What changed in this filing

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Item 1. Business

2021-03-31 compared with 2020-05-01 · 254 added, 183 removed, 169 unchanged (72% of the section changed)

Incorporated (the “Company”), headquartered in Rockville, Maryland, through its wholly owned subsidiary, The Maslow

Media Group, Inc.

(“Maslow”), provides workforce solutions to its clients consisting primarily of Employer of Record

(“EOR”) services, recruiting and staffing, and video and multimedia production.

The Company focuses on domestic clients

but provides services to these clients throughout the world.

The Company’s clients are in diverse industries including media,

financial services, banking, medical devices, pharmaceuticals, telecommunications, energy, healthcare, photography and chain restaurants.

was founded in 1988 by Linda Maslow and was incorporated in Virginia in 1992.

Maslow’s initial business consisted of providing

“script to screen”

services in the Washington D.C.

These services consisted principally of identifying

and procuring qualified production crews to television, cable, and multimedia outlets.

Over time, Maslow expanded its product

offerings, adding workforce management solutions, EOR services, and recruiting and staffing services.

In 2016, Linda Maslow sold

the business to Vivos Holdings, LLC.

Vivos Holdings LLC and its affiliates and related parties (other than Maslow) are

referred to herein as “Vivos”

or the “Vivos Entities”.

As a result of the Merger, Vivos acquired approximately

86% of the issued and outstanding shares of Reliability which were distributed by Vivos to seven (7) related parties (the “Majority

Shareholders”).

The Majority Shareholders include Naveen Doki, Silvija Valleru, Shirisha Janumpally (through Judos Trust

and Federal Systems), Kalyan Pathuri (through Igly Trust) and Srinivas Kalidindi.

While the Company is not aware of any voting

agreement or similar arrangement, the Majority Shareholders act in concert on all matters and are represented by a single individual.

References herein to Vivos, the Vivos Entities or the Majority Shareholders refers to these entities as a group unless the context

otherwise requires.

Incorporated (“Reliability”

or the “Company”), headquartered in Clarksburg, Maryland, through its wholly

owned subsidiary, The Maslow Media Group, Inc.

(“Maslow”

or “MMG”), provides workforce solutions to its

clients consisting primarily of Employer of Record (“EOR”) services, recruiting and staffing, and video and multimedia

The Company focuses on domestic clients but provides services to these clients throughout the world.

The Company’s

clients are in diverse industries including media, financial services, banking, medical devices, pharmaceuticals, telecommunications,

energy, healthcare, photography and chain restaurants.

was founded in 1988 by Linda Maslow whose impetuous was recognizing the need for a single resource that could provide qualified

production crews to Washington, D.C.’s television, cable, and multimedia outlets.

Maslow was later incorporated in Virginia

in 1992 and changed its name to our current legal name, The Maslow Media Group, Inc.

Maslow’s initial business consisted

of providing “script to screen”

services which consisted principally of providing production management and services

to television, cable, and multimedia outlets.

Over time, Maslow expanded its product offerings, adding workforce management solutions,

such as EOR services, and recruiting and staffing services.

As Maslow grew, it expanded its geographic footprint by acquiring

clients outside of the Washington D.C.

On November 9, 2016, Linda Maslow sold

the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Naveen Doki (“Mr.

Doki”) and Silvija Valleru

Valleru”).

In 2018, Vivos Holdings and several other

Vivos companies, (“Vivos Group”) engaged an investment banker who approached management of Reliability to discuss a potential

reverse merger transaction.

The reverse merger was consummated on October 29, 2019.

As a result of the Merger, Vivos Holdings

acquired approximately 86% of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings;

two married couples through their direct ownership of shares as well as indirect ownership through entities controlled by them.

Company was incorporated under the laws of the State of Texas in 1953.

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of Reliability.

the Merger, Maslow expanded its geographic footprint by more actively seeking clients outside of the Washington D.C.

and acquiring the business assets of Intelligent Quality Solutions Inc.

(“IQS”) which operates in Plymouth, Minnesota.

the Merger, Maslow expanded its staffing vertical footprint by acquiring the business assets of Intelligent Quality Solutions

(“IQS”), providing IT Staffing solutions in December 2019, which formerly operated in Plymouth, Minnesota.

On or about February

17, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Vivos Holdings,

LLC, Vivos Real Estate Holdings, LLC and Mr.

Doki (collectively “Vivos Debtors”), to enforce Maslow’s rights

under certain promissory notes and a personal guarantee made by the Mr.

On or about May 6, 2020, the Defendants filed a

counterclaim and third-party complaint for Damages, declaratory and injunctive Relief and jury Demand (the “Counterclaim”).

Both cases are proceeding to go to trial scheduled to begin October 4, 2021.

We refer to this dispute as the “Vivos Matter.”

Please see Item 3 under LEGAL PROCEEDINGS for more detail and context.

of March 15, 2021, there were 300,000,000 shares of the Company’s common stock, no par value per share (the “Company

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or “Common Stock”) outstanding.

of February 11, 2020, we had 20 team members (staff employees) at our Rockville, MD corporate and Plymouth, MN branch offices.

During the fiscal year ended 2019, we assigned approximately 1,488 field talent workers and had working, on average throughout

the year, approximately 325.

the fourth quarter of 2019, 893 field talent workers were employed.

As of March 23, 2021, we had 22 team

members (staff employees) at our Clarksburg, MD corporate and remote locations.

During the fiscal year ended 2020, we assigned

approximately 1,067 field talent workers and approximately 129 were working on average throughout the year.

of March 23, 2021, 648 active field talent workers had been employed over the past 6 months.

Approximately

10% of our field talent are represented by a labor union.

We are not aware of any current efforts or plans to organize any of our

other team members or field talent.

We are not aware of any current labor efforts or plans to formalize

organize any of our other team members or field talent.

To date we have not experienced any material labor disruptions.

of the sudden drop in client requirements due to the COVID-19 pandemic, in March 2020 the Company reduced the hours of contracted

employees, furloughed six (6) general and administrative personnel and instituted pay-cuts across the board with executives taking

a larger cut.

Executives, including the Company’s CEO and CFO have had their salaries reduced by fifteen percent.

have observed a significant decline in demand for our services as a result of the government mandated work restrictions, employer

closings, etc.

The continued extension of these or more severe restrictions are likely to have a material adverse impact on our

business, operations and prospects.

Please see “Item 1A.

Risk Factors.”

Because of the sudden drop-in client requirements

due to the COVID-19 pandemic, in March 2020 the Company reduced the hours of contracted employees, reduced corporate salaries, and

furloughed six (6) general and administrative personnel.

However, upon receipt of Payroll Protection Act (“PPP”) funds

totaling $5,215,605 in early May 2020, the Company was able to bring back those employees willing to return, plus commence

hiring in direct proportion to our client resource demands.

The Company also returned those reduced corporate salaries back to normal

levels and paid back the previously suspended amounts.

The Company also lowered a number of sales and recruiting employee

salaries as part of a compensation restructuring, moving more of their compensation to a performance-based commission.

of Record (“EOR”)

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

Sourcing/recruiting

qualified workers;

employment registration;

checks and drug screening;

onboarding/offboarding;

offerings and administration;

compensation claim management;

mandated sick leave tracking;

claim management;

State/County/City mandated employee benefits, such as paid safe and sick leave;

mandated training administration

○ Unemployment

claims administration

site workforce management

EOR solution is different than using a professional employer organization (“PEO”).

In the PEO model the workers are

employees of the PEO’s client.

EOR solution is different than a professional employer organization (“PEO”).

In the PEO model, the workers are employees

of the PEO’s client.

EORs differ from PEOs in that the EOR;

the employer of the customer’s worker;

all liabilities (i.e.

Department of Labor classification, worker’s compensation, etc.) and responsibilities for

its workers provided to customers;

responsible for all compliance with federal and state regulations, including healthcare mandates such as the Affordable Care

all liabilities (i.e., U.S.

Department of Labor classification,

worker’s compensation, etc.) and responsibilities for its workers provided to customers;

responsible for all compliance with federal and state regulations,

including healthcare mandates such as the Affordable Care Act;

maintain a single service agreement with the EOR;

the ability to offer employee benefits to workers that may not be provided on a cost-effective basis by the customer;

the ability to offer employee benefits to workers that may

not be provided on a cost-effective basis by the customer;

all issues arising from employment contracts;

its own benefit plan to its employees, meaning clients could enact a significant savings depending on generosity of their

benefit package to their employees.

its own benefit plan to its employees, meaning clients could

enact a significant savings depending on generosity of their benefit package to their employees.

Recruiting/Staffing

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During that time, Maslow has developed, and we continue to develop, a

large global network of multimedia and video production workers including, for our media clients, camera crews and other technical

large global network of multimedia and video production workers for our media clients, camera crews and other technical

and creative talent.

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focused on information technology (“IT”) related industries and specializing in software testing.

IQS operates out

of our offices in Plymouth, Minnesota.

IQS formerly operated

out of Plymouth, Minnesota.

temporary staffing services consist of on-demand or short-term staffing assignments, contract staffing, and on-site management

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their fixed personnel costs to a variable expense.

staffing services place workers with clients for assignments lasting from three months to an indefinite time period.

our clients several levels of staffing services including providing just the managed service or more involved assignments consisting

of staffing an entire department or providing the workforce for a large project.

staffing services place workers with clients for assignments lasting from three months to an indefinite time period or the placement

of full-time equivalent employees on a contingency fee basis.

We offer our clients several levels of staffing services

including providing just the managed service or more involved assignments consisting of staffing an entire department or providing

the workforce for a large project.

some cases, we place an experienced workforce manager on-site at our client’s place of business.

This manager then has responsibility

for conducting all recruiting, employee screening, interviewing, drug testing, hiring and employee placement for employees at

the client’s place of business.

of conducting all recruiting, employee screening, interviewing, drug testing, hiring and employee placement for employees

at the client’s place of business.

is common in the staffing industry, our engagements to provide temporary services to our client are generally of a non-exclusive,

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Video/Multimedia

continues to be a leading provider of multimedia and video production solution.

Maslow provides script-to-screen production services

for corporate, government and non-profit clients.

Maslow continues to be a provider of multimedia

and video production solutions.

Maslow provides script-to-screen production services for corporate, government and non-profit

use our large, pre-vetted network of worldwide freelancers with high-level technical and creative skills to respond quickly to

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and grips, talent, teleprompter operators, and drone operators.

provides video production services to our clients for the purpose of branding videos, documentaries, Public Service Announcements,

training modules, live events, webcasts, animation, projects, and more.

Our freelance video production teams and clients collaborate

with our in-house, full-time Video Production Managers who bring years of experience to every project, and who work side-by-side

with the team to create the vision and story for the project.

In addition to human assets, Maslow sources the latest technical

broadcast equipment for television, the internet and social media.

Our network includes freelance talent across the globe so we

can provide local talent, resulting in cost savings to our clients.

Maslow provides video production services to our clients for the

purpose of branding videos, documentaries, Public Service Announcements, training modules, live events, webcasts, animation, projects,

Our freelance video production teams and clients collaborate with our in-house, full-time Video Production Managers

who bring years of experience to every project, and who work side-by-side with the team to create the vision and story for the

In addition to human assets, Maslow sources the latest technical broadcast equipment for television, the internet and

social media.

Our network includes freelance talent across the globe to allow us to provide local talent, resulting in cost

savings to our clients.

provides, among others, the following production services;

Pre-Production

conceptualization of final video deliverable;

consultation from scriptwriting to site scouting;

development and management;

and managing of logistics for field and studio teams;

level HD camera crews and field support worldwide including makeup artists, AV support, field producers, and full equipment

production facilities and freelance support including non-linear editors, graphic artists, narrators and actors;

and graphic design development, including whiteboard animation;

transmission services from satellite to streaming;

of fully staffed client studios.

pre-Production conceptualization

of final video deliverable;

project consultation

from scriptwriting to site scouting;

budget development

and management;

booking and managing

of logistics for field and studio teams;

broadcast level

HD camera crews and field support worldwide including makeup artists, AV support, field producers, and full equipment rental;

post-production

facilities and freelance support including non-linear editors, graphic artists, narrators and actors;

animation and graphic

design development, including whiteboard animation;

live transmission

services from satellite to streaming;

management of fully

staffed client studios.

Quality Solutions (“IQS”)

Company operates its IQS assets as an IT staffing division within Maslow.

Maslow, out of its Plymouth, MN facilities, provides

quality assurance (“QA”) analysts, testers, developers, business systems analysts and resources to our customers in

a myriad of industries including medical devices, health care, energy technologies, restaurant chains, mobile communications,

and photography.

business is a provider of full service Software Quality Management (“SQM”) solutions, offering a wide range of Quality

Management services, including outsourcing testing with our Offshore Alternative, Smart In Sourcing (“OASIS”) TaaS

(Testing as a Service) model, defining and implementing an automated test solutions leveraging our proprietary automation framework,

and providing seasoned Quality Assurance professionals.

have significant experience with SQM, affording our clients sophisticated Independent Verification & Validation (IV&V)

The Company operates its IQS assets as an

IT staffing division within Maslow.

Maslow provides quality assurance (“QA”) analysts, engineers, R&D, testers,

developers, business systems analysts and other resources to our customers in a myriad of industries including those manufacturing

and or providing medical devices, health care, energy technologies, mobile communications, and photography, as well as

restaurant chains.

We have significant experience with Software

Quality Management SQM, affording our clients sophisticated Independent Verification & Validation (“IV&V”)

and QA Consulting Solutions.

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of the applications they deploy and thereby get the best value for their technology investments.

offers testing services across multiple industry verticals.

Our methodology, structured processes and best practice approach ensures

our clients a return on their investment by identifying software/product anomalies and defects early in the lifecycle.

extensive experience and expertise in test planning, test design/development and test execution and with providing our client

tangible results through metric and reports.

Our testing spans across leading enterprise commercial off the shelf (“COTS”)

products, enterprise legacy applications, web-based and client server applications.

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

We provide staff augmentation

and permanent placement from our technical resource pool comprised of top industry professionals.

Our team members are typically

full-time IQS employees that have established themselves as leaders in their chosen field.

We can augment your team with any of

the following skill sets:

Device Engineers (including Quality Engineers, R&D, Manufacturing and Electrical)

Engineer (“QE”) and

is an innovative leader in information technology staffing and staff augmentation.

As a partner, we provide expertise and technology

to help companies achieve their optimal growth and profitability by securing the right talent at the right time.

We also offer integrated

workforce solutions as a managed service to give companies even more valuable resource options.

teams support client projects with dedicated research, sourcing and recruiting specialists.

IQS provides ongoing training for

our managed teams, keeping them abreast of industry trends, practices and technologies.

Clients who have partnered for managed

Human Resource operations and services with IQS have discovered that they lower costs, reduce risk and streamline critical processes.

dedicated recruiting project teams provide:

search/Recruiting

staffing/On-boarding

Administration

Administration (where applicable)

Compensation Claims

Workforce Management

Law Requirements and

Employee Registration.

operates within the workforce management industry.

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employers to reduce costs, manage payroll compliance risks and respond to changing market conditions.

Staffing Industry Analysts 2019 North America Staffing Company Survey, the 2019 trend expected to have the most impact to staffing

businesses include:

An increased role for technology/artificial intelligence (“AI”), expansion of gig work and staffing

convergence with human cloud, increased VMS/MSP use, a continuation of talent shortages, more legislative/regulatory involvement

in staffing, clients doing more in house recruiting, negative economic trends, and increased use of flexible/remote work.

temporary staffing industry is large and highly fragmented with thousands of competing companies.

It is estimated that the 2021

temporary staffing market will be $136.4 billion, which is up from an estimated $119 billion in 2020.

The market hit a high

in 2019 at $151.8 billion.

Staffing companies compete both to recruit and retain a supply of field talent and to attract and retain

clients to use these workers.

Client demand for temporary staffing services is dependent on the overall strength of the labor

market and trends toward greater workforce flexibility.

The temporary staffing industry includes several markets focusing on business

needs that vary widely in duration of assignment and level of technical specialization.

temporary staffing market is subject to volatility based on overall economic conditions.

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staffing industry is experiencing increased demand in relation to total job growth as clients continue to seek a more flexible

temporary staffing industry is large and highly fragmented with thousands of competing companies.

It is estimated that the 2019

temporary staffing market is $152 billion, which is up from an estimated $145 billion in 2018.

Staffing companies compete

both to recruit and retain a supply of field talent and to attract and retain clients to use these workers.

Client demand for

temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility.

The temporary staffing industry includes several markets focusing on business needs that vary widely in duration of assignment

and level of technical specialization.

state has their own set of employment laws and regulations.

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For example, California adopted eleven new employment laws for 2020.

reaction to the COVID-19 pandemic, federal and state legislatures have been attempting to push through legislation, much of which

affects the employee-employer relationship and these new laws may have a material impact on our operations, business, finances

and prospects.

No certainty can be provided as to the nature of these new regulations or their impact.

reaction to the COVID-19 pandemic, federal and state legislatures have proposed and enacted legislation affecting the employee-employer

relationship and these new and proposed laws may have a material impact on our operations, business, finances and prospects.

instance, restrictions have been instituted in several states preventing large number of employees to return to the office.

certainty can be provided as to the nature of these new regulations or their impact.

Individual states continue to change their

pandemic related requirements to relax or remove restrictions on employers, but not assurance can be given as to the effect of

these changes or the potential that they may be reimposed if conditions warrant.

large portion of our business comes from two clients, AT&T Services, Inc.

(inclusive of its DirecTV division) (“AT&T”)

and Janssen Pharmaceuticals (which includes workforce partners Johnson & Johnson).

AT&T and Janssen Pharmaceuticals accounted

for 37% and 11% of the Company’s total revenues for both of 2019 and 2018.

AT&T comprised of 50% and 38% of the accounts

receivable balance as of December 31, 2019 and 2018, respectively.

Janssen Pharmaceuticals comprised of 19% and 21% of accounts

receivable as of December 31, 2019 and 2018, respectively.

No other client exceeded 10% of revenues.

significant customers include Morgan Stanley, Goldman Sachs, Lifetouch, Abbott Labs, Inspire Brands, Kaiser Permanente, Discovery,

WETA, Felix Lighting, Zenith Lighting, and Strayer University.

had developed its expertise in the EOR market principally in the media and information technology industries.

We believe there

is an opportunity to leverage this expertise into other industries.

The client acquisition challenge outside of media consists

principally of educating prospective clients of the merits of the EOR solution over other options, finding the unique opportunities

in each industry or within a corporate client that lend itself for an EOR solution, and competition from other providers of EOR

plan to tap the capital markets to pursue an aggressive, disciplined acquisition growth strategy, both in terms of raising capital

and using our shares as currency to acquire additional businesses.

We believe that the staffing/EOR is fragmented and while there

are several large players in the industry, there are also a significant number of smaller businesses that would make acquisition

These businesses are often limited in geographic scope or are specialized within an industry.

In addition, we are still

emphasizing organic growth including with the hiring of a new Director of Business Development.

Presently, the Company does not

have any authorized shares that are not issued.

No shares are expected to become available to the Company until the next meeting

of shareholders, if an amendment to the Company’s Certificate of Formation to increase the number of authorized shares of

Common Stock or a reverse-split of the outstanding shares of Common Stock, is approved.

Following the Merger, shareholders holding

an over eighty percent of the issued and outstanding shares of Common Stock notified the Company that they would not approve an

amendment to the Company’s Certificate of Formation to increase the number of authorized, but unissued, shares of Common

and Janssen Pharmaceuticals (which includes workforce partners Ortho McNeil and Johnson & Johnson).

AT&T and Janssen Pharmaceuticals

accounted for 28.8% and 10.9% of the Company’s total revenues for 2020.

In 2019 AT&T accounted for 37.5% of the Company’s

business while Janssen accounted for 11.3%.

The combination of revenue from new accounts and a drop in revenue by AT&T by

25% due to COVID-19 stay at home orders resulted in a more egalitarian client mix.

comprised of 48.5% and 50% of the accounts receivable balance as of December 31, 2020 and 2019, respectively.

Janssen Pharmaceuticals

comprised of 18.4% and 19% of accounts receivable as of December 31, 2020 and 2019, respectively.

No other client exceeded 10%

significant customers include Morgan Stanley, Goldman Sachs, Abbott Labs, Kaiser Permanente, Discovery, WETA, Felix Lighting,

Liberty Mutual, US House of Representatives, and Strayer University.

We additionally have a number of fast-growing tech and IT

government contracts which outsource organizations recruiting process to Maslow/IQS.

had developed its expertise in the EOR market principally in the media industry.

We believe there is an opportunity to leverage

this expertise into other industries.

The client acquisition challenge outside of media consists principally of educating prospective

clients of the merits of the EOR solution over other options, finding the unique opportunities in each industry or within a corporate

client that lend itself for an EOR solution, and competition from other providers of EOR services.

The existing pandemic may make

EOR a more desirable solution to companies that are looking for more agile ways of changing the headcount and nature of portions

if not all of their workforce in an expeditious and low risk manner.

If the Vivos Matter (defined and

referenced in Overview section) is resolved, the Company plans to tap the capital markets to pursue an aggressive,

disciplined acquisition growth strategy, both in terms of raising capital and using our shares as currency to acquire additional

We believe that the staffing/EOR segment is fragmented and while there are several large players in the industry,

there are also a significant number of smaller businesses that would make acquisition targets.

These businesses are often limited

in geographic scope or are specialized within an industry.

In addition, we continue to emphasize organic growth specifically

directing resources to Sales with the hiring of an experienced Vice President of Sales in the first quarter of 2021.

Presently, the Company does not have any authorized

shares that are not issued.

No shares are expected to become available to the Company until an amendment to the Company’s

Certificate of Formation to increase the number of authorized shares of Common Stock or a reverse-split of the outstanding shares

of Common Stock is approved.

Such approval may not likely occur until the Vivos Matter is resolved.

Following the Merger,

shareholders holding over 80 percent of the issued and outstanding shares of Common Stock notified the Company that acting

as a group they would not approve an amendment to the Company’s Certificate of Formation to increase the number of authorized,

but unissued, shares of Common Stock.

As a result, the Company has not been able to execute on its business plan.

expect to achieve greater synergies and removal of redundant resources by acquiring EOR and staffing firms in more diverse locations

and serving diversified industries such as health, medical, bio tech, pharmaceuticals, aeronautics, oil and gas, and a myriad

of IT specialties.

We believe that acquisitions would be not only directly accretive, but also provide significant cross-selling

opportunities.

Moreover, we can see immediate returns on these acquisitions as we can quickly consolidate back-office operations

and realize significant savings.

will focus our organic growth on growing our EOR business and leveraging our experience to enter new industries, particularly

those that rely significantly on contractors and freelancers to perform limited time or project based assignments such as IT (i.e.

software developers and testers), marketing, food services (i.e.

cafeteria), and sales activities.

will continue to invest in technology and process improvements, as necessary, to ensure that we are operating at optimal productivity

and performance and will be able to quickly adapt as our operations scale up.

furtherance of our growth plans, in December 2019 Maslow hired a new Director of Business Development to oversee sales and marketing

and organic customer growth.

We also invested in an experienced Vice President of Human Resources, to manage our human resources

through our planned growth.

This individual who has both a corporate and corporate consulting experience from Sprint-Nextel and

Accenture, respectively, will lead our organizational restructure to accommodate the growth while maintain a low overhead of selling,

general and administrative (“SG&A”) expenses and will work closely with our executive team to build a shared service

organization for this purpose.

expect to achieve greater synergies and removal of redundant resources by acquiring EOR and specialized staffing firms in more

diverse locations and serving diversified industries such as healthcare, medical, biotech, pharmaceuticals, aeronautics, green

technologies, oil and gas, and a myriad of IT specialties.

We believe that acquisitions would be not only directly accretive,

but also provide significant cross-selling opportunities.

Moreover, we can see immediate returns on these acquisitions as we can

quickly consolidate back-office operations and realize significant savings.

will focus our organic growth on growing our EOR and staffing business and leveraging our experience to enter new industries,

particularly those that rely significantly on contractors and freelancers to perform limited time or project-based assignments

such as IT (i.e., software developers and testers), marketing, food services (i.e., cafeteria), and sales activities.

As stated above

under “Our Industry”, the trend for staffing expertise in the areas of AI, gig, cloud services, VMS/MSP, plus

the expected need in fields like biotech, and healthcare, are of interest to Maslow.

We will continue to embrace this trend

and look to expand on our capabilities, which in turn we believe will open up new markets for us.

Additionally,

we will continue to invest in technology and process improvements, as necessary and resources allow, to ensure that we

operate at optimal productivity and performance and are able to quickly adapt if operations scale up.

staffing services market is highly fractured and competitive with limited barriers to entry.

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generally based on price and service levels.

While recognizing the need to continue implementation

and awareness in human cloud services as referenced, we believe our competitive advantage is underpinned by human relationships

and interactions, and that online staffing will never replace relationships built on a personal touch.

This plays into

MMG’s strength as our underlying client business relies on these personal relationships such to be successful, leading

us to continue to hire career professionals who are able to parlay the emotional intelligence needed with ever evolving modern

We see this hybrid of technology and client centricity to be our competitive advantage.

staffing industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings.

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our revenues may decrease quickly when the economy begins to weaken.

Other factors include the timing of recurring annual client

events or sporting seasons which last a defined period of time throughout the year.

are subject to regulation by numerous federal, state and local regulatory agencies, including but not limited to the U.S.

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Additional government regulation of the employer-employee relationship

could result in additional clients seeking our services, because we are and employer, increased government regulation of the workplace

or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could also materially

harm our business.

of the sudden drop in client requirements during this pandemic as clients have elected to delay productions for safety, the Company

was forced to reduce the hours of contracted employees, furlough 6 general and administrative personnel and institute pay-cuts

across the board with executives taking a larger cut.

could result in additional clients seeking our services.

Conversely, increased government regulation of the workplace or of the

employer-employee relationship, or judicial or administrative proceedings related to such regulation, could also materially harm

our business.

Because of the sudden drop-in client

requirements during this pandemic as clients have elected to delay productions for safety, the Company was forced to reduce the

hours of contracted employees, furlough 6 general and administrative personnel and institute pay-cuts across the board with executives

taking a larger temporary cut.

file electronically with the SEC, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business