Reliability (RLBY) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	0-7092
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	22505 Gateway Center Drive
Entity Address, Address Line Two	P.O. Box 71
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, no par value
Trading Symbol	RLBY
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 Common Stock, Shares Outstanding | shares	300,000,000
Entity Listing, Par Value Per Share | $ / shares	$ 0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 140	$ 822
Trade receivables, net of credit losses	4,020	2,993
Other receivables		10
Notes receivable from related parties	5,827	5,501
Prepaid expenses and other current assets	197	442
Total current assets	10,184	9,768
Other intangible assets, net	3	3
Property, plant and equipment, net	58	15
Total assets	10,245	9,786
CURRENT LIABILITIES
Factoring liability	741	174
Accounts payable	566	548
Accrued expenses	389	290
Accrued payroll	755	637
Deferred revenue	197	206
Total current liabilities	2,648	1,855
Total liabilities	2,648	1,855
Commitment and contingencies (note 6)
SHAREHOLDERS’ EQUITY
Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of September 30, 2024 and as of December 31, 2023
Additional paid-in capital	750	750
Retained earnings	6,847	7,181
Total shareholders’ equity	7,597	7,931
Total liabilities and shareholders’ equity	$ 10,245	$ 9,786

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares	Sep. 30, 2024	Dec. 31, 2023
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ / shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue earned
Service revenue	$ 6,230	$ 5,341	$ 17,566	$ 15,992
Cost of revenue
Cost of revenue	5,396	4,569	15,220	13,769
Gross profit	834	772	2,346	2,223
Selling, general, and administrative expenses	958	998	2,891	2,843
Operating loss	(124)	(226)	(545)	(620)
Other income (expense)
Interest income from related parties	146	68	426	200
Interest income	2	7	17	21
Interest expense	(27)	(12)	(62)	(77)
Other income (expense)	(68)	(13)	(297)	(133)
Loss before income tax (expense) benefit	(71)	(176)	(461)	(609)
Income tax (expense) benefit	5		127	(3)
Consolidated net loss	$ (66)	$ (176)	$ (334)	$ (612)
Net loss per share:
Basic	$ 0	$ 0	$ 0	$ 0
Diluted	$ 0	$ 0	$ 0	$ 0
Shares 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

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022		$ 750	$ 7,921	$ 8,671
Balance, shares at Dec. 31, 2022	300,000,000
Net loss			(612)	(612)
Balance at Sep. 30, 2023		750	7,309	8,059
Balance, shares at Sep. 30, 2023	300,000,000
Balance at Dec. 31, 2022		750	7,921	8,671
Balance, shares at Dec. 31, 2022	300,000,000
Net loss				(740)
Balance at Dec. 31, 2023		750	7,181	7,931
Balance, shares at Dec. 31, 2023	300,000,000
Net loss			(334)	(334)
Balance at Sep. 30, 2024		$ 750	$ 6,847	$ 7,597
Balance, shares at Sep. 30, 2024	300,000,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (66)	$ (176)	$ (334)	$ (612)	$ (740)	$ (739)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			15	14
Accrued interest			(326)	(165)
Changes in operating assets and liabilities:
Trade receivables			(1,027)	3,243
Retention credit receivable				1,195
Other receivables			9	14
Prepaid expenses and other current assets			244	72
Accounts payable			18	(284)
Accrued payroll			118	(304)
Accrued expenses			100	(21)
Deferred revenue			(9)
Income taxes payable				(1)
Net cash provided by (used in) operating activities			(1,192)	3,151
Cash flows from Investing activities:
Purchase of fixed assets			(58)	(8)
Net cash used in investing activities			(58)	(8)
Cash flows from financing activities:
Net borrowing/(repayment) of line-of-credit			568	(2,619)
Net cash used in financing activities			568	(2,619)
Net increase (decrease) in cash and cash equivalents			(682)	524
Cash and cash equivalents, beginning of period			822	227	227
Cash and cash equivalents, end of period	$ 140	$ 751	140	751	$ 822	$ 227
Cash paid during the year for:
Interest			62	77
Income taxes				$ 5

NATURE OF OPERATIONS AND BASIS

NATURE OF OPERATIONS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PRESENTATION	NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations Reliability, Inc. is a leading provider of Employer of Record and temporary Media and Information Technology (“IT”) staffing services that operates, along with its wholly owned subsidiary, The Maslow Media Group, Inc (“MMG”), (collectively, “Reliability” or the “Company”), primarily within the United States of America in four industry segments: Employer of Record (“EOR”), Recruiting and Staffing, Direct Hire, and Video and Multimedia Production, which provides script-to-screen services. Our Staffing segment provides skilled field talent on a nationwide basis for Media, IT, and finance and accounting client partner projects. Video Production involves assembling and providing crews for special projects, webcasting, live events, post-production services, and production management. 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. Company Background Linda Maslow founded MMG initially in 1988 and incorporated the firm under the name The Maslow Media Group Inc. in March 1992. On November 9, 2016, Linda Maslow sold the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Dr. Naveen Doki (“Dr. Doki”) and Silvija Valleru (“Ms. Valleru”). In 2019, Vivos Holdings collaborated on a share swap of MMG for other Vivos companies with individuals who included, but were not limited to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. These parties also have common ownership combinations in a number of other entities: Vivos Holdings, LLC. Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC., and Federal Systems, LLC, (collectively referred to herein as “Vivos Group”). As a result of the Merger, on October 29, 2019, MMG became a wholly owned subsidiary of Reliability, and the Vivos Group (Vivos Holdings, LLC, officially) acquired approximately 84 Upon purchasing MMG and thereafter, the Vivos Group began borrowing monies from MMG starting with $ 1,400 3,418 3,000 Additionally, Reliability became aware of debt obligations that included MMG as a borrower or guarantor that the Vivos Group failed to disclose to Reliability. This and the attempted collection of the guarantee and debt from the Vivos Group set off a chain of legal events culminating in an arbitration hearing and award in 2022. We refer below to the disputes between Reliability and the Vivos Group as the “Vivos Matter.” A series of legal actions and hearings took place starting in March of 2020 through September of 2021, culminating in an agreement to settle through arbitration. On August 31, 2022, the arbitrator issued an award (the “Award”) with the Company and MMG prevailing on their claims. The awards included citing fraud damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally, on October 27, 2023. Summarily, MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $ 1,209 1,000 1,000 The May 17, 2023, award also appointed a rehabilitative receiver (the “Receiver”) whose primary function is to collect the contract and fraud damages, including costs, expenses, and fees provided in the awards. With respect to the receivership, the Vivos Group owners or holders of all the shares of common stock of the Company were declared not to be entitled to vote any of those shares at any annual or special meetings of the shareholders of the Company during the period of the receivership. On October 10, 2023, the Arbitrator issued a Supplemental Award appointing the Receiver to assist the Company in collecting the awarded amounts. In the award, the Arbitrator established the powers of the Receiver. RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (amounts in thousands, except per share data) On December 29, 2023, the Circuit Court for Montgomery County, Maryland signed orders entering all three arbitration awards as judgments in Reliability’s case against the Vivos Group. These orders became final on January 29, 2024, when the appeal period expired for the defendants. The judgments are good for 12 years and can be enrolled in other states. Reliability has collectible judgments which the Receiver is now eligible to pursue. Per Maryland law, the enrolling of judgements enables MMG to apply 10 Upon final resolution as to the underlying ownership and rights of certain shareholders, the Company intends to hold an annual meeting of shareholders within a reasonable time thereafter. As of September 30, 2024, the Vivos Debtor balance was $ 5,827 8,036 Basis of presentation The unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions, including its 100 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of financial position and the results of operations for the periods presented, have been reflected herein. The results of operations for the periods presented herein are not necessarily indicative of the results expected for the full year. 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, 2023. Concentration of Credit Risk For the nine months ended September 30, 2024, 26.2 21.2 15.9 63.3 24.6 13.8 8.6 47.0

MANAGEMENT_S PLAN

MANAGEMENT’S PLAN	9 Months Ended
	Sep. 30, 2024
Managements Plan
MANAGEMENT’S PLAN	NOTE 2. MANAGEMENT’S PLAN Although the Company experienced net losses after taxes for the nine months ended September 30, 2024, and, in the years, ended December 31, 2023 and 2022 of $ 334 740 739 ● Cash flow forecast showing sufficient cash and working capital 52 weeks from November 6, 2024; ● The expected reductions in continuing legal fees in 2024 given the Company has collectible judgments that the Receiver is now pursuing; ● An expectation that the notes receivable from related parties will be remunerated in cash and/or stock, and that stock will provide capital market access over the long term; ● Expected progress in sales, new agreements that will begin fulfillment in early 2025, our current pipeline, and current larger clients who indicated increases in media activity for 2024, which in the first nine months of 2024, were realized; and ● The Company has additional availability to use its factoring line to extend borrowing of up to 93 2,617 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 INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (amounts in thousands, except per share data)

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) 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.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
ACCOUNTS RECEIVABLE	NOTE 4. ACCOUNTS RECEIVABLE Accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, December 31, Accounts receivable, unfactored $ 2,620 $ 2,819 Unbilled receivables 659 - Accounts receivable, factored 741 174 Total Accounts Receivable $ 4,020 $ 2,993

DEBT

DEBT	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 5. DEBT Factoring Facility & Insurance Financing The Company is in a factoring and security agreement with Gulf Coast Bank and Trust (“Gulf”), which enables the Company to receive advances on its accounts receivable (i.e. invoices) through Gulf to fund growth and operations. The proceeds of this agreement are most frequently used to pay operating costs of the business, which include employee salaries, vendor payments, and overhead expenses. Our arrangement calls for interest at prime plus 2 Accounts receivables were sold with full recourse. Proceeds from the sale of receivables were $ 4,996 3,297 741 0 174 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (amounts in thousands, except per share data) 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. MMG also enters into short term 10-month loan agreements annually to finance advance payments on crime, EPLI, E&O, and D&O insurances. In 2023-2024, MMG entered into two loans totaling $ 150 15

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. Except as set forth below, we are not aware of any such legal proceedings or claims against the Company. A series of legal actions and hearings took place starting in March of 2020 with the Vivos Group over Merger agreement violations and Vivos Group debt obligations. Arbitration was agreed to in the fall of 2021 by both the Vivos Group and MMG with the proceedings commencing in February 2022. On August 31, 2022, the arbitrator issued the Award with the Company and MMG prevailing on their claims. The awards included citing of fraud damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023. Summarily, MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $ 1,209 1,000 1,000 8,036 The May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses, and fees provided in the awards. On October 10, 2023, the Arbitrator issued a Supplemental Award appointing the Receiver to assist the Company in collecting the awarded amounts. In the award, the Arbitrator established the powers of the Receiver. On December 29, 2023, the Circuit Court for Montgomery County, Maryland signed orders entering all three arbitration awards as judgments in Reliability’s case against the Vivos Group. These orders became final on January 29, 2024, when the appeal period expired for the defendants. The judgments are good for 12 years and can be enrolled in other states. Reliability has collectible judgments which the Receiver is now eligible to pursue. In September 2022, MMG learned that a Vivos IT, LLC lawsuit against Second Wind Consulting (“SWC”), in May 2019 included MMG as a plaintiff. SWC effectually countersued plaintiffs Suresh Doki, Naveen Doki, and Silvija Valleru on September 30, 2019, seeking to collect the balance of $ 403 MMG counsel filed a motion to add four parties to a counterclaim (HCRN, M&M, 360 IT, and US IT). The court approved our motion, and all four parties were added. MMG has since released HCRN from the counterclaim. On July 24, 2024, the court denied SWC’s motion for summary judgement related to their counterclaim. However, Healthcare Resource Network (HCRN) believed this motion violated a previous settlement agreement between Maslow and HCRN, dating back to 2021, which offered broad indemnification language. HCRN provided support to Maslow that it had carved itself out of the SWC agreement as it did not receive any support from SWC. On August 30, 2024, Maslow reimbursed HCRN $ 25 As for the SWC matter, at the present time, the counterclaim parties have reached a mutual understanding with an expectation of dismissal of the matter with minimal contribution from the company which are in the process of executing. RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (amounts in thousands, except per share data)

EQUITY

EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
EQUITY	NOTE 7. EQUITY The Company’s authorized capital stock consists of 300,000,000 no

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8. RELATED PARTY TRANSACTIONS Stock Purchase Agreement On November 9, 2016, Vivos Holdings, LLC, the former owner of MMG, acquired 100 1,750 1,400 2,217 Related Party Notes Receivable The Company has several notes receivable from related parties. Prior to the Merger, Vivos Holdings collaborated on a share swap of MMG for other Vivos companies with individuals who included, but were not limited to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. These parties also have common ownership combinations in a number of other entities: Vivos Holdings, LLC. Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC., and Federal Systems, LLC, which are collectively referred to as the “Vivos Group.” The table below is a summary of Vivos Group related party notes receivable which, as of September 30, 2024, totals $ 5,827 SCHEDULE OF RELATED PARTY NOTES RECEIVABLE Note Description Acquisition Loan to Vivos, LLC Interco Loan to Vivos Real Estate, LLC Tax Note Total Notes Receivable Origination date November 9, 2016 November 15, 2017 September 15, 2019 Original borrowed amount $ 1,400 $ 772 $ 750 $ - Balance on December 31, 2021 $ 3,383 $ 812 $ 790 $ 4,985 Additional borrowings 34 - - 34 Accrued interest 167 45 20 232 Balance on December 31, 2022 $ 3,584 $ 857 $ 810 $ 5,251 Repayments (19 ) - - (19 ) Accrued interest 200 49 20 269 Balance on December 31, 2023 $ 3,765 $ 906 $ 830 $ 5,501 Accrued interest 292 69 65 426 Repayments (9 ) (91 ) - (100 ) Balance on September 30, 2024 $ 4,048 $ 884 $ 895 $ 5,827 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (amounts in thousands, except per share data) In June 2023, VREH was able to sell the property at 22 Baltimore Road, in Rockville, Maryland, leaving the Company with no liability with respect to the building that MMG was signed as a guarantor without managements knowledge in 2017. The Company was entitled to cash in the amount of $ 91 91 Related Party Relationships On October 29, 2019, prior to the Merger, Naveen Doki and Silvija Valleru became beneficial owners of Company Common Stock, equal to approximately 69 17 At the present time, the Vivos Group shall not be entitled to vote any of their shares in Reliability at any annual or special meetings of the shareholders. A Receiver is empowered to recover the awards by seizing shares of the Company held by Dr. Naveen Doki and his affiliates, the Vivos Group. Once the judgments in favor of Reliability are satisfied, the restrictions on the rights of the Vivos Group shareholders imposed by the Award shall be lifted. In the summer of 2019, prior to the Merger, MMG entered into a Securities Purchase Agreement with several parties including CEO Nick Tsahalis (“Mr. Tsahalis”), CFO Mark Speck (“Mr. Speck”), both officers and then directors of the Company, and Hawkeye Enterprises (“Hawkeye”), a company owned and controlled by Mr. Speck. The convertible promissory notes signed by Mr. Tsahalis and Mr. Speck afforded them both common shares of Reliability based on the initial principal amounts of $ 100 16,323 81,616 81,616 On October 17, 2024, the entire warrant value associated with ten 2019 convertible promissory notes expired. (See also Subsequent Events in Note 10). 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 on first business day following the completion of the Qualified Financing (as defined below) and expiring 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

BUSINESS SEGMENTS

BUSINESS SEGMENTS	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
BUSINESS SEGMENTS	NOTE 9. BUSINESS SEGMENTS The Company operates within four RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (amounts in thousands, except per share data) The following tables provide a reconciliation of revenue by reportable segment to consolidated results for the three and nine months ended September 30, 2024 and 2023, respectively: For the Three Months Ended September 30: SCHEDULE OF RECONCILIATION OF REVENUE BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS 2024 2023 Revenue: EOR $ 5,293 $ 4,467 Recruiting and Staffing 822 710 Direct Hire 28 64 Video and Multimedia Production 87 100 Total $ 6,230 $ 5,341 For the Nine Months Ended September 30: 2024 2023 Revenue: EOR $ 15,108 $ 13,240 Recruiting and Staffing 2,202 2,338 Direct Hire 79 115 Video and Multimedia Production 177 299 Total $ 17,566 $ 15,992

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 14, 2024, the date on which the unaudited condensed 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 unaudited condensed consolidated financial statements, except as follows: Because the Company failed to enter into a transaction or series of related transactions, resulting in aggregate gross proceeds to the Company of at least $ 5,000 On October 30, 2024, Maslow signed an agreement with ADP to defer $ 52 24 2 3 54 24

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Adopted Accounting Pronouncements	Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) 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.

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
SCHEDULE OF ACCOUNTS RECEIVABLE	Accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, December 31, Accounts receivable, unfactored $ 2,620 $ 2,819 Unbilled receivables 659 - Accounts receivable, factored 741 174 Total Accounts Receivable $ 4,020 $ 2,993

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY NOTES RECEIVABLE	The table below is a summary of Vivos Group related party notes receivable which, as of September 30, 2024, totals $ 5,827 SCHEDULE OF RELATED PARTY NOTES RECEIVABLE Note Description Acquisition Loan to Vivos, LLC Interco Loan to Vivos Real Estate, LLC Tax Note Total Notes Receivable Origination date November 9, 2016 November 15, 2017 September 15, 2019 Original borrowed amount $ 1,400 $ 772 $ 750 $ - Balance on December 31, 2021 $ 3,383 $ 812 $ 790 $ 4,985 Additional borrowings 34 - - 34 Accrued interest 167 45 20 232 Balance on December 31, 2022 $ 3,584 $ 857 $ 810 $ 5,251 Repayments (19 ) - - (19 ) Accrued interest 200 49 20 269 Balance on December 31, 2023 $ 3,765 $ 906 $ 830 $ 5,501 Accrued interest 292 69 65 426 Repayments (9 ) (91 ) - (100 ) Balance on September 30, 2024 $ 4,048 $ 884 $ 895 $ 5,827

BUSINESS SEGMENTS (Tables)

BUSINESS SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SCHEDULE OF RECONCILIATION OF REVENUE BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS	The following tables provide a reconciliation of revenue by reportable segment to consolidated results for the three and nine months ended September 30, 2024 and 2023, respectively: For the Three Months Ended September 30: SCHEDULE OF RECONCILIATION OF REVENUE BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS 2024 2023 Revenue: EOR $ 5,293 $ 4,467 Recruiting and Staffing 822 710 Direct Hire 28 64 Video and Multimedia Production 87 100 Total $ 6,230 $ 5,341 For the Nine Months Ended September 30: 2024 2023 Revenue: EOR $ 15,108 $ 13,240 Recruiting and Staffing 2,202 2,338 Direct Hire 79 115 Video and Multimedia Production 177 299 Total $ 17,566 $ 15,992

NATURE OF OPERATIONS AND BASI_2

NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands			9 Months Ended
	Oct. 27, 2023	Nov. 09, 2016	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2019
Product Information [Line Items]
Debtor amount receivable			$ 5,827		$ 5,501
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Product Information [Line Items]
Concentration risk percentage			26.20%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Second Customer [Member]
Product Information [Line Items]
Concentration risk percentage			21.20%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Third Customer [Member]
Product Information [Line Items]
Concentration risk percentage			15.90%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member]
Product Information [Line Items]
Concentration risk percentage			63.30%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Company One [Member]
Product Information [Line Items]
Concentration risk percentage				24.60%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Company Two [Member]
Product Information [Line Items]
Concentration risk percentage				13.80%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Company Three [Member]
Product Information [Line Items]
Concentration risk percentage				8.60%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Companies [Member]
Product Information [Line Items]
Concentration risk percentage				47%
Vivos Holdings, LLC. [Member] | Maslow Media Group, Inc. [Member]
Product Information [Line Items]
Attorneys fees and expenses	$ 1,209
Contract damage amount	1,000
Value to stock to be received	$ 1,000
Vivos Holdings, LLC. [Member] | Maslow Media Group, Inc. [Member] | Stock Purchase Agreement [Member]
Product Information [Line Items]
Borrowing from acquisition		$ 1,400
Notes payable						$ 3,418
Vivos Holdings, LLC. [Member] | Maslow Media Group, Inc. [Member] | Stock Purchase Agreement [Member] | Payment Guarantee [Member]
Product Information [Line Items]
Notes payable						$ 3,000
Vivos Debtor [Member]
Product Information [Line Items]
Interest rate on debtor			10%
Debtor amount receivable			$ 5,827
Litigation awarded value accrued			$ 8,036
Vivos Holdings, LLC. [Member]
Product Information [Line Items]
Ownership percentage			84%
Maslow Media Group, Inc. [Member]
Product Information [Line Items]
Ownership percentage			100%

MANAGEMENT_S PLAN (Details Narr

MANAGEMENT’S PLAN (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 14, 2024
Subsequent Event [Line Items]
Net losses after taxes	$ 66	$ 176	$ 334	$ 612	$ 740	$ 739
Subsequent Event [Member]
Subsequent Event [Line Items]
Extended borrowing percentage							93%
Maximum borrowing capacity							$ 2,617

SCHEDULE OF ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Accounts receivable, unfactored	$ 2,620	$ 2,819
Unbilled receivables	659
Accounts receivable, factored	741	174
Total Accounts Receivable	$ 4,020	$ 2,993

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Proceeds from sale of receivables	$ 4,996	$ 3,297
Outstanding balance under resource contract	$ 741	$ 0	$ 174
Maslow Media Group, Inc. [Member] | Loans Payable [Member]
Short-Term Debt [Line Items]
Loans payable			150
Finance charges			$ 15
Factoring and Security Agreement [Member]
Short-Term Debt [Line Items]
Interest rate	2%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	Aug. 30, 2024	Oct. 27, 2023	Sep. 30, 2019	Sep. 30, 2024
Vivos Holdings, LLC. [Member]
Damages sought value			$ 403
Vivos Debtor [Member]
Litigation awarded value accrued				$ 8,036
Maslow Media Group, Inc. [Member] | Vivos Holdings, LLC. [Member]
Legal fees		$ 1,209
Contract damage amount		1,000
Value to stock to be received		$ 1,000
Healthcare Resource Networ [Member]
Legal fees	$ 25

EQUITY (Details Narrative)

EQUITY (Details Narrative) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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 value	$ 0	$ 0

SCHEDULE OF RELATED PARTY NOTES

SCHEDULE OF RELATED PARTY NOTES RECEIVABLE (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Financing Receivable, after Allowance for Credit Loss, Current	$ 5,827	$ 5,501
Balance , beginning	5,501
Balance , ending	5,827	5,501
Tax Note [Member]
Related Party Transaction [Line Items]
Financing Receivable, after Allowance for Credit Loss, Current	$ 895	830	$ 810
Origination date	September 15, 2019
Original borrwed amount	$ 750
Balance , beginning	830	810	790
Additional borrowings
Accrued interest	65	20	20
Repayments
Balance , ending	895	830	810
Related Party [Member]
Related Party Transaction [Line Items]
Financing Receivable, after Allowance for Credit Loss, Current	5,827	5,501	5,251
Original borrwed amount
Balance , beginning	5,501	5,251	4,985
Additional borrowings			34
Accrued interest	426	269	232
Repayments	(100)	(19)
Balance , ending	5,827	5,501	5,251
Vivos Llc [Member] | Acquisition Loan [Member]
Related Party Transaction [Line Items]
Financing Receivable, after Allowance for Credit Loss, Current	$ 4,048	3,765	3,584
Origination date	November 9, 2016
Original borrwed amount	$ 1,400
Balance , beginning	3,765	3,584	3,383
Additional borrowings			34
Accrued interest	292	200	167
Repayments	(9)	(19)
Balance , ending	4,048	3,765	3,584
Real Estate Llc [Member] | Interco Loan [Member]
Related Party Transaction [Line Items]
Financing Receivable, after Allowance for Credit Loss, Current	$ 884	906	857
Origination date	November 15, 2017
Original borrwed amount	$ 772
Balance , beginning	906	857	812
Additional borrowings
Accrued interest	69	49	45
Repayments	(91)
Balance , ending	$ 884	$ 906	$ 857

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands			1 Months Ended	9 Months Ended	81 Months Ended
	Oct. 29, 2019	Nov. 09, 2016	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2024
Related Party Transaction [Line Items]
Proceeds from warrant exercise				$ 5,000
Average sale price percentage				120%
Convertible Note Warrants [Member]
Related Party Transaction [Line Items]
Convertible note warrants trigger value				$ 5,000	$ 5,000
Debt Settlement Agreement [Member]
Related Party Transaction [Line Items]
Cash			$ 91
Debt repayment			$ 91
Securities Purchase Agreement [Member] | Mark Speck [Member]
Related Party Transaction [Line Items]
Notes, principal amount	$ 100
Securities Purchase Agreement [Member] | Mr. Tsahalis [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Warrants to purchase shares	16,323
Securities Purchase Agreement [Member] | Mr. Speck [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Warrants to purchase shares	81,616
Securities Purchase Agreement [Member] | Mr. Hawkeye [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Warrants to purchase shares	81,616
Vivos Holdings, LLC. [Member] | Maslow Media Group, Inc. [Member] | Stock Purchase Agreement [Member]
Related Party Transaction [Line Items]
Equity interest acquired		100%
Equity interest purchase price		$ 1,750
Settlement paid with proceeds		$ 1,400
Additional borrowings					$ 2,217
Naveen Doki [Member] | Merger Agreement [Member]
Related Party Transaction [Line Items]
Common stock beneficial ownership percentage	69%
Silvija Valleru [Member] | Merger Agreement [Member]
Related Party Transaction [Line Items]
Common stock beneficial ownership percentage	17%

SCHEDULE OF RECONCILIATION OF R

SCHEDULE OF RECONCILIATION OF REVENUE BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue from External Customer [Line Items]
Total	$ 6,230	$ 5,341	$ 17,566	$ 15,992
EOR [Member]
Revenue from External Customer [Line Items]
Total	5,293	4,467	15,108	13,240
Recruiting and Staffing [Member]
Revenue from External Customer [Line Items]
Total	822	710	2,202	2,338
Direct Hire [Member]
Revenue from External Customer [Line Items]
Total	28	64	79	115
Video and Multimedia Production [Member]
Revenue from External Customer [Line Items]
Total	$ 87	$ 100	$ 177	$ 299

BUSINESS SEGMENTS (Details Narr

BUSINESS SEGMENTS (Details Narrative)	9 Months Ended
	Sep. 30, 2024 Segment
Segment Reporting [Abstract]
Number of operating segments	4

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands			9 Months Ended
	Oct. 30, 2024	Oct. 04, 2024	Sep. 30, 2024
Subsequent Event [Line Items]
Proceeds from warrant exercises			$ 5,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from warrant exercises		$ 5,000
Deferred fee	$ 52
Debt term	24 months
Debt interest rate	3%
Debt periodic payment	$ 54
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Deferred fee	$ 2