What changed in this filing

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Item 1A. Risk Factors

2021-03-31 compared with 2020-05-01 · 244 added, 198 removed, 600 unchanged (42% of the section changed)

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in a period of business disruption, reduced customer traffic and reduced operations.

The Company has observed a decline in customer

demand for its services and expects this decline to continue.

Any resulting financial impact cannot be reasonably estimated at

this time but may materially affect our business, financial condition and results of operations.

have maintained our focus on the health and safety of our employees, contractors, customers, and suppliers, working with each

stakeholder on precautions to keep everyone safe from the virus.

We have worked closely with our clients whom we contract staffing

to implement health and safety protocols and develop plans for safely reestablishing or continuing operations during this pandemic.

demand for staffing services has been and will be significantly affected by general economic conditions.

Uncertainties related

to the duration of the COVID-19 pandemic have had and are expected to have an adverse impact on the staffing industry and the

Company’s ability to forecast its financial performance.

As such, any resulting financial impact cannot be reasonably estimated

at this time but may materially affect our business, financial condition and results of operations.

The extent to which the coronavirus

impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information

which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among

The economic impact of the COVID-19 pandemic will be global and will impact our clients.

As a result, our clients may

be unable to make required payments, and due to delays experienced by civil courts throughout the country, enforcing such agreements

may be significantly delayed.

Client defaults on payment obligations could have a material adverse impact on our business, finances

and prospects.

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.

which may emerge concerning the severity of the coronavirus, rollout of vaccines, and federal, state and local government and

client actions to contain the coronavirus or treat its impact, among others.

Our executive management team continues to track

COVID-19 news and developments, including the deployment of vaccines.

RELATED TO OUR COMPANY

related shareholders control greater than 86% of the outstanding shares of Common Stock and currently control all voting matters

brought before our shareholders.

(7) related shareholders control more than 86% of the outstanding shares of Common Stock (the “Majority Shareholders”).

The Majority Shareholders act together and are represented by the same individual.

The Majority Shareholders will likely continue

Disputes between Reliability and the Vivos

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

Approximately 84.4% of common stock is owned by two (2) groups of related

parties (“Vivos Group”);

Directly Owned

of Common Stock

202,634,728 (1)

Silvija Valleru

50,667,482 (2)

Shirisha Janumpally

202,634,728 (3)

Kalyan Pathuri

50,657,482 (4)

1) 10,138,882

shares held by Mr.

(ii) 20,661,816 shares held by Federal Systems, a company owned

and controlled by Mrs.

Janumpally, which Mr.

Doki may be deemed to indirectly beneficially

own as the husband of Mrs.

(iii) 161,503,122 shares held by Judos Trust,

a trust in which Mrs.

Janumpally is the sole trustee and beneficiary, and of which Mr.

Doki may be deemed to indirectly beneficially own as the husband of Mrs.

and (iv) 10,330,908 shares held directly by Mrs.

Janumpally which Mr.

Doki may be deemed

to indirectly beneficially own as the husband of Mrs.

2) Represents

(i) 4,972,644 shares held by Mrs.

and (ii) 40,520,200 shares held by Igly Trust

of which Mrs.

Valleru may be deemed to indirectly beneficially own as the wife of Kalyan

Pathuri, who is the sole trustee and beneficiary of the Igly Trust;

and (iii) 5,164,638

shares held by Mr.

Pathuri, which Mrs.

Valleru may be deemed to indirectly beneficially

own as the wife of Mr.

3) Represents

(i) 10,330,908 shares that Mrs.

Janumpally may be deemed to indirectly beneficially own

as the wife of Mr.

(ii) 20,661,816 shares held by Federal Systems, a company owned

and controlled by Mrs.

(iii) 161,503,122 shares held by Judos Trust, a trust

in which Mrs.

Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908

Janumpally owns directly.

4) Represents

(i) 5,164,638 shares held by Mr.

(ii) 40,520,200 shares held by Igly Trust of

Pathuri is the sole trustee and beneficiary;

and (iii) 4,972,644 shares held

Valleru of which Mr.

Pathuri may be deemed to indirectly beneficially own as

the husband of Mrs.

On June 5, 2020, Reliability commenced an

arbitration seeking to address purported merger violations before the American Arbitration Association (“AAA”)

in New York, New York, as permitted by the Merger Agreement against Mr.

Janumpally (individually and

in her capacity as trustee of Judos Trust);

Pathuri (individually in his capacity as trustee of Igly Trust) and Federal Systems

(the “Respondents”).as The Respondents filed a counterclaim, but changed their mind, refused to pay the AAA’s

fee, and ultimately refused to participate in the arbitration.

Thereafter, Reliability petitioned the state court in New York

to compel arbitration, but this action was removed to federal court, where it has been pending for several months awaiting

court action.

The Company is seeking damages which if granted will likely be the remedy set forth within the merger agreement

which is primarily the relinquishment in whole or in part shares of Company Common Stock received by the Respondents in connection

with the Merger.

The Vivos Group will likely continue

to control virtually all matters submitted to shareholders for a vote;

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not have voting control over our actions, including the determination of other industries and markets that we may enter and the

entities we acquire, which may be affiliated with the Majority Shareholders.

interests of the Majority Shareholders and their affiliated businesses may not coincide with the interests of other holders of

Company Common Stock.

The Majority Shareholders regularly acquire other businesses and may, from time to time, acquire and hold

interests in businesses that compete directly or indirectly with us.

So long as the Majority Shareholders continue to own more

than a majority of our outstanding common stock, they will continue to be able to strongly influence or effectively control our

decisions, including potential mergers or acquisitions, asset sales and other significant corporate transactions.

interest could arise in the future between us, on the one hand, and the Majority Shareholders, on the other hand, regarding, among

other things, decisions related to our financing, capital expenditures, and growth plans, and the pursuit of potentially competitive

business activities or business opportunities.

concentration of control in the Majority Shareholders limits or severely restricts other shareholders’

ability to influence

corporate matters and we may take actions that some of our shareholders do not view as beneficial, which could reduce the market

price of Company Common Stock.

Company’s business plan contemplates issuing additional shares of Common Stock to raise capital and to use as currency for

our acquisition growth strategy.

Presently the Company does not have any authorized shares that are not issued.

No shares are

expected to become available to the Company until the next meeting of shareholders, upon the approval by the shareholders of the

Company of an amendment to the Company’s Certificate of Formation to increase the number of authorized shares of Common

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

Following the Merger, the Majority Shareholders notified

the Company that they would not approve an amendment to the Company’s Certificate of Formation to increase the number of

authorized, but unissued, shares of Common Stock.

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

The Company will suffer a material adverse effect if the Company continues to have no shares of Common Stock available for issuance.

The Board of Directors will include the amendment to the Company’s Certificate of Formation to increase the number of authorized

shares of Common Stock on the agenda for the next meeting of shareholders, however no assurance can be given that the Majority

Shareholders will approve such amendment.

entities we acquire, which may be affiliated with Vivos.

The various actions taken by the Company against the Vivos Group

are motivated by ensuring that either Vivos no longer controls the vote of the shareholders or, in the alternative, that no

Vivos Group votes or actions can harm the Company or the minority shareholders.

No assurance can be given that the Company

will be successful in these actions, however on December 23, 2020 at a hearing in the Maryland District Court, a

motion by Vivos to compel a shareholder meeting was summarily dismissed.

The judge agreed that permitting Vivos Group to

vote their shares at a meeting of shareholders could materially harm the interests of the Company as a whole, its employees and

minority shareholders.

This judge will be presiding over a full trial on the merits shortly.

While our dispute with Vivos continues,

we will be unable to execute our busines plan.

The Company’s business plan contemplates issuing additional shares of Common

Stock to raise capital and to use as currency for our acquisition growth strategy.

Presently, the Company does not have any authorized

shares that are not issued.

No shares are expected to become available to the Company until this matter is resolved.

will suffer a material adverse effect if the Company continues to have no shares of Common Stock available for issuance.

Party Indebtedness;

to the Merger, some of the Majority Shareholders, directly and through affiliated entities, borrowed amounts from Maslow (the

“Related Party Debt”) with an aggregate outstanding balance (including principal and interest) as of December 31,

2019 of approximately $3.400.

The Related Party Debt is evidenced by several promissory notes and a personal guaranty of Dr.

Prior to the Merger, shareholders of Vivos,

(“Vivos Debtors”) directly and through affiliated entities, borrowed amounts from Maslow (the “Related

Party Debt”) that reached an aggregate outstanding balance (including principal and interest) as of December 31, 2019 of

approximately $4,169.

The Related Party Debt is evidenced by several promissory notes and a personal guaranty of Mr.

Doki, also a Majority Shareholder.

The Related Party Debt is currently in default.

In February 2020, Maslow brought an action

in the District Court of Montgomery County, Maryland, to enforce the promissory notes and guaranty.

Failure of the Company to

recover the Related Party Debt could have a material adverse effect on the Company.

The case is currently pending.

addition, prior to the Merger, some of the Majority Shareholders incurred obligations at a number of other businesses they own

and caused Maslow to become obligated thereon as co-obligor or guarantor, and pledged assets of Maslow to secure certain of these

The Related Party Debt is currently in default and as of December 31, 2020 had a balance of

In February 2020, Maslow brought an action in the District Court of Montgomery County, Maryland, to enforce the promissory

notes and guaranty.

Failure of the Company to recover the Related Party Debt could have a material adverse effect on the Company.

The case is currently pending with a trial date set to begin on October 4, 2021, barring any delays that more likely would be

the result of the COVID-19 pandemic.

addition, prior to the Merger, some of the Vivos Group incurred obligations at a number of other businesses they own and

caused Maslow to become obligated thereon as co-obligor or guarantor, and pledged assets of Maslow to secure certain of these

During the five months prior to the consummation of the Merger, Maslow paid approximately $450 in satisfaction of

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existence of these obligations could significantly affect our liquidity, as well as our ability to obtain loans in the future.

Certain of the Majority Shareholders entered into that certain Agreement for the Contingent Liquidation of the Common Stock of

Maslow Media Group, Inc., dated as of October 28, 2019 (the “Liquidation Agreement”), pursuant to which those Majority

Shareholders parties thereto pledged their shares of Company Common Stock to be sold or granted to the applicable creditors in

satisfaction of the debts owed to the creditors and terminate any guarantees, liens and obligations affecting Maslow.

of the shares subject to the Liquidation Agreement could adversely impact the value of the Common Stock.

In addition, the value

of the shares of Company Common Stock may be insufficient to pay off all outstanding obligations.

The Company may have to resort

to the courts to enforce the terms of the Liquidation Agreement, and the sale of these shares may need to be registered under

applicable securities laws, which would distract management and increase expenses.

Certain members of Vivos Group entered into that certain Agreement for the Contingent Liquidation of the Common Stock of

Maslow Media Group, Inc., dated as of October 28, 2019 (the “Liquidation Agreement”), pursuant to which those Vivos

Group thereto pledged their shares of Company Common Stock to be sold or granted to the applicable creditors in satisfaction

of the debts owed to the creditors and terminate any guarantees, liens and obligations affecting Maslow.

The sale of the shares

subject to the Liquidation Agreement could adversely impact the value of the Common Stock.

In addition, the value of the shares

of Company Common Stock may be insufficient to pay off all outstanding obligations.

The Company may have to resort to the courts

to enforce the terms of the Liquidation Agreement, and the sale of these shares may need to be registered under applicable securities

laws, which would distract management and increase expenses.

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

was previously a wholly owned subsidiary of Vivos Holdings, LLC (“Vivos LLC”).

Vivos LLC and the other Vivos

Entities are owned and controlled by the Majority Shareholders.

Vivos LLC had caused Maslow to be a guarantor or direct

obligor for loans, advances, or other liabilities for the benefit of Vivos LLC related entities other than Maslow.

obligations were often incurred by the Majority Shareholders on behalf of Maslow without the knowledge of Maslow’s senior

There may be additional obligations of other Vivos LLC entities for which Maslow may have liability as a result

of these arrangements that are not known to the management of Maslow.

These liabilities could have a material adverse effect on

the Company and the value of the Common Stock.

Maslow was previously a wholly owned subsidiary

of Vivos Holdings, LLC (“Vivos Holdings”).

Vivos is owned and controlled by the seven parties that we are currently

Vivos Holdings had caused Maslow to be a guarantor or direct obligor for loans, advances, or other liabilities

for the benefit of Vivos related entities other than Maslow.

These obligations were often incurred by Vivos Holdings on

behalf of Maslow without the knowledge of Maslow’s senior management.

There may be additional obligations of other Vivos

Group entities for which Maslow may have liability as a result of these arrangements that are not known to the management

These liabilities could have a material adverse effect on the Company and the value of the Common Stock.

runs periodic lien checks, the latest as late as January 2021 and have not seen any new uncommunicated pre-existing liabilities.

success of our business depends on our ability to attract and retain qualified employees that possess the skills demanded by clients

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

the majority of our revenues currently comes from Employer of Record (“EOR”) services, a large portion of our success

depends on the willingness of clients to outsource their human resources (“HR”) function to a third-party service

Many companies have invested substantial personnel, infrastructure and financial resources in their own internal HR

organizations and therefore may be reluctant to switch to our solution.

Companies may not engage us for other reasons, including

a desire to maintain control over all aspects of their HR activities, a belief that they manage their HR activities more effectively

using their internal administrative organizations, perceptions about the expenses associated with our services, perceptions about

whether our services comply with laws and regulations applicable to them or their businesses, or other considerations that may

not always be evident.

Additional concerns or considerations may also emerge in the future.

the majority of our revenues currently comes from EOR services, a large portion of our success depends on the willingness of clients

to outsource their human resources (“HR”) function to a third-party service provider.

Many companies have invested

substantial personnel, infrastructure and financial resources in their own internal HR organizations and therefore may be reluctant

to switch to our solution.

Companies may not engage us for other reasons, including a desire to maintain control over all aspects

of their HR activities, a belief that they manage their HR activities more effectively using their internal administrative organizations,

perceptions about the expenses associated with our services, perceptions about whether our services comply with laws and regulations

applicable to them or their businesses, or other considerations that may not always be evident.

Additional concerns or considerations

may also emerge in the future.

We must address our potential clients’

concerns and explain the benefits of our approach in order to convince them to change the way that they manage their HR activities,

particularly in parts of the United States where our Company and solution are less well-known.

If we are not successful in addressing

potential clients’

concerns and convincing companies that our solution can fulfill their HR needs, then the market for our

solution may not develop as we anticipate thus our business may not grow.

concerns and explain the benefits of our approach

in order to convince them to change the way that they manage their HR activities, particularly in parts of the United States where

our Company and solution are less well-known.

If we are not successful in addressing potential clients’

concerns and convincing

companies that our solution can fulfill their HR needs, then the market for our solution may not develop as we anticipate thus

our business may not grow.

significant or prolonged economic downturn could result in clients using fewer staffing and executive recruiting services offered

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for approximately 49% and 38% of our total revenues for the years ended December 31, 2020 and 2019, respectively.

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

The loss of, or a substantial reduction in business from, either of these customers would have a significant negative

impact on our business and our operating results.

We may not be successful in finding a client or clients that could replace the

loss of either of these customers, and as such, it could have a negative impact on our revenue and results of operations for a

prolonged period.

AT&T comprised 49% of the accounts receivable balance in both December 31, 2020 and 2019.

Janssen Pharmaceuticals comprised

of 18% and 19% of accounts receivable as of December 31, 2020 and 2019, respectively.

No other client exceeded 10% of revenues.

The loss of, or a substantial reduction in business from, either of these customers would have a significant negative impact on

our business and our operating results.

We may not be successful in finding a client or clients that could replace the loss of

either of these customers, and as such, it could have a negative impact on our revenue and results of operations for a prolonged

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

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and “order to cash”

Although a goal of outsourcing our operations is to reduce the operational costs of our business, it is possible that we will

not realize any benefit from outsourcing such aspects of our business, or even increase our overhead expenses.

A transition may

create risk of errors and omissions or technical disruptions that could negatively impact our clients, and in turn damage our

reputation resulting in a loss of customers of our business.

Although a goal of outsourcing our operations is to reduce the operational costs of our business, it is possible that

we will not realize any benefit from outsourcing such aspects of our business, or even increase our overhead expenses.

may create risk of errors and omissions or technical disruptions that could negatively impact our clients, and in turn damage

our reputation resulting in a loss of customers of our business.

Company is obligated to pay certain fees and expenses .

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to our reputation can arise from many sources, including poor performance or misconduct by the workers we supply and recruit for

our clients, misconduct by our partners, outsourced service providers or other counter-parties, and failure by us to meet minimum

standards of service expected by clients in our industry.

our clients, misconduct by our partners, outsourced service providers or other counterparties, and failure by us to meet

minimum standards of service expected by clients in our industry.

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

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total profits in any one year, and specifically $195 in 2019 and $386 in 2018.

The Company now has the added expense of being a

public company, which will consist of additional expenses of approximately $900 for management compensation, administrative costs,

insurance, consulting, and legal fees for reporting and regulatory compliance.

The Company hopes and expects that as its business

expands, it will enjoy economies of scale resulting in higher operating and net margins and improved cash flows, but there is

no guarantee this will occur.

In 2020, with the Company taking on the added expense

of being a public company, additional expenses of approximately $900 for management compensation, administrative costs, insurance,

consulting, and legal fees for reporting and regulatory compliance, had the most impact on our incurring a net loss of $826.

Company hopes and expects that as its business expands, it will enjoy economies of scale resulting in higher operating and net

margins and improved cash flows, but there is no guarantee this will occur.

Company may suffer from lack of availability of additional funds .

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and support personnel required for our business, as well carry out its acquisition strategy and other business objectives.

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

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

Company relies heavily on its software providers to manage payroll, recruitment, onboarding, benefits administration, scheduling,

year-end reporting, and other related human resources issues.

Currently, we rely on software provided by Paycom and Sage50 to

help manage these operations.

Such software is sufficient for our current operations but will not handle the growing complexity

of our needs as we evolve our operations through mergers and acquisitions of other businesses.

If we cannot successfully implement

a technology solution for managing accounting finance, payroll, benefits, purchase orders, vendor payments, and management of

human resources data, we may not be able to successfully reduce the general and administrative costs of businesses that we acquire,

Currently, we rely on software provided by Paycom to help manage

these operations.

In 2020, we added Intaact finance and accounting suite, SalesForce.Com, and advanced search B2B sales facilitator

all which have made our business more efficient and effective.

However, this segmented technology is not an integrated

ERP and will not handle the growing complexity of our needs as we evolve our operations through mergers and acquisitions of other

This could hamper our ability to successfully reduce the general and administrative costs of businesses that we acquire,

as contemplated by our acquisition strategy, which would ultimately impair our ability to generate a healthy profit.

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

Company is currently party to two factoring and security agreements (collectively, the “Factoring Facilities”).

first was entered into by Maslow on November 4, 2016 and modified in early 2020, with Triumph Business Capital (“Triumph”),

and the second with Wilco Capital Management (“Wilco”, Triumph and Wilco are sometimes referred to herein as a “Factor”

or “Factoring Companies”), acquired as part of IQS.

Pursuant to these Factoring Facilities, the Company sells its

accounts receivable (i.e.

invoices) at a discount so that the Company can meet its immediate cash needs, at which point the value

of those invoices become a debt of the Company that must be paid to the Factoring Companies.

This type of facility is common for

companies in the EOR and staffing industries as a great deal of cash is advanced to make payroll and pay contractors.

use a substantial portion of our cash flow from operations to make debt service payments on these Factoring Facilities, which

reduces the funds available to us for other purposes such as working capital, capital expenditures and acquisitions.

because our largest asset (our accounts receivable) is encumbered pursuant to these Factoring Facilities, our ability to obtain

lines of credit or other financings for other purposes such as growth initiatives and acquisitions is limited.

Additionally, we

are exposed to fluctuations in interest rates because our Factoring Facilities have variable rates of interest tied to the prime

interest rate.

The reduction of cash flow as a result of these Factoring Facilities may put us at a competitive disadvantage and

reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition,

and makes us more vulnerable to general economic downturns and adverse developments in our business.

In January 2020, we renegotiated

our Factoring Facilities, lowering our borrowing costs by approximately 2% (on an APR basis).

Company has a factoring and security agreements (collectively, the “Factoring Facilities”) with Triumph Business Capital

(“Triumph”) who is sometimes referred to herein as a “Factor”

or “Factoring Company”.

to the Factoring Facilities, the Company sells its accounts receivable (i.e., invoices) at a discount so that the Company

can meet its immediate cash needs, at which point the value of those invoices become a debt of the Company that must be paid to

the Factoring Company.

This type of facility is common for companies in the EOR and staffing industries as a great deal of cash

is advanced to make payroll and pay contractors.

We may use a substantial portion of our cash flow from operations to make debt

service payments on these Factoring Facilities, which reduces the funds available to us for other purposes such as working capital,

capital expenditures and acquisitions.

In addition, because our largest asset (our accounts receivable) is encumbered pursuant

to these Factoring Facilities, our ability to obtain lines of credit or other financings for other purposes such as growth initiatives

and acquisitions is limited.

Additionally, we are exposed to fluctuations in interest rates because our Factoring Facilities have

variable rates of interest tied to the prime interest rate.

The reduction of cash flow as a result of these Factoring Facilities

may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in

our industry, including increased competition, and makes us more vulnerable to general economic downturns and adverse developments

in our business.

formal market survey has been conducted .

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staffing needs can change and as a result we could lose staffing or EOR headcount rather quickly.

In late 2019 this was the case

when AT&T announced the cancellation of two (2) live anchor multiple hour DirecTV sports programs, which at this time has

an unknown impact on our business.

A reduction in such needs and resulting loss of clients or placements at clients could result

in a significant decrease in revenue within a short period of time that would be difficult to quickly replace.

In late 2019, this was the case when

AT&T announced the cancellation of two (2) live anchor multiple hour DirecTV sports programs, which had an estimated $4,000

revenue impact on the Company.

A reduction in such needs and resulting loss of clients or placements at clients could result in

a significant decrease in revenue within a short period of time that would be difficult to quickly replace.

to retain or attract new clients.

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Any future write-offs could have a material adverse impact on our operational results

or operating income before interest, taxes, depreciation, and amortization (OIBITDA).

or Operating Income Before Interest, Taxes, Depreciation, and Amortization (“OIBITDA”).

OIBITDA is a non-GAAP metric

we use to better reflect the operating results of the Company.

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

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also materially harm our business

is also likely that the U.S.

Congress will continue to seek to modify, repeal, or otherwise invalidate all, or certain provisions

of, the Affordable Care Act and related health care laws (“Health Care Reform Laws”).

Because of the uncertainty surrounding

this replacement health care reform legislation, we cannot predict with any certainty the likely impact of the repeal of Health

Care Reform Laws or the adoption of any other health care reform legislation on the Company’s financial condition or operating

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.

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.

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clients AT&T and DirecTV (under a single AT&T agreement) and Janssen Pharmaceuticals (which includes workforce partners

Johnson & Johnson) make up 37% and 11% of our go forward revenues, respectively.

In addition, these two customers account

for 50% and 19% of our accounts receivables as of December 31, 2019, respectively.

relies on relationships with several large customers, to generate a large portion of our revenue.

This revenue concentration in

a relatively small number of customers (4 clients make up 61% of revenue) makes us particularly dependent on factors affecting

those companies.

Johnson & Johnson) made up approximately 29% and 11% of our 2020 revenues, respectively.

In addition, these two customers

account for approximately 49% and 18% of our accounts receivables as of December 31, 2020, respectively.

Our business relies on

relationships with several large customers, to generate a large portion of our revenue.

This revenue concentration in a relatively

small number of customers (5 clients make up 65% of revenue) makes us particularly dependent on factors affecting those companies.

RELATED TO OWNERSHIP OF COMMON STOCK

stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors

purchasing shares in this offering .

stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for our shareholders .

market price of Common Stock has been, and is likely to continue to be, volatile for the foreseeable future.

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Moreover, the Company

has outstanding convertible notes and warrants.

The conversion or exercise of the notes and warrants for shares of Company Common

Stock would dilute the common shareholders.

If significant dilution occurs, any investment in Common Stock could significantly

decline in value.

has outstanding warrants.

The conversion or exercise of the warrants for shares of Company Common Stock would dilute the common

shareholders.

If significant dilution occurs, any investment in Common Stock could significantly decline in value.

application of the “penny stock”

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We anticipate that we will retain all our future earnings for use in the development of our business and for general corporate

Any determination to pay dividends in the future will be at the discretion of our Board.

Any determination to pay dividends in the future will be at the discretion of our board of directors.

RELATED TO OUR PREVIOUS STATUS AS A SHELL COMPANY

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otherwise satisfy our public reporting obligations.

Any inaccuracies in our financial statements or other public disclosures (in

particular if resulting in the need to restate previously filed financial statements), or delays in our making required SEC filings,

could have a material adverse effect on the confidence in our financial reporting, our credibility in the marketplace and the

trading price of Common Stock.

Any inaccuracies in our consolidated financial statements or other public

disclosures (in particular if resulting in the need to restate previously filed financial statements), or delays in our making

required SEC filings, could have a material adverse effect on the confidence in our financial reporting, our credibility in the

marketplace and the trading price of Common Stock.

addition, our management team will also have to adapt to other requirements of being a public company.

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disclosure, governance and compliance laws, regulations and standards relating to corporate governance and public disclosure,

including the Sarbanes-Oxley Act of 2002 (SOX) and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

New or changing

laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as

a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which

could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure

and governance practices.

As a result, our efforts to comply with evolving laws, regulations and standards of a public company

are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention

from revenue-generating activities to compliance activities.

including the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

New or changing laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity,

and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies,

which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to

disclosure and governance practices.

As a result, our efforts to comply with evolving laws, regulations and standards of a public

company are likely to continue to result in increased general and administrative expenses and a diversion of management time and

attention from revenue-generating activities to compliance activities.

UNRESOLVED STAFF COMMENTS

Company’s headquarters and operations are in Rockville, Maryland.

As of December 31, 2019, placement activities were conducted

through its Rockville, MD and Plymouth, MN offices.

Both offices are leased.

The Company terminated its lease for the Rockville,

MD property effective April 30, 2020.

Company’s headquarters and operations were moved from Rockville, Maryland to Clarksburg, Maryland effective April 30, 2020

as the Company terminated its lease.

As of December 31, 2020, Clarksburg, Maryland became our sole location, as the Company terminated

its lease for its office in Plymouth, Minnesota effective December 31, 2020.

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 1A. Risk Factors