Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-07092 | ||
Entity Registrant Name | RELIABILITY INCORPORATED | ||
Entity Central Index Key | 0000034285 | ||
Entity Tax Identification Number | 75-0868913 | ||
Entity Incorporation, State or Country Code | TX | ||
Entity Address, Address Line One | 12124 Skylark Rd | ||
Entity Address, City or Town | Clarksburg | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20871 | ||
City Area Code | (202) | ||
Local Phone Number | 965-1100 | ||
Title of 12(b) Security | Common Stock | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,329,030 | ||
Entity Common Stock, Shares Outstanding | 300,000,000 | ||
Auditor Firm ID | 820 | ||
Auditor Name | Ramirez Jimenez International CPAs | ||
Auditor Location | Irvine, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 227 | $ 24 |
Trade receivables, net of allowance for doubtful accounts | 6,337 | 6,405 |
Retention credit receivable | 1,219 | 2,494 |
Notes receivable from related parties | 5,251 | 4,985 |
Prepaid expenses and other current assets | 430 | 331 |
Total current assets | 13,464 | 14,239 |
Property, plant and equipment, net | 26 | 49 |
Total assets | 13,490 | 14,288 |
CURRENT LIABILITIES | ||
Factoring liability | 2,619 | 946 |
Accounts payable | 698 | 1,205 |
Accrued expenses | 339 | 404 |
Accrued payroll | 981 | 1,629 |
Deferred revenue | 176 | 176 |
Income taxes payable | 6 | 517 |
Other current liabilities | 1 | |
Total current liabilities | 4,819 | 4,878 |
Total liabilities | ||
Commitment and contingencies (Note 10) | ||
Subsequent events (Note 15) | ||
STOCKHOLDER’S EQUITY | ||
Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of December 31, 2022 and 2021 | ||
Additional paid-in capital | 750 | 750 |
Retained earnings | 7,921 | 8,660 |
Total stockholder’s equity | 8,671 | 9,410 |
Total liabilities and stockholder’s equity | $ 13,490 | $ 14,288 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue earned | ||
Service revenue | $ 25,725 | $ 26,246 |
Cost of revenue | ||
Cost of revenue | 22,231 | 22,980 |
Gross profit | 3,494 | 3,266 |
Selling, general and administrative expenses | 4,400 | 3,567 |
Operating loss | (906) | (301) |
Other income (expense): | ||
Interest income from related parties | 232 | 274 |
Interest income | 53 | |
Interest expense | (171) | (39) |
Impairment of goodwill and other intangible assets | (688) | |
Other income (expense) | 223 | 9,631 |
Income (loss) before income tax expense | (569) | 8,877 |
Income tax expense | (170) | (984) |
Consolidated net income (loss) | $ (739) | $ 7,893 |
Net income per share: | ||
Basic | $ 0 | $ 0.03 |
Diluted | $ 0 | $ 0.03 |
Share used in per share computation: | ||
Basic | 300,000,000 | 300,000,000 |
Diluted | 300,000,000 | 300,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Change in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2020 | $ 750 | $ 767 | $ 1,517 | |
Balance, shares at Dec. 31, 2020 | 300,000,000 | |||
Net income (loss) | 7,893 | 7,893 | ||
Balance, value at Dec. 31, 2021 | 750 | 8,660 | 9,410 | |
Balance, shares at Dec. 31, 2021 | 300,000,000 | |||
Net income (loss) | (739) | (739) | ||
Balance, value at Dec. 31, 2022 | $ 750 | $ 7,921 | $ 8,671 | |
Balance, shares at Dec. 31, 2022 | 300,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (739) | $ 7,893 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 32 | 72 |
(Gain) on disposal of property and equipment | (4) | |
Accrued interest | (232) | (274) |
Loss on impairment of goodwill and other intangible assets | 688 | |
Gain on forgiveness of PPP loan payable and interest | (5,250) | |
Changes in operating assets and liabilities: | ||
Trade receivables | 39 | 464 |
Retention credit receivable | 1,304 | (2,494) |
Prepaid expenses and other current assets | (99) | (42) |
Accounts payable | (507) | 270 |
Accrued payroll | (648) | 939 |
Accrued expenses | (65) | 28 |
Deferred revenue | (6) | |
Other liabilities | (1) | (4) |
Income taxes payable | (511) | 225 |
Net cash provided by (used in) operating activities | (1,427) | 2,505 |
Cash flows from investing activities: | ||
Purchase of fixed assets | (9) | (7) |
Net cash used in investing activities | (9) | (7) |
Cash flows from financing activities: | ||
Net borrowing/(repayment) of line-of-credit | 1,673 | (2,053) |
Repayment of notes payable | (37) | |
Advances to related parties | (34) | (454) |
Net cash provided by (used in) financing activities | 1,639 | (2,544) |
Net increase (decrease) in cash and cash equivalents | 203 | (46) |
Cash and cash equivalents, beginning of year | 24 | 70 |
Cash and cash equivalents, end of year | 227 | 24 |
Supplemental disclosures of cash flow information: | ||
Interest | 150 | 39 |
Income taxes | 681 | 969 |
Supplemental disclosures of non-cash investing and financing activities: | ||
PPP loan and interest forgiveness | $ 5,250 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS Reliability, Inc. is a workforce management solutions company that has for 30 years focused primarily on the media industry. In servicing its clients, Reliability provides a variety of staffing services which include employer of record, temporary media and information technology (“IT”) staffing services, and direct hire. Reliability operates, along with its wholly owned subsidiary, The Maslow Media Group, Inc., (collectively, “Reliability” or the “Company”), primarily within the United States of America in four industry segments: Employer of Record (“EOR”), Recruiting and Staffing, Video and Multimedia Production resources, and Direct Hire. EOR which is a unique workforce management solution, represented 85.1 99 167 89 164 On October 29, 2019, Maslow Media Group (“Maslow” or “MMG”) became a wholly owned subsidiary of Reliability via a reverse merger (the “Merger”). On December 1, 2019, the Company acquired the customer contracts and trade receivables and assumed certain liabilities of Intelligent Quality Solutions, Inc. (“IQS”). IQS operates as a division of MMG. |
MANAGEMENT_S PLAN
MANAGEMENT’S PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Managements Plan | |
MANAGEMENT’S PLAN | NOTE 2 - MANAGEMENT’S PLAN Although the Company has experienced operating losses in the years ended December 31, 2022 and 2021, of $ 906 and $ 301 , respectively, management believes it has the ability to continue as a going concern and meet its financial obligation as they become due in 2023 and beyond. The factors impacting this view include, but are not limited to, the following: ● Cash flow forecast showing sufficient cash and working capital 52 weeks from March 5 th ● The prospect of receiving the amounts awarded in the arbitration hearing in 2023, which include the $ 5,251 4,327 1,000 ● The expected receipt of approximately $ 1,219 ● The expected reductions in continuing legal fees in 2023 given the Company is past the preparation and arbitration proceedings; ● Significant reduction of approximately $ 500 ● Addition of a new Vice President of Sales recently hired with experience and success in managing contingent and direct hire staffing organizations; and ● The Company has additional availability to use its factoring line to extend borrowing of up to 93 2,141 As a result of the foregoing, the Company believes that it has sufficient cash to meet its financial obligations for the next 12 months and beyond as they become due. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements reflect the financial position and operating results of Reliability, Inc., including its wholly owned subsidiary, Maslow. All intercompany transactions and balances have been eliminated in consolidation. Fiscal Year The Company’s fiscal year is from January 1 st st Management Estimates The consolidated financial statements and related disclosures are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The Company must make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to revenue recognition, allowances for doubtful accounts, recoverability of notes receivable, useful lives for depreciation and amortization, loss contingencies, and the valuation allowances for deferred income taxes. Actual results may be materially different from those estimated. In making its estimates, the Company considers the current economic and legislative environment. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90-days or less to be cash equivalents. Concentration of Credit Risk For the year ended December 31, 2022, the Company’s top 10 clients generated over 86 58.8 26.3 27.9 47.4 41.1 19.6 14.9 12.9 14.5 22.4 32.9 No other client exceeded 10% of revenues. Financial instruments, which potentially subject the Company to concentrations of credit risk, are primarily cash and accounts receivable. The Company performs continuing credit evaluations of its customers and does not require collateral. The Company has not experienced significant losses related to receivables. Accounts Receivable, Contract Assets, and Contract Liabilities (Deferred Revenue) Receivables represent both trade receivables from customers in relation to fees for the Company’s services and unpaid amounts for benefit services provided by third-party vendors, such as healthcare providers for which the company records a receivable for funding until the payment is received from the customer and a corresponding customer obligations liability until the Company disburses the balances to the vendors. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) The Company provides for an allowance for doubtful accounts by specifically identifying accounts with a risk of collectability and providing an estimate of the loss exposure. Management considers all contract receivables as of December 31, 2022 and 2021 to be fully collectible, therefore an allowance for doubtful accounts is not provided for. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to the Company rights to consideration for services provided that they are conditional on satisfaction of future performance obligations. The Company holds customer deposits of certain customers related to its EOR business to minimize cash flow impact and reduces risks of uncollectible trade receivables. The Company records contract liabilities (deferred revenue) when payments are made or due prior to the related performance obligations being satisfied. The current portion of the Company contract liabilities is included in accrued liabilities in its consolidated balance sheets. The Company does not have any material contract assets or long-term contract liabilities. As of December 31, 2022 and 2021, the Company’s deferred revenue totaled $ 176 Fair Value Measurements The Company measures fair value based on the price that the Company would receive upon selling an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Various inputs are used in determining the fair value of assets or liabilities. Inputs are classified into a three-tier hierarchy, summarized as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities; ● Level 2 – Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the assets or liabilities; ● Level 3 – Significant unobservable inputs for the assets or liabilities. 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, 2022 and 2021 for cash and cash equivalents, trade receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and factoring liability 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. Property and Equipment Property and equipment are stated at cost and are depreciated using primarily the straight-line method over the following estimated useful lives: furniture, fixtures, and computer equipment — three to seven years; leasehold improvements — over the shorter of the estimated useful life of asset or the lease term 32 72 RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) Long-Lived Assets The Company reviews its long-lived assets, primarily fixed assets, intangible assets and goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. The Company recorded an impairment loss in the amount of $ 688 Intangible Assets The Company held intangible assets with finite lives. Intangible assets with finite useful lives were 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. For the year ended December 31, 2021, amortization expense was $ 34 Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs were used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. The Company evaluated the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets and goodwill to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company determined that there was impairment needed for these assets during the year ended December 31, 2021, and thus impaired $ 170 Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Based on annual testing, the Company has determined that there was goodwill impairment during the year ended December 31, 2021. Thus, the Company recorded a goodwill impairment adjustment of $ 518 Revenue Recognition 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 derives its revenues from three segments: EOR, Recruiting and Staffing, and Video and Multimedia Production. The Company provides temporary staffing and Direct Hire services. Revenues are recognized when promised services are delivered to the client, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of operations represent services rendered to clients, less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of revenue. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) Temporary staffing revenues - Field talent revenues from contracts with clients are recognized in the amount to which the Company has a right to invoice when the services are rendered by the Company’s field talent. Direct Hire staffing revenues - Direct Hire staffing revenues are recognized when employment candidates start their permanent employment. The Company estimates the effect of Direct Hire candidates who do not remain with its client through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to clients are generally calculated as a percentage of the new worker’s annual compensation. No fees for Direct Hire services are charged to employment candidates. Refer to Note 14 for disaggregated revenues by segment. Payment terms in our contracts vary by the type and location of our client partner and the services offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of December 31, 2022. There were no revenues recognized during years ended December 31, 2022 and 2021 related to performance obligations satisfied or partially satisfied in previous periods. There are no no Advertising The Company recognizes marketing and promotion expense in selling, general and administrative expenses as the services are incurred. The total marketing and promotion expense for the years ended December 31, 2022 and 2021 was $ 25 23 Earnings (Loss) Per Share Basic earnings (loss) per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Income Taxes The Company accounts for income taxes utilizing the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carry forwards, using enacted tax rates and laws that are expected to be in effect when the differences reverse. A valuation allowance is recorded against deferred tax assets in these cases when management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) The Company recognizes any uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company’s tax years are subject to examination for 2019 and forward for U.S. Federal tax purposes and for 2018 and forward for state tax purposes. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment The Company does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on its present or future consolidated financial statements. |
TRADE RECEIVABLES
TRADE RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
TRADE RECEIVABLES | NOTE 4 – TRADE RECEIVABLES Contract receivables consist of the following as of December 31: SUMMARY OF CONTRACT RECEIVABLES 2022 2021 Billed receivables $ 3,131 $ 4,646 Unbilled receivables 587 813 Accounts receivable, factored 2,619 946 Total $ 6,337 $ 6,405 All of the net trade receivables are pledged as collateral on a loan agreement. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of December 31, 2022 and 2021 consists of the following: SUMMARY OF PROPERTY, PLANT AND EQUIPMENT 2022 2021 Office equipment 54 51 Computer software 110 110 Operating lease asset - - Property, plant and equipment, gross 164 161 Accumulated depreciation (138 ) (112 ) Property, plant and equipment, net $ 26 $ 49 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS The Company acquired intangible assets as part of the IQS acquisition in 2019. The Company recorded $ 518 240 518 170 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 - ACCRUED EXPENSES Accrued expenses consist of the following as follows: SUMMARY OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 Accrued vendor costs $ 199 182 Financed insurance payable 124 176 Other 16 46 Accrued expenses $ 339 $ 404 RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 - INCOME TAXES Income tax expense (benefit) for the years ended December 31, 2022 and 2021 are comprised of the following: SUMMARY OF INCOME TAX EXPENSE 2022 2021 Current federal income tax $ 113 $ 743 Current state income tax 57 241 Deferred income tax (benefit) - Income tax expense (benefit) $ 170 984 Significant components of the Company’s deferred income tax assets (liabilities) are as follows at: SUMMARY OF DEFERRED INCOME TAX ASSETS (LIABILITIES) 2022 2021 December 31, 2022 2021 Deferred tax assets (liabilities): Employee accruals $ 134 $ 16 Cash to accrual - Accrued workers’ compensation and other 8 18 State deduction 41 Sec. 163(j) interest limitation 44 - Federal and State net operating loss carry forwards 152 94 Other 1 - Deferred tax liabilities: Intangibles 14 - Fixed assets 22 (9 ) Deferred income taxes, net 375 160 Valuation allowance (375 ) (160 ) Deferred tax assets (liabilities) $ - $ - The income tax provision, reconciled to the tax computed at the statutory federal rate, is as follows: SCHEDULE OF INCOME TAX PROVISION, RECONCILED TO TAX COMPUTED AT STATUTORY FEDERAL RATE December 31, 2022 2021 Tax expense at federal statutory rate $ (119 ) 21 % $ 1,874 21 % State income taxes, net 6 - 1 % 165 1.8 % Permanent Differences Forgiveness of PPP Loan - Federal - - % (1,095 ) -12.3 % Effect of deferred rate change 14 -2.5 % Historical Adjustments (45 ) 7.8 % Valuation allowance 215 -37.8 % (13 ) -.2 % Other, net -99 -17.4 % 53 .2 % Income tax expense $ 170 - 29.9 % $ 984 11.03 % RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 9 - DEBT Convertible Debt Tax Liabilities When MMG was initially acquired by Vivos Holdings, LLC in December 2016, the Company’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 $ 215 860 300 1 284 5 232 Factoring Facility Triumph Business Capital and Gulf Coast Bank and Trust On November 4, 2016, the Company entered into a factoring and security agreement with Triumph Business Capital (“TBC”), which was amended in January 2020. The current agreement has an advance rate of 15 basis points, and the interest rate is prime plus 2 On August 24, 2022, we were notified by TBC that our factoring arrangement had been sold to Gulf Coast Bank and Trust (“Gulf”), as TBC had decided to sell its non-transportation portfolio. The transition took place between August 26 th th 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 December 31, 2022, the required amount was 10 Accounts receivables were sold with full recourse. Proceeds from the sale of receivables were $ 13,972 6,436 2,619 946 The Factoring Facility is 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 years ended December 31, 2022 and 2021 totaled $ 169 71 RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES There are a number of debts and confessions of judgement (“COJ”) related to the Vivos Group that included Maslow as a co-signer or guarantor at some stage in the Vivos Group debt process from November 2016 through October 29, 2019, when Vivos Holdings LLC owned Maslow. All known debts disclosed to Maslow management and Reliability prior to the merger were addressed by various safeguards such as the Liquidation Agreement, and the Naveen Doki personal guarantee described in Item 1. However, there were certain non-disclosures by Vivos Holdings, LLC that are included below which are completely covered in Note 12 and Item 3 Legal Proceedings. In December 2019, the Company’s executive management learned that prior to the Merger, in January 2018, one of the Company’s related parties, 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. This obligation had not been included in Maslow’s consolidated financial statements and was not separately disclosed prior to the Merger. On March 3, 2022, Maslow received a notice of default, acceleration, and demand for payment in full from FVCBank due to incurable events of default on behalf of Borrower VREH. Per the default notice, “As of March 2, 2022, the total indebtedness due and owing under the Loan (the ‘‘Debt’’) is $ 1,743 1,703 7 20 12 16 On July 12, 2022, MMG was advised that a foreclosure sale of the 22 Baltimore Road property was scheduled to take place on August 4, 2022, at Montgomery County Circuit Court in Rockville, Maryland. It was subsequently cancelled after VREH filed for bankruptcy on August 2, 2022. On August 2, 2022, VREH filed for Chapter 11 bankruptcy in the District Court of Maryland. Maslow has filed a Motion to Vacate Confessed Judgment entered against it by FVC Bank in the Circuit Court for Fairfax County. On November 17, 2022, FVC Bank and VREH entered into a Stipulation and Consent Order through the bankruptcy court that provides VREH to pay back taxes and interest, hire a new property manager and make repairs to the building, and work on a plan to refinance or sell the building. This automatic stay to the bankruptcy proceeding provides VREH until April 15 th In September 2022, MMG learned that Vivos IT, LLC filed a lawsuit against Second Wind Consultants (“SWC”) in May 2019 included MMG as a plaintiff. The lawsuit included claims of fraud in inducement and unjust enrichment against SWC. The five parties suing SWC, included Vivos LLC, The Maslow Media Group, Suresh Venkat Doki, Naveen Doki and Silvija Valleru. The lawsuit related to a debt restructuring services agreement secured by Suresh Doki, Naveen Doki and Silvija Valleru to assist the following then owned Vivos entities: Maslow Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc. and US IT Solutions, Inc. SWC countersued all plaintiffs on September 30th, 2019, seeking to collect the balance of $ 402,500 RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) At the present time, the Company is uncertain as to whether any of the above items will have a material impact on their consolidated financial statements. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 11 - EQUITY The Company’s authorized capital stock consists of 300,000,000 no |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 - RELATED PARTY TRANSACTIONS Stock Purchase Agreement On November 9, 2016, Vivos Holdings LLC, the former owner of MMG, acquired 100 1,750 1,400 350 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 2,537 Notes Receivable The Company has notes receivable from Vivos Holdings, LLC and VREH, a member of Vivos Group, both related party affiliates due to their ownership percentage in the Company. Per Code of Virginia the legal rate of interest shall be implied when there is an obligation to pay interest and no express contract to pay interest at a specified rate. However, it was determined in 2021 that the two notes had clauses capping the default interest at 4.5 5.5 In connection with the Vivos/MMG Purchase Agreement, on November 15, 2016, MMG executed a promissory note receivable with Vivos Holdings LLC in the amount of $ 1,400 September 20, 2023 3,585 168 On November 15, 2017, MMG executed an intercompany promissory note receivable with VREH in the amount of $ 772 781 859 46 On June 12, 2019, MMG entered into a Personal Guaranty agreement with Dr. Doki, pursuant to which Dr. Naveen Doki personally guaranteed to MMG repayment of $ 3,000 5 Over the period between November 2016 and December 31, 2022, the Vivos Group borrowed an additional $ 2,537 3,585 RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) On September 5, 2019, MMG entered into a Secured Promissory Note agreement with Vivos, pursuant to which MMG issued a secured promissory note to the Vivos Group in the principal amount of $ 750 2.5 10 November 1, 2026 30,000,000 5 810 20 Debt Settlement Agreements On July 21, 2022, Maslow settled the obligation which Vivos Holdings, LLC had obligated Maslow to in July 2018, with Libertas Funding, LLC and Kinetic for $ 475 475 On March 6, 2022, Maslow received a notice of default, acceleration, and demand for payment-in-full from FVCBank due to incurable events of default on behalf of Borrower Vivos Real Estate Holdings LLC. (See Note 10). 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 206,606,528 51,652,908 68.9 17.2 On June 27, 2019, prior to the Merger, MMG entered into a Securities Purchase Agreement with Hawkeye Enterprises, Inc., a company owned and controlled by Mark Speck (“Mr. Speck”), an officer and then director of Maslow. Pursuant to this agreement, MMG issued to Hawkeye Enterprises 16,323 81,616 50 50 12 56 On July 31, 2019, prior to the Merger, MMG entered into a Securities Purchase Agreement with Mr. Speck, the Company issued to this individual a Warrant for 81,616 50 50 12 56 On July 31, 2019, prior to the Merger, MMG entered into a Securities Purchase Agreement with Nick Tsahalis, an executive officer and director of MMG. Pursuant to this agreement, the Company issued to this individual 32,646 16,323 100 100 12 112 RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) 75 83 The term “warrant” herein refers to warrants issued by MMG and assumed by the Company 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 $ 5,000 120 5,000 On September 7, 2022, 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 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 award in arbitration. The parties also signed a Tolling Agreement to toll the statute of limitations following the dismissal of a pending litigation. The arbitration award was announced on August 31, 2022. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 13 - EMPLOYEE BENEFIT PLAN The Company provides a defined contribution plan (the “401(k) Plan”) for the benefit of its eligible full-time employees. The 401(k) Plan allows employees to make contributions subject to applicable statutory limitations. The Company currently does not match employee contributions. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | NOTE 14 - BUSINESS SEGMENTS The Company operates within four Segment operating income includes revenue and cost of services only. Currently, the Company is not allocating sales, general and administrative costs at the segment level. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: SCHEDULE OF RECONCILIATION OF REVENUE AND OPERATING INCOME BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS 2022 2021 December 31, 2022 2021 Revenue: EOR $ 21,894 $ 21,346 Recruiting and Staffing 3,468 3,613 Video and Multimedia Production 264 1,121 Direct Hire 99 166 Total $ 25,725 $ 26,246 R $ 25,725 $ 26,246 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15- SUBSEQUENT EVENTS The Company has evaluated subsequent events after the balance sheet date of December 31, 2022, through March 31, 2023, the date on which the consolidated financial statements were available to be issued. Based upon this evaluation, management has determined that no material subsequent events have occurred that would require recognition in or disclosures in the accompanying consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements reflect the financial position and operating results of Reliability, Inc., including its wholly owned subsidiary, Maslow. All intercompany transactions and balances have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company’s fiscal year is from January 1 st st |
Management Estimates | Management Estimates The consolidated financial statements and related disclosures are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The Company must make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to revenue recognition, allowances for doubtful accounts, recoverability of notes receivable, useful lives for depreciation and amortization, loss contingencies, and the valuation allowances for deferred income taxes. Actual results may be materially different from those estimated. In making its estimates, the Company considers the current economic and legislative environment. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90-days or less to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk For the year ended December 31, 2022, the Company’s top 10 clients generated over 86 58.8 26.3 27.9 47.4 41.1 19.6 14.9 12.9 14.5 22.4 32.9 No other client exceeded 10% of revenues. Financial instruments, which potentially subject the Company to concentrations of credit risk, are primarily cash and accounts receivable. The Company performs continuing credit evaluations of its customers and does not require collateral. The Company has not experienced significant losses related to receivables. |
Accounts Receivable, Contract Assets, and Contract Liabilities (Deferred Revenue) | Accounts Receivable, Contract Assets, and Contract Liabilities (Deferred Revenue) Receivables represent both trade receivables from customers in relation to fees for the Company’s services and unpaid amounts for benefit services provided by third-party vendors, such as healthcare providers for which the company records a receivable for funding until the payment is received from the customer and a corresponding customer obligations liability until the Company disburses the balances to the vendors. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) The Company provides for an allowance for doubtful accounts by specifically identifying accounts with a risk of collectability and providing an estimate of the loss exposure. Management considers all contract receivables as of December 31, 2022 and 2021 to be fully collectible, therefore an allowance for doubtful accounts is not provided for. The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to the Company rights to consideration for services provided that they are conditional on satisfaction of future performance obligations. The Company holds customer deposits of certain customers related to its EOR business to minimize cash flow impact and reduces risks of uncollectible trade receivables. The Company records contract liabilities (deferred revenue) when payments are made or due prior to the related performance obligations being satisfied. The current portion of the Company contract liabilities is included in accrued liabilities in its consolidated balance sheets. The Company does not have any material contract assets or long-term contract liabilities. As of December 31, 2022 and 2021, the Company’s deferred revenue totaled $ 176 |
Fair Value Measurements | Fair Value Measurements The Company measures fair value based on the price that the Company would receive upon selling an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Various inputs are used in determining the fair value of assets or liabilities. Inputs are classified into a three-tier hierarchy, summarized as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities; ● Level 2 – Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the assets or liabilities; ● Level 3 – Significant unobservable inputs for the assets or liabilities. 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, 2022 and 2021 for cash and cash equivalents, trade receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and factoring liability 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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated using primarily the straight-line method over the following estimated useful lives: furniture, fixtures, and computer equipment — three to seven years; leasehold improvements — over the shorter of the estimated useful life of asset or the lease term 32 72 RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets, primarily fixed assets, intangible assets and goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. The Company recorded an impairment loss in the amount of $ 688 |
Intangible Assets | Intangible Assets The Company held intangible assets with finite lives. Intangible assets with finite useful lives were 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. For the year ended December 31, 2021, amortization expense was $ 34 Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs were used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. The Company evaluated the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets and goodwill to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company determined that there was impairment needed for these assets during the year ended December 31, 2021, and thus impaired $ 170 |
Goodwill | Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Based on annual testing, the Company has determined that there was goodwill impairment during the year ended December 31, 2021. Thus, the Company recorded a goodwill impairment adjustment of $ 518 |
Revenue Recognition | Revenue Recognition 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 derives its revenues from three segments: EOR, Recruiting and Staffing, and Video and Multimedia Production. The Company provides temporary staffing and Direct Hire services. Revenues are recognized when promised services are delivered to the client, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of operations represent services rendered to clients, less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of revenue. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) Temporary staffing revenues - Field talent revenues from contracts with clients are recognized in the amount to which the Company has a right to invoice when the services are rendered by the Company’s field talent. Direct Hire staffing revenues - Direct Hire staffing revenues are recognized when employment candidates start their permanent employment. The Company estimates the effect of Direct Hire candidates who do not remain with its client through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to clients are generally calculated as a percentage of the new worker’s annual compensation. No fees for Direct Hire services are charged to employment candidates. Refer to Note 14 for disaggregated revenues by segment. Payment terms in our contracts vary by the type and location of our client partner and the services offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of December 31, 2022. There were no revenues recognized during years ended December 31, 2022 and 2021 related to performance obligations satisfied or partially satisfied in previous periods. There are no no |
Advertising | Advertising The Company recognizes marketing and promotion expense in selling, general and administrative expenses as the services are incurred. The total marketing and promotion expense for the years ended December 31, 2022 and 2021 was $ 25 23 |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. |
Income Taxes | Income Taxes The Company accounts for income taxes utilizing the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carry forwards, using enacted tax rates and laws that are expected to be in effect when the differences reverse. A valuation allowance is recorded against deferred tax assets in these cases when management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results. RELIABILITY INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands) The Company recognizes any uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company’s tax years are subject to examination for 2019 and forward for U.S. Federal tax purposes and for 2018 and forward for state tax purposes. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment The Company does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on its present or future consolidated financial statements. |
TRADE RECEIVABLES (Tables)
TRADE RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
SUMMARY OF CONTRACT RECEIVABLES | Contract receivables consist of the following as of December 31: SUMMARY OF CONTRACT RECEIVABLES 2022 2021 Billed receivables $ 3,131 $ 4,646 Unbilled receivables 587 813 Accounts receivable, factored 2,619 946 Total $ 6,337 $ 6,405 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment as of December 31, 2022 and 2021 consists of the following: SUMMARY OF PROPERTY, PLANT AND EQUIPMENT 2022 2021 Office equipment 54 51 Computer software 110 110 Operating lease asset - - Property, plant and equipment, gross 164 161 Accumulated depreciation (138 ) (112 ) Property, plant and equipment, net $ 26 $ 49 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SUMMARY OF ACCRUED EXPENSES | Accrued expenses consist of the following as follows: SUMMARY OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 Accrued vendor costs $ 199 182 Financed insurance payable 124 176 Other 16 46 Accrued expenses $ 339 $ 404 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SUMMARY OF INCOME TAX EXPENSE | Income tax expense (benefit) for the years ended December 31, 2022 and 2021 are comprised of the following: SUMMARY OF INCOME TAX EXPENSE 2022 2021 Current federal income tax $ 113 $ 743 Current state income tax 57 241 Deferred income tax (benefit) - Income tax expense (benefit) $ 170 984 |
SUMMARY OF DEFERRED INCOME TAX ASSETS (LIABILITIES) | Significant components of the Company’s deferred income tax assets (liabilities) are as follows at: SUMMARY OF DEFERRED INCOME TAX ASSETS (LIABILITIES) 2022 2021 December 31, 2022 2021 Deferred tax assets (liabilities): Employee accruals $ 134 $ 16 Cash to accrual - Accrued workers’ compensation and other 8 18 State deduction 41 Sec. 163(j) interest limitation 44 - Federal and State net operating loss carry forwards 152 94 Other 1 - Deferred tax liabilities: Intangibles 14 - Fixed assets 22 (9 ) Deferred income taxes, net 375 160 Valuation allowance (375 ) (160 ) Deferred tax assets (liabilities) $ - $ - |
SCHEDULE OF INCOME TAX PROVISION, RECONCILED TO TAX COMPUTED AT STATUTORY FEDERAL RATE | The income tax provision, reconciled to the tax computed at the statutory federal rate, is as follows: SCHEDULE OF INCOME TAX PROVISION, RECONCILED TO TAX COMPUTED AT STATUTORY FEDERAL RATE December 31, 2022 2021 Tax expense at federal statutory rate $ (119 ) 21 % $ 1,874 21 % State income taxes, net 6 - 1 % 165 1.8 % Permanent Differences Forgiveness of PPP Loan - Federal - - % (1,095 ) -12.3 % Effect of deferred rate change 14 -2.5 % Historical Adjustments (45 ) 7.8 % Valuation allowance 215 -37.8 % (13 ) -.2 % Other, net -99 -17.4 % 53 .2 % Income tax expense $ 170 - 29.9 % $ 984 11.03 % |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF RECONCILIATION OF REVENUE AND OPERATING INCOME BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS | The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: SCHEDULE OF RECONCILIATION OF REVENUE AND OPERATING INCOME BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS 2022 2021 December 31, 2022 2021 Revenue: EOR $ 21,894 $ 21,346 Recruiting and Staffing 3,468 3,613 Video and Multimedia Production 264 1,121 Direct Hire 99 166 Total $ 25,725 $ 26,246 R $ 25,725 $ 26,246 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Cost of revenue | $ 22,231 | $ 22,980 |
Gross profit | 3,494 | 3,266 |
Permanent Placement [Member] | ||
Product Information [Line Items] | ||
Cost of revenue | 99 | 167 |
Gross profit | $ 89 | $ 164 |
Employer of Record [Member] | Employer [Member] | Revenue from Rights Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Product Information [Line Items] | ||
Percentage of revenue | 85.10% |
MANAGEMENT_S PLAN (Details Narr
MANAGEMENT’S PLAN (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 19, 2023 | |
Subsequent Event [Line Items] | ||||
Operating losses | $ 906,000 | $ 301,000 | ||
Notes receivable related parties current | 5,251,000 | 4,985,000 | ||
Awards for fraud | 4,327,000 | |||
Contract damages | $ 402,500 | 1,000,000 | ||
Retention credit receivable | 1,219,000 | $ 2,494,000 | ||
Federal and state tax payments | $ 500,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Extended borrowing percentage | 93% | |||
Maximum borrowing capacity | $ 2,141,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Deferred revenue | $ 176,000 | $ 176,000 | $ 176,000 |
Depreciation | 32,000 | 72,000 | |
Goodwill and intangible asset impairment | 688,000 | ||
Amortization of intangible assets | 34,000 | ||
Impairment of intangible assets, net excluding goodwill | 170,000 | 170,000 | |
Goodwill impairment | 518,000 | 518,000 | |
Capitalized contract cost | $ 0 | 0 | 0 |
Contract impairments | 0 | 0 | |
Advertising expense | $ 25,000 | $ 23,000 | |
Income tax likelihood percentage, description | less than a 50% likelihood of being sustained. | ||
Income tax examination, description | The Company’s tax years are subject to examination for 2019 and forward for U.S. Federal tax purposes and for 2018 and forward for state tax purposes. | ||
Leasehold Improvements [Member] | |||
Product Information [Line Items] | |||
Property and equipment estimated useful lives | over the shorter of the estimated useful life of asset or the lease term | ||
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Clients [Member] | |||
Product Information [Line Items] | |||
Concentration of credit risk percentage | 86% | ||
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Client C And D [Member] | |||
Product Information [Line Items] | |||
Concentration of credit risk percentage | 58.80% | ||
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Client A [Member] | |||
Product Information [Line Items] | |||
Concentration of credit risk percentage | 26.30% | 27.90% | |
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Client D [Member] | |||
Product Information [Line Items] | |||
Concentration of credit risk percentage | 12.90% | 14.50% | |
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Other Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, benchmark description | No other client exceeded 10% of revenues. | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Client AA [Member] | |||
Product Information [Line Items] | |||
Concentration of credit risk percentage | 47.40% | 41.10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Client C [Member] | |||
Product Information [Line Items] | |||
Concentration of credit risk percentage | 19.60% | 14.90% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Client D [Member] | |||
Product Information [Line Items] | |||
Concentration of credit risk percentage | 22.40% | 32.90% |
SUMMARY OF CONTRACT RECEIVABLES
SUMMARY OF CONTRACT RECEIVABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Billed receivables | $ 3,131 | $ 4,646 |
Unbilled receivables | 587 | 813 |
Accounts receivable, factored | 2,619 | 946 |
Total | $ 6,337 | $ 6,405 |
SUMMARY OF PROPERTY, PLANT AND
SUMMARY OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 164 | $ 161 |
Accumulated depreciation | (138) | (112) |
Property, plant and equipment, net | 26 | 49 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 54 | 51 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 110 | 110 |
Operating Lease Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 518 | |||
Intangible assets | $ 240 | |||
Goodwill, impairment loss | $ 518 | $ 518 | ||
Impairment of intangible assets | $ 170 | $ 170 |
SUMMARY OF ACCRUED EXPENSES (De
SUMMARY OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued vendor costs | $ 199 | $ 182 |
Financed insurance payable | 124 | 176 |
Other | 16 | 46 |
Accrued expenses | $ 339 | $ 404 |
SUMMARY OF INCOME TAX EXPENSE (
SUMMARY OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current federal income tax | $ 113 | $ 743 |
Current state income tax | 57 | 241 |
Deferred income tax (benefit) | ||
Income tax expense (benefit) | $ 170 | $ 984 |
SUMMARY OF DEFERRED INCOME TAX
SUMMARY OF DEFERRED INCOME TAX ASSETS (LIABILITIES) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Employee accruals | $ 134 | $ 16 |
Cash to accrual | ||
Accrued workers’ compensation and other | 8 | 18 |
State deduction | 41 | |
Sec. 163(j) interest limitation | 44 | |
Federal and State net operating loss carry forwards | 152 | 94 |
Other | 1 | |
Intangibles | 14 | |
Fixed assets | 22 | (9) |
Deferred income taxes, net | 375 | 160 |
Valuation allowance | (375) | (160) |
Deferred tax assets (liabilities) |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION, RECONCILED TO TAX COMPUTED AT STATUTORY FEDERAL RATE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax expense at federal statutory rate | $ (119) | $ 1,874 |
Tax expense at federal statutory rate, percentage | 21% | 21% |
State income taxes, net | $ 6 | $ 165 |
State income taxes, net, percentage | 1% | 1.80% |
Forgiveness of PPP Loan - Federal | $ (1,095) | |
Forgiveness of PPP Loan - Federal, percentage | (12.30%) | |
Effect of deferred rate change | $ 14 | |
Effect of deferred rate change, percentage | (2.50%) | |
Historical Adjustments | $ (45) | |
Historical Adjustments, percentage | 7.80% | |
Valuation allowance | $ 215 | $ (13) |
Valuation allowance, percentage | (37.80%) | 0.20% |
Other, net | $ (99) | $ 53 |
Other, net, percentage | (17.40%) | 0.20% |
Income tax expense (benefit) | $ 170 | $ 984 |
Income tax expense, percentage | 29.90% | 11.03% |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Dec. 31, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Payment of final estimated portion | $ 300 | |||
Deferred tax liability, federal | $ 1 | 284 | ||
Deferred tax liability, state | $ 5 | 232 | ||
Reserve interest percentage | 10% | |||
Accounts receivable factored | $ 2,619 | 946 | ||
Finance line fees | 169 | 71 | ||
Accounts Receivable [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from sale of accounts receivable | $ 13,972 | 6,436 | ||
Factoring and Security Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, description of variable rate basis | The current agreement has an advance rate of 15 basis points, and the interest rate is prime plus 2%. The amount of an invoice eligible for sale to is 93%. | |||
Factoring and Security Agreement [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 2% | |||
Vivos group [Member] | ||||
Debt Instrument [Line Items] | ||||
Deferred income tax liabilities | $ 860 | |||
Vivos Holdings, LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Estimated annual impact | $ 215 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 02, 2022 | Sep. 30, 2019 | Dec. 31, 2022 | |
Loss contingency damages sought value | $ 402,500 | $ 1,000,000 | |
Maslow Media Group, Inc [Member] | |||
Loans payable | $ 1,743,000 | ||
Loan unpayable | 1,703,000 | ||
Unpaid interest | 7,000 | ||
Deferred cost current and non current | 20,000 | ||
Debt instrument fee amount | 12,000 | ||
Set off fees | $ 16,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [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 |
Common stock par or stated value, per share | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | 60 Months Ended | ||||||||||||||||
May 08, 2020 | Dec. 02, 2019 | Oct. 29, 2019 | Sep. 05, 2019 | Jul. 31, 2019 | Jun. 27, 2019 | Jun. 12, 2019 | Nov. 15, 2016 | Nov. 09, 2016 | Dec. 31, 2022 | Dec. 31, 2022 | Jul. 21, 2022 | Dec. 31, 2021 | Aug. 04, 2020 | Jul. 31, 2020 | Jun. 26, 2020 | Sep. 18, 2019 | Nov. 15, 2017 | |
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes receivable, related party, current | $ 5,251 | $ 5,251 | $ 4,985 | |||||||||||||||
Reimbursement | $ 83 | |||||||||||||||||
Proceeds from related party debt | $ 5,000 | |||||||||||||||||
Average sale price percentage | 120% | |||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable | $ 56 | $ 112 | $ 56 | |||||||||||||||
Debt instrument, interest rate | 12% | 12% | 12% | |||||||||||||||
Convertible Note Warrants [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Convertible note warrants trigger value | $ 5,000 | 5,000 | ||||||||||||||||
Maslow Media Group, Inc [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Interest | 20 | 20 | ||||||||||||||||
Outstanding balance | 810 | 810 | ||||||||||||||||
Secured Promissory Note Agreement [Member] | Vivos [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Equity method ownership percentage | 5% | |||||||||||||||||
Agreement [Member] | Vivos Holdings, LLC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Settlement obligation | $ 475 | |||||||||||||||||
Securities Purchase Agreement [Member] | Nick Tsahalis [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares issued | 16,323 | |||||||||||||||||
Securities Purchase Agreement [Member] | Nick Tsahalis [Member] | Common Stock [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares issued | 32,646 | |||||||||||||||||
Securities Purchase Agreement [Member] | Mark Speck [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants to purchase common shares | 81,616 | 81,616 | ||||||||||||||||
Debt instrument, periodic payment | $ 50 | |||||||||||||||||
Exchange | 50 | |||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | $ 50 | |||||||||||||||||
Exchange | $ 50 | |||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Nick Tsahalis [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | 100 | |||||||||||||||||
Exchange | $ 100 | |||||||||||||||||
Vivos Holdings, LLC [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes receivable, related party, current | 3,585 | 3,585 | ||||||||||||||||
Vivos Holdings, LLC [Member] | Maslow Media Group, Inc [Member] | Minimum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 4.50% | |||||||||||||||||
Vivos Holdings, LLC [Member] | Maslow Media Group, Inc [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 5.50% | |||||||||||||||||
Vivos Holdings, LLC [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable | 3,585 | 3,585 | ||||||||||||||||
Notes receivable, related parties | $ 1,400 | |||||||||||||||||
Debt instrument, maturity date | Sep. 20, 2023 | |||||||||||||||||
Interest | 168 | 168 | ||||||||||||||||
Outstanding balance | 2,537 | 2,537 | ||||||||||||||||
Vivos Holdings, LLC [Member] | Stock Purchase Agreement [Member] | Maslow Media Group, Inc [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from previous acquisition | $ 1,400 | |||||||||||||||||
Notes payable | $ 350 | |||||||||||||||||
Debt instrument, 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 | |||||||||||||||||
Additional borrowing | 2,537 | |||||||||||||||||
Vivos Holdings, LLC [Member] | Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Outstanding balance | $ 475 | |||||||||||||||||
Vivos Holdings, LLC [Member] | Maslow Media Group, Inc [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Business combination, equity interest percentage | 100% | |||||||||||||||||
Transaction costs | $ 1,750 | |||||||||||||||||
Vivos Real Estate [Member] | Vivos RE Promissory Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable | 859 | 859 | $ 772 | |||||||||||||||
Interest | $ 46 | $ 46 | ||||||||||||||||
Vivos Real Estate [Member] | New Loan [Member] | Vivos RE Promissory Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Notes payable | $ 781 | |||||||||||||||||
Mr. Naveen Doki [Member] | Personal Guaranty Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Repayments of debt | $ 3,000 | |||||||||||||||||
Mr. Naveen Doki [Member] | Maslow Media Group, Inc [Member] | Personal Guaranty Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Business combination, equity interest percentage | 5% | |||||||||||||||||
Vivos [Member] | Maslow Media Group, Inc [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | $ 10 | |||||||||||||||||
Vivos [Member] | Secured Promissory Note Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares issued | 30,000,000 | |||||||||||||||||
Vivos [Member] | Secured Promissory Note Agreement [Member] | Maslow Media Group, Inc [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, interest rate | 2.50% | |||||||||||||||||
Debt instrument, maturity date | Nov. 01, 2026 | |||||||||||||||||
Outstanding balance | $ 750 | |||||||||||||||||
Naveen Doki [Member] | Merger Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares issued | 206,606,528 | |||||||||||||||||
Debt conversion converted instrument rate | 68.90% | |||||||||||||||||
Silvija Valleru [Member] | Merger Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares issued | 51,652,908 | |||||||||||||||||
Debt conversion converted instrument rate | 17.20% | |||||||||||||||||
Hawkeye Enterprises, Inc [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Non refundable deposit | $ 75 | |||||||||||||||||
Hawkeye Enterprises, Inc [Member] | Securities Purchase Agreement [Member] | Maslow Media Group, Inc [Member] | Mark Speck [Member] | Common Stock [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants to purchase common shares | 16,323 |
SCHEDULE OF RECONCILIATION OF R
SCHEDULE OF RECONCILIATION OF REVENUE AND OPERATING INCOME BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Revenue | $ 25,725 | $ 26,246 |
EOR [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 21,894 | 21,346 |
Recruiting And Staffing [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 3,468 | 3,613 |
Video And Multimedia Production [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 264 | 1,121 |
Direct Hire [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 99 | $ 166 |
BUSINESS SEGMENTS (Details Narr
BUSINESS SEGMENTS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 Integer | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |