [Member] | Revenue [Member]
Percentage of revenue	10.10%
Goldman Sachs & Co [Member] | Accounts Receivable [Member]
Percentage of revenue			15.40%	10.20%
Naveen Doki, Silvija Valleru, Shirisha Janumpally and Kalyan Pathuri [Member]
Equity method owned subsidiary	86.00%		86.00%
Employer of Record [Member]
Percentage of revenue			78.20%

Liquidity and Going Concern (De

Liquidity and Going Concern (Details Narrative) - USD ($) $ in Thousands	May 05, 2020	Jun. 30, 2020
Revenue percentage		46.00%
PPP Loan [Member]
Proceeds of a loan	$ 5,216
Accrued payroll costs		$ 2,390
Payroll costs percentage		99.00%
Remaining payroll costs		$ 2,826
Debt instrument, description		As of June 30, 2020, $2,390 of the PPP funds had been utilized with 99% covering payroll costs. As of June 30, 2020, $2,826 of the PPP funds remained available and the Company intends to apply the permitted twenty-four week measuring period, allowing the Company additional weeks to put toward payroll costs of the Company.
Debt instrument, principal interest		$ 140
Debt instrument, outstanding		$ 952

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ in Thousands

Apr. 29, 2020

Apr. 07, 2020

Jan. 05, 2018

Feb. 29, 2020

Jan. 31, 2020

Dec. 31, 2016

Jun. 30, 2020

Jun. 30, 2019

Jun. 30, 2020

Jun. 30, 2019

Dec. 31, 2019

Jan. 19, 2018

Tax liability

$ 703

$ 703

$ 817

Unpaid balance of purchased accounts percentage

10.00%

10.00%

Finance line fees

$ 14

$ 18

$ 15

$ 27

Vivos Holdings, LLC [Member]

Accelerated tax event estimated annual impact

$ 215

Accelerated tax event description

This triggered an accelerated tax event, a $215 estimated annual impact per year, for four years, that the Company is working with the IRS to pay off.

Loan Arrangement [Member]

Notes payable

195

195

Factoring and Security Agreement [Member] | Minimum [Member]

Eligible for sale percentage

90.00%

Factoring and Security Agreement [Member] | Maximum [Member]

Eligible for sale percentage

93.00%

Factoring and Security Agreement [Member] | Prime Rate [Member]

Debt instrument description of variable rate

In January 2020, a new agreement was negotiated with Triumph lowering advance rate from 18 basis points to 15 and the interest rate from prime plus 2.5% to prime plus 2%.

Factoring and Security Agreement [Member] | Prime Rate [Member] | Minimum [Member]

Convertible promissory note interest rate

2.00%

Factoring and Security Agreement [Member] | Prime Rate [Member] | Maximum [Member]

Convertible promissory note interest rate

2.50%

Factoring and Security Agreement [Member] | Triumph Business Capital [Member]

Convertible promissory note term

1 year

Increase in factoring fee

$ 5,500

Recourse Contract [Member]

Proceeds from sale of receivables

6,683

$ 2,450

9,307

$ 13,299

Outstanding balance of recourse contract

1,042

1,042

5,508

Paycheck Protection Program [Member]

Convertible promissory note interest rate

1.00%

Convertible promissory note term

2 years

Loans payable

$ 5,216

Accrued interest

$ 8

Triumph [Member]

Notes payable

$ 250

Convertible promissory note interest rate

10.00%

Convertible promissory note term

2 months

6 months

Debt due date

Feb. 28, 2021

Convertible Debt [Member]

Notes payable

$ 802

$ 802

$ 890

Convertible promissory note interest rate

12.00%

12.00%

Convertible promissory note term

1 year

Proceeds from sale of equity securities

$ 5,000

Sale of stock, term

5 years

Variable Interest Entity (VIE_2

Variable Interest Entity (VIE) (Details Narrative) $ in Thousands	Dec. 31, 2019USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Related party note receivable with VIE	$ 772

Variable Interest Entity (VIE_3

Variable Interest Entity (VIE) - Summary of Assets and Liability of Consolidated VIE (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Total net assets consolidated	$ 78	$ 2,483
Variable Interest Entity, Primary Beneficiary [Member]
Accumulated depreciation		148
Liabilities assumed		1,790
Total net assets consolidated		613
Variable Interest Entity, Primary Beneficiary [Member] | Building [Member]
Assets consolidated gross		1,856
Variable Interest Entity, Primary Beneficiary [Member] | Office Equipment [Member]
Assets consolidated gross		185
Variable Interest Entity, Primary Beneficiary [Member] | Land [Member]
Assets consolidated gross		$ 510

Equity (Details Narrative)

Equity (Details Narrative) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Equity [Abstract]
Capital stock shares authorized	300,000,000	300,000,000
Capital stock par value
Common stock, shares issued	300,000,000	300,000,000
Common stock, shares, outstanding	300,000,000	300,000,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands

Dec. 02, 2019

Oct. 29, 2019

Sep. 05, 2019

Jul. 31, 2019

Jun. 27, 2019

Jun. 12, 2019

May 20, 2019

Aug. 10, 2017

Nov. 15, 2016

Nov. 09, 2016

Jun. 30, 2018

Jun. 30, 2018

Jun. 30, 2020

May 08, 2020

Dec. 31, 2019

Sep. 18, 2019

Dec. 31, 2018

Sep. 30, 2018

Nov. 15, 2017

Repayments of related party

Principal amount

140

Gross proceeds received

5,000

Convertible notes

$ 125

Average sale price percentage

120.00%

Convertible note warrants trigger value

$ 5,000

Secured Promissory Note Agreement [Member]

Related party outstanding balance amount

759

$ 752

Accrued interest receivable

9

2

Secured Promissory Note Agreement [Member] | Naveen Doki and Silvija Valleru [Member]

Ownership percentage

5.00%

Receivable Advance Agreement [Member] | HCRN Credit Facility [Member]

Related party outstanding balance amount

$ 635

Debt Settlement Agreement [Member] | HCRN Credit Facility [Member]

Related party outstanding balance amount

$ 351

Securities Purchase Agreement [Member] | Mark Speck [Member]

Principal amount

56

Securities Purchase Agreement [Member] | Mark Speck [Member] | Warrant [Member]

Note interest percentage

12.00%

Debt due date

Jul. 31, 2020

Related party outstanding balance amount

$ 50

Principal amount

$ 50

Conversion of shares

81,616

Securities Purchase Agreement [Member] | Nick Tsahalis [Member]

Principal amount

111

Securities Purchase Agreement [Member] | Nick Tsahalis [Member] | Common Stock [Member]

Conversion of shares

32,646

Securities Purchase Agreement [Member] | Nick Tsahalis [Member] | Warrant [Member]

Conversion of shares

16,323

Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Common Stock [Member]

Promissory note payable

$ 54

Note interest percentage

12.00%

Debt due date

Jun. 27, 2020

Related party outstanding balance amount

$ 50

Principal amount

$ 50

Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Nick Tsahalis [Member]

Note interest percentage

12.00%

Debt due date

Jul. 31, 2020

Related party outstanding balance amount

$ 100

Principal amount

$ 100

Maslow Media Group, Inc. [Member]

Ownership percentage

100.00%

Vivos Holdings, LLC [Member]

Debt instrument periodic payment

$ 30

Vivos Holdings, LLC [Member] | Stock Purchase Agreement [Member]

Promissory note payable

$ 1,773

Note installments term description

During the second loan period, interest shall be paid in twenty equal consecutive payments, quarterly. Principal plus any unpaid interest is due September 20, 2023.

Debt instrument periodic payment

$ 15

Related parties, notes receivable

$ 1,400

Debt due date

Sep. 20, 2023

Related party outstanding balance amount

$ 2,702

2,666

Accrued interest receivable

200

162

Vivos Holdings, LLC [Member] | Stock Purchase Agreement [Member] | First Loan [Member]

Note interest percentage

2.50%

Vivos Holdings, LLC [Member] | Stock Purchase Agreement [Member] | Second Loan [Member]

Note interest percentage

2.50%

Vivos Holdings, LLC [Member] | Maslow Media Group, Inc. [Member]

Acquisition percentage

100.00%

Purchase price

$ 1,750

Proceeds from settlement of acquisition

1,400

Promissory note payable

$ 350

Note installments term description

The promissory note was to be paid in twenty-four equal installments, including interest at 4.5%, in the amount of approximately $15, commencing six months after closing with the last payment on March 1, 2019.

Note interest percentage

4.50%

Debt instrument periodic payment

$ 15

VREH [Member]

Promissory note payable

$ 772

Note installments term description

During the second period, interest is payable in 20 equal consecutive installments and the principal balance plus accrued and unpaid interest is due June 30, 2023.

Debt due date

Jun. 30, 2023

Related party outstanding balance amount

$ 740

$ 772

Accrued interest receivable

$ 781

$ 781

VREH [Member] | First Loan [Member]

Note interest percentage

3.50%

3.50%

VREH [Member] | Second Loan [Member]

Note interest percentage

3.50%

3.50%

Dr. Naveen Doki [Member] | Personal Guaranty Agreement [Member]

Acquisition percentage

5.00%

Repayments of related party

$ 3,000

Vivos [Member] | Secured Promissory Note Agreement [Member]

Conversion of shares

30,000,000

Vivos [Member] | Maslow Media Group, Inc. [Member] | Secured Promissory Note Agreement [Member]

Note interest percentage

2.50%

Debt instrument periodic payment

$ 10

Debt due date

Nov. 1, 2026

Principal amount

$ 750

Vivos [Member] | Argus Capital Funding [Member] | Receivable Advance Agreement [Member]

Repayments of related party

$ 705

Related party advance fees

487

Loan fees

$ 218

Credit Cash NJ, LLC [Member] | Receivable Advance Agreement [Member] | Maslow Credit Facility [Member]

Loan fees

$ 600

Exchange of line of credit facility

$ 780

HCRN [Member] | Receivable Advance Agreement [Member] | HCRN Credit Facility [Member]

Note installments term description

Pursuant to the settlement agreement, the Company agreed to pay $10 per week until the entire balance of the Maslow Credit Facility was paid off.

Loan fees

$ 1,005

Naveen Doki [Member] | Merger Agreement [Member]

Conversion of shares

207,384,793

Conversion of shares, percentage

69.13%

Silvija Valleru [Member] | Merger Agreement [Member]

Conversion of shares

51,844,970

Conversion of shares, percentage

17.13%

Hawkeye Enterprises, Inc [Member] | Securities Purchase Agreement [Member]

Promissory note payable

$ 81

Note interest percentage

1.50%

Non refundable deposit

$ 75

Hawkeye Enterprises, Inc [Member] | Maslow Media Group, Inc. [Member] | Securities Purchase Agreement [Member] | Mark Speck [Member] | Common Stock [Member]

Conversion of shares

16,323

Hawkeye Enterprises, Inc [Member] | Maslow Media Group, Inc. [Member] | Securities Purchase Agreement [Member] | Mark Speck [Member] | Warrant [Member]

Conversion of shares

81,616

Business Segments - Reconciliat

Business Segments - Reconciliation of Revenue and Operating Income by Reportable Segment to Consolidated Results (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Total	$ 5,197	$ 9,617	$ 13,998	$ 17,917
EOR [Member]
Total	3,804	8,656	10,953	16,075
Recruiting and Staffing [Member]
Total	1,147	487	2,440	940
Video and Multimedia Production [Member]
Total	241	434	581	832
Other [Member]
Total	$ 5	$ 40	$ 24	$ 70

Contingent Liability (Details N

Contingent Liability (Details Narrative) - USD ($) $ in Thousands	Jan. 22, 2018	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Loan amount	$ 1,875
Interest rate	4.50%
Loan description		The loan was in the amount of $1,875 with an interest rate of 4.5% annually for the first 60 months of the loan and increasing to 5.25% annually on January 28, 2023 for the remaining 59 months. The monthly payments during repayment period is $11 with a lump sum payment of $1,393 on December 28, 2027.
Loan amount changes to annually percentage	5.25%
Repayments of mortgage loans	$ 11
Lump-some payments	$ 1,393
Outstanding mortgage loan		$ 1,768

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Thousands	Aug. 12, 2020USD ($)
Loan repayment	$ 588
Nick Tsahalis [Member]
Loans payable	100
Mark Speck [Member]
Loans payable	$ 50
Minimum [Member]
Maturity date	Jul. 22, 2020
Maximum [Member]
Maturity date	Jul. 31, 2020