What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-31 compared with 2020-05-01 · 354 added, 307 removed, 264 unchanged (71% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS’

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

INFORMATION AND HOLDERS

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High and Low price is based on last trading day of quarter.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Company paid no cash dividends in 2019 or 2020.

of April 28, 2020, the last reported sales price for Company Common Stock was $ .124 per share.

of April 28, 2020, there were 493 holders of record of Company Common Stock.

of March 16, 2021, the last reported sales price for Company Common Stock was $ .061 per share.

of March 16, 2021, there were 565 holders of record of Company Common Stock.

COMPENSATION PLANS

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2019 set forth below are derived from our audited consolidated financial statements included elsewhere in this Annual Report on

Total outstanding borrowings,

Total other long-term

Balance Sheet Data:

Working capital

Total outstanding borrowings, net

Total other long-term liabilities

Stockholders’

of Operation Data:

Selling, general and

administrative expenses

Operating income

Statement of Operation Data:

Selling, general and administrative expenses

Operating income (loss)

Interest income

Interest Income from related parties

Interest expense

Other expense

Income before income

Income tax expense

Income (loss) before income taxes

Income tax benefit (expense)

Consolidated net income

Non-consolidated interest

in consolidated affiliates

Non-consolidated interest in consolidated affiliates

Net income (loss)

Income (Loss) Per Share:

Net income (loss) per

share –

Net income (loss) per

share - diluted

Weighted average shares outstanding

Net Income (Loss) Per Share:

Net income (loss) per share –

Net income (loss) per share - diluted

Weighted average shares outstanding –

Financial Data:

Weighted average shares outstanding –

Other Financial Data:

We present OIBITDA as a measure that is not in accordance with generally accepted accounting principles (“non-GAAP”),

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than measures under generally accepted accounting principles (“GAAP”) can provide alone.

Our board and management also

use OIBITDA as some of the primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly

and annual basis actual results against such expectations, and as a performance evaluation metric in determining achievement of

certain compensation programs and plans for our management and organization.

Our board and management

also use OIBITDA as some of the primary methods for planning and forecasting overall expected performance and for evaluating on

a quarterly and annual basis actual result against such expectations, and as a performance evaluation metric in determining

achievement of certain compensation programs and plans for our management and organization.

define OIBITDA as operational earnings before interest expense, related party interest, income taxes, depreciation and amortization

expense, loss on early extinguishment of debt and related party debt, transaction fees and costs related to our being a public

Omitting interest, taxes and the other items provides a financial measure that facilitates comparisons of our results

of operations with those of companies having different capital structures.

Since the levels of indebtedness and tax structures

that other companies have are different from ours, we omit these amounts to facilitate investors’

expense, loss on early extinguishment of debt and related party debt, transaction fees and costs related to our corporate overhead

which consist mainly of costs associated with being a public company.

Omitting interest, taxes and the other items provides a

financial measure that facilitates comparisons of our results of operations with those of companies having different capital structures.

Since the levels of indebtedness and tax structures that other companies have are different from ours, we omit these amounts to

facilitate investors’

ability to make like comparisons.

Similarly, we omit depreciation and amortization because many other companies likely employ a greater amount of property and intangible

We also believe that investors, analysts and other interested parties view our ability to generate OIBITDA as an important

measure of our operating performance and that of other companies in our industry.

OIBITDA should not be considered as an alternative

to net income (loss) for the periods indicated as a measure of our performance.

Similarly, we omit depreciation and amortization because many other

companies likely employ a greater amount of property and intangible assets.

We omit corporate or non-operating costs as they are

meant to be allocated against a larger operational base which our business plan outlines.

As we grow our operations organically

and through M&A activities these corporate costs are absorbed more equitably, we will use Earnings Before Interest, Taxes,

Depreciation and Amortization (“EBITDA”) as our means of measuring comparable operational performance to other companies

in our industry.

We also believe that investors, analysts and other interested parties view our ability to generate OIBITDA as

an important measure of our operating performance and that of other companies in our industry.

OIBITDA should not be considered

as an alternative to net income (loss) for the periods indicated as a measure of our performance.

use of OIBITDA has limitations as analytical tools, and you should not consider these performance measures in isolation from,

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expenditures or contractual commitments;

(ii) it does not include costs of being a public company which will increase in 2020

as we will be a public company over 12 months as opposed to 2 months;

it does not reflect changes in, or cash requirements for,

our working capital needs;

(ii) it does not reflect changes in, or cash requirements for, our working capital needs;

(iii) it does not reflect income tax payments we may be required to make;

and (iv) it does not reflect

the cash requirements necessary to service interest or principal payments associated with indebtedness.

and (iv) it does not reflect the cash requirements necessary

to service interest or principal payments associated with indebtedness.

properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere

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All the items included in the reconciliation from

net income to OIBITDA are either (i) corporate costs or (ii) items that management does not consider in assessing our on-going

net income (loss) to OIBITDA are either (i) corporate costs or (ii) items that management does not consider in assessing our on-going

operating performance.

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calculation comparison for the years ended December 31, 2020 and 2019 is as follows:

Operating income (loss)

Depreciation and amortization

general and administrative

Corporate, general and administrative

performance comparison for the years ended December 31, 2020 and 2019 is as follows:

Net income (loss)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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our ability to access the capital markets by pursuing additional debt and equity financing to

fund our business plan and expenses on terms acceptable to the Majority Shareholders or at all;

negative outcome of pending and

future claims and litigation and our ability to comply with our contractual covenants, including in respect of our debt;

loss of clients and possible rejection of our business model and/or sales methods;

weakness in general economic conditions and

levels of capital spending by customers in the industries we serve;

weakness or volatility in the financial and capital markets,

which may result in the postponement or cancellation of our customers’

projects or the inability of our customers to pay our fees;

fund our business plan and expenses;

our continued inability to issue additional shares of equity securities;

negative outcome

of pending and future claims and litigation and our ability to comply with our contractual covenants, including in respect of

potential loss of clients and possible rejection of our business model and/or sales methods;

weakness in general economic

conditions and levels of capital spending by customers in the industries we serve;

weakness or volatility in the financial and

capital markets, which may result in the postponement or cancellation of our customers’

projects or the inability of our

customers to pay our fees;

delays or reductions in U.S.

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credit risks associated with our customers;

competitive market pressures;

availability and cost of qualified labor;

our level of success in attracting, training and retaining qualified management personnel

and other staff employees;

changes in tax laws and other government regulations, including the impact of health care reform laws

and regulations;

the possibility of incurring liability for our business activities, including, but not limited to, the activities

of our temporary employees;

market pressures;

the availability and cost of qualified labor;

our level of success in attracting, training and retaining qualified

management personnel and other staff employees;

changes in tax laws and other government regulations, including the impact of

health care reform laws and regulations;

the possibility of incurring liability for our business activities, including, but not

limited to, the activities of our temporary employees;

our performance on customer contracts;

and government policies, legislation or judicial decisions

adverse to our businesses.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak

only as of the date hereof.

We assume no obligation to update such statements, whether as a result of new information, future

events or otherwise, except as required by law.

We recommend readers to carefully review the entirety of this Annual Report, including

the “Risk Factors”

in Item 1A of this Annual Report and the other reports and documents we file from time to time

with the Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports on Form 10-Q and our reports

and government policies, legislation

or judicial decisions adverse to our businesses.

Readers are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date hereof.

We assume no obligation to update such statements, whether as a result of new information,

future events or otherwise, except as required by law.

We recommend readers to carefully review the entirety of this Annual Report,

including the “Risk Factors”

in Item 1A of this Annual Report and the other reports and documents we file from time

to time with the Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports on Form 10-Q and our

reports on Form 8-K.

following discussion and analysis of our financial condition and results of operations, our expectations regarding the future

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financial information may not be indicative of our future performance.

note that the impact of the COVID-19 pandemic on us and our clients continues to evolve and is expected to adversely impact our

assumptions and projections.

As discussed below, the Company has been adversely impacted in significant ways as a result of the

COVID-19 pandemic.

The continued impact of this pandemic is not knowable at this time.

Rather than attempt to guess as to the

impact of the pandemic, the following management’s discussion and analysis, unless otherwise noted, does not address the

specific impact of the COVID-19 pandemic.

It is expected that the business environment and the economy as a whole will be adversely

impacted by the pandemic.

for Maslow EOR services and field talent is dependent upon general economic conditions and labor trends.

The United States economic

backdrop during 2019 was positive as real gross domestic product (“GDP”) grew an estimated 2.3%, while the unemployment

rate declined from .4% to 3.5% in 2019 (According to the U.S.

Bureau of Labor Statistics).

In the United States, the number of

job openings has exceeded the number of hires since February 2015, creating competition for skilled talent, playing into Maslow’s

strength in having a breadth of media talent.

However, starting the week of March 9, 2020, the US state and federal governments

began urging or requiring residents to stay home and banning large gatherings and restricted travel.

Schools were closed and all

sporting events across the United States were either cancelled or postponed indefinitely.

Many companies mandated that their employees

work from home and discontinued use of many workers who could not perform their type of work from home (e.g.

video, sound, lighting

crew, makeup-artists).

Maslow began seeing the effects the week of March 16, 2020 as its contracted employee and freelance payroll

hours dropped an estimated 32%.

backdrop during the first quarter 2020 was positive until the rise in COVID 19 cases changed the business landscape profoundly.

Before the pandemic, the United States marked a 50-year unemployment low in February 2020, with just 3.5% of Americans

Starting the week of March 9, 2020, numerous U.S.

state and federal governments began urging or requiring residents

to stay home and banning large gatherings and restricted travel.

Schools were closed and all sporting events across the United

States were either cancelled or postponed indefinitely.

Many companies mandated that their employees work from home and discontinued

use of many workers who could not perform their type of work from home (e.g., video, sound, lighting crew, makeup-artists).

Maslow began seeing the effects the week of March 16, 2020 as its contracted employee and freelance payroll hours dropped as much

as 49% during the second quarter.

This was because a large portion of Maslow employees were assigned to field, location, or studio

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to log hours.

We are monitoring the situation;

however, we estimate a drop-in revenue during this “lock-down”

could reach 50% or more.

We are hopeful that these impacts will be temporary and that after the resumption of a normally functioning

economy we will see a significant rebound, however no assurance can be given on when this will happen or what impact it will have

on our business.

Our IT staffing resources can typically work from home and these placements have been steady due, in part, to

the continued activity by our health care industry customers.

situation has exacerbated our cash position as explained more thoroughly below (see Liquidity and Capital Resources).

17, 2020, after several attempts to negotiate a plan with Suresh Venkat Doki and Naveen Doki, Maslow, as plaintiff, filed a complaint

with the Circuit Court of Montgomery County, Maryland against these obligors.

In February 2020, Maslow took out a $250 6-month

term loan from Triumph at 10% APR, in order to meet its cash obligations.

The shortage of cash at this juncture resulted from,

among other things, the Company being unable to finance IQS invoices through Triumph because a lien was discovered to exist on

IQS assets delaying utilization of Maslow’s much more favorable factoring relationship with Triumph.

As for the lien, it

was not disclosed to Maslow by Vivos Holdings Inc., the seller, before or after the transaction closed.

required the Company to employ Wilco, the factor used by IQS entity, which charged approximately 15% more per annum than what

Maslow was paying its Factor, Triumph.

Maslow terminated the relationship with IQS’s Factor, Wilco, in April 2020.

of the sudden drop in client requirements during the COVID-19 pandemic the Company was forced to reduce contracted employees’

hours, furlough 6 general and administrative personnel and institute pay-cuts across the board with executives taking a larger

expect that after the COVID-19 pandemic is under control, our clients will re-engage our employees who were sidelined as a result

of the pandemic.

impact of the outbreak on the entire labor market will depend on many factors, including the duration of the economic disruption,

including continuing reduction of client labor hours.

If the disruption continues longer, then the Company, and its competitors

are likely to layoff even more contracted employees and furlough general and administrative support staff.

Company’s executives and its board of directors have been working together on measures to facilitate the rapid ramp-up of

operations once the governmental restrictions have been lifted and our clients return to their customary levels of demand.

the meantime, we are pursuing any and all U.S., state and local stimulus packages for additional liquidity.

the Company cannot get back to prior revenue levels by early June 2020 and has been unable to raise sufficient capital from government

stimulus loans or private investors and the Related Party Debt is not repaid in a timely manner, there will be a going concern

and pose a significant hardship on the Company’s sustainability.

This is exacerbated by required payments of approximately

$730,000 of principal and interest on the Company’s outstanding notes due in June and July 2020.

Company’s subsidiary The Maslow Media Group, Inc.

(“Maslow”) is currently the only earning center for the business.

After our Merger in October 2019, non-operational expenses (e.g.

public company fees, D&O insurance, investor relations) were

assigned at the corporate level.

Maslow is a national provider of employer of record and recruiting and staffing services, and

in December 2019, we completed the acquisition of the vital commercial assets of Intelligent Quality Solutions (“IQS”),

an IT staffing firm focused on software testing, out of Plymouth, Minnesota.

We provide services to client primarily within the

United States of America.

Not surprisingly the months of April and May 2020 saw the largest drop in comparative 2020 revenue to 2019 at 49%

($3,379 from $6,673).

Second quarter 2020 revenue of $5,197 was 46% off the pace of 2019’s $9,617 comparative.

quarter of 2020, that loss dwindled to approximately 38%, as the Company generated $6,201 in third quarter revenues vs.

in the same period in 2019.

our fourth quarter revenue of $9,003 was only 13.7% less than the fourth quarter in 2019 when it was $10,438.

This was due to

our clients increasing their payrolls as COVID-19 restrictions by state began to wane, and seasonal fall business activities such

elections were held, and the 17-week regular season of the National Football League (“NFL”) season commenced

and proceeded.

are hopeful that the dissemination of vaccines will result in resumption of a normally functioning economy which will continue

to enable our clients to return their payrolls to normal levels that in turn, will continue ours and an overall economic rebound.

However, no assurance can be given on if and when this will happen or what impact it will have on our business.

far as cash is concerned, in 2020 although COVID-19 exacerbated our already precarious cash position as explained more thoroughly

below (see Liquidity and Capital Resources), we received a $250 short term loan from Triumph at 10% annual percentage rate (“APR”),

in February,2020 and then in May 2020, $5,215 in Payroll Protection Plan (PPP) funds which assisted us in weathering the storm,

especially through the lean months from May through August 2020.

By the end of August 2020, we had exhausted our use of PPP funds,

but our working capital remained strong at $5,693.

our larger clients scaled back media related activities in 2020 due to COVID-19, our revenue became more diverse as reliance on

our top 2 clients dropped from 49% in 2019 to 39% in 2020.

Four clients with revenues greater than $500 actually increased revenue

in 2020 by $2,111.

Our working capital

though has assumed repayment of Vivos Holdings debt which as of December 31, 2020 was $5,970.

We had expected repayment

in early 2020 after Vivos Holdings defaulted on two of their notes at the end of December 2019.

a technology perspective, we updated our finance and accounting system from Sage 50 which was a client server version, to Sage

Intaact, a cloud-based application.

We also bolstered our automated sales and marketing capabilities by adding SaaS applications

Salesforce.com and ZoomInfo.

So, although we still do not possess an integrated ERP, we improved our business intelligence, CRM,

Finance and Accounting capabilities.

On February 17, 2020,

after several attempts to negotiate a payment plan with Suresh Venkat Doki (brother of Mr.

Doki) and Mr.

Doki, Maslow,

as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Mr.

Doki and other Vivos Debtors.

In February 2020,

the shortage of cash at this juncture resulted from, among other things, the Company being unable to finance IQS invoices through

Triumph because a lien was discovered to exist on IQS assets delaying utilization of Maslow’s much more favorable factoring

relationship with Triumph.

As for the lien, it was not disclosed to Maslow by Vivos Holdings, the seller, before or after

the transaction closed.

This is when Maslow sought $250 from Triumph and later made a payment to buy its way out of the unfavorable

factoring arrangement and take on other actions to move IQS financing to Triumph.

Company’s executives and its board of directors worked together on managing costs and implementing measures to facilitate

the rapid ramp-up of operations once the governmental restrictions began being lifted in June 2020.

But we did not see our clients

return to better than 60% of their customary levels of demand until September 2020.

and working capital began stabilizing in late September 2020 after the PPP funds had been exhausted for their intended purpose,

payroll only in our case, and we began utilizing our factoring facility again, but not the 93% level we have over the past 2 years.

continued impact of this pandemic cannot be precisely predicted.

We believe that the short to mid-term impacts on how our clients

conduct work will continue to be aligned with our strategic path.

a result, we have continued to move forward with our diversified offerings and future specialization staffing strategy, updating

our already expert operating model and organizing our business to more easily acquire and maintain client accounts.

believe given the changing nature in specialized staffing due to the pandemic that there likes a greater opportunity to expand

our EOR business as it offers businesses of all types and industries, more flexibility in on and off boarding employees as well

as managing 1099 risk.

As far as staffing, media staffing, we believe it will grow but there are also opportunities to get into

staffing specialties which represent areas where we see the most rebound for a robust demand.

We will continue to focus on growing

the contingent staffing side of our business.

Our IT Staffing brand, Intelligent Quality Solutions, will be a primary focus moving

Bringing on new segments whether organically or through M&A reflect our desire to shift our portfolio toward a higher

margin, higher value proposition.

is a national provider of employer of record, recruiting and staffing services, consisting of media and IT resources.

services to client primarily within the United States of America.

services consist of:

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including producers, audio engineers, editors, broadcasters, makeup artists, camera crews, Gaffers and grips, drone operators

Company’s subsidiary, The Maslow Media Group, Inc.

(“Maslow”) is currently the only earning entity for the business.

After our Merger in October 2019, non-operational expenses (e.g., public company fees, D&O insurance, investor relations,

etc.) were assigned at the corporate level.

This enables a more pristine focused view of the operational side of the business

we refer to as Operational Income Before Depreciation, Interest, and Amortization.

OF OPERATIONS

had revenues totaling $38,444 in 2019, which was a 2.1% increase over $37,638 in 2018.

IQS assets which were acquired on December

1, 2019 accounted for $245, thus the existing Maslow business increased $561 which represents a 1.5% improvement over 2018.

late 2018, however, Maslow lost 3 clients which reduced our run rate revenue for 2019 by $1,855.

Thus, revenue growth as measured

against 2018 run rate of $35,783 ($37,638-$1,855) is 7.4%.

The decision to leave Maslow by these three clients was not attributable

had revenues totaling $29,202 in 2020, which was a 24% decrease over $38,444 in 2019.

IQS, our IT Staffing business segment,

which was acquired on December 1, 2019, accounted for $2,571, or 8.8%.

The COVID-19 impact to revenue was undoubtedly profound

but difficult to measure given there is no way to know what level of growth existing clients may have had or revenue potential

of new clients.

Maslow lost $7,611 to accounts with declining revenues => $500, but conversely added $2,111 from new or growing accounts that

had at least $500 more in revenue in 2020 from 2019.

AT&T’s DirecTV cancelled Sirius-XM programming in February 2020

that we believe had a negative impact of $3,400 on revenue.

Overall DirecTV year over year revenue declined by $4,759.

we assume that those clients who had revenues in 2019 and zero in 2020 and include those with steep declines > $500 and 2020

revenues < $10, the total in attrition is approximately $3,874.

This attrition may not be permanent as many clients hire Maslow

for special events.

The decision to leave Maslow or not use Maslow services in 2020 by these three clients was not attributable

to Maslow’s pricing, service, or performance.

overall improvement in revenue can be attributed to increased payrolls and staffing by current customers.

New clients (7) represented

$688 in revenue (1.8%), which is slightly higher than the 1.5% Maslow’s growth rate, Year over Year.

the top 10 clients represented $31,627 which is 82% of 2019 revenues, which was an increase by approximately $895 to 2018’s top

10 at approximately $30,732.

$48 in rebates were issued in December 2019 which was $13 greater than 2018.

the top 10 clients represented $24,242 which is 82% of 2020 revenues, which was a decrease by approximately $7,249 to 2019’s

top 10 at approximately $31,491.

$24 in rebates were issued in December 2020 which was $24 less than a year ago when they were

following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage

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Cost of services

general and administrative expenses

Selling, general and administrative expenses

Operating income (loss)

Interest income

Interest income from related parties

Interest expense

Non-controlling

interest in consolidated affiliates

2019 consolidated statement of income includes 1 month of IQS operations.

Other expense

Income/(loss) before taxes

Income tax benefit (expense)

Non-controlling interest in consolidated affiliates

Net income (loss)

2019 consolidated statement of income includes only 1 month of IQS operations versus 12 months in 2020.

Recruiting and Staffing

Video and Multimedia

Video and Multimedia Production

Total Revenue

of Record (EOR) Revenues :

EOR which represents 89.6% of our revenue saw a marginal decrease in year over year revenue

by 0.35% to $34,452 which can be mostly attributable to the loss of the three key clients in late 2018.

EOR represented 80.7% of our revenue in 2020 as opposed to 89.6% in 2019.

This can be attributed

to this business segment being hit the hardest by COVID-19 as our large corporate clients curtailed non-essential media activities

and AT&T announced the cancellation of two (2) live anchor multiple hour DirecTV sports programs, which we estimate reduced

revenue by $4,000.

Additionally, our IT staffing business which we enjoyed for its first full year, contributed 8% of revenue,

thus also reducing EOR concentration.

and Staffing Revenues :

Staffing revenues increased by $451, or 26%.

The IQS acquisition contributing the vast majority

with approximately $245 in December 2019.

Staffing revenues buoyed by having a full year of IT Staffing capabilities increased revenue by

$2,288, or 104%.

The IT Staffing (IQS) contributing the vast majority, but Media Staffing despite COVID-19 headwinds, managed

to eke out a slight increase in 2020 of $17 over 2019, finishing year with $1,904 in revenue.

our IT Staffing division although contributing $2,571 in revenue and $784 in gross profit (30.5%) in 2020, saw a decline in business

from its 2019 full year levels (including pre-acquisition as it was acquired December 2019) of $3,206 in revenue and $908 in gross

These are declines at levels of $723 or 28% and $131 or 17% in revenue and gross profit, respectively.

The decline in

IQS business was most poignant in Q4 with revenue coming in at $478 compared to $751 in Q4 2019;

a drop of 36.4%.

2020 revenue is compared to Q1 2020, the decline is comparative at 39.5%.

The drop in revenue began in April 2020 due to COVID-19

as the next 6 months saw an approximate decline of 27% compared to same period a year ago.

The decline however was not as steep

as the EOR, Video Production and Media Staffing comparative declines because a few clients had essential business exceptions and

accommodations to keep their IT projects active.

The reason there was no bounce back for this business segment in Q4 was a combination

of losing 7 staffing positions to permanent offers and what we believe is the temporary loss of two clients, Inspire Brands and

Accruent who both began implementing temporary hiring freezes in early 2020.

This resulted in a $745 revenue loss in 2020.

Abbott Labs through vendor management firm Tapfin, had a 57% increase in revenues going from $691 in 2019 to $1,083 in 2020.

and Multimedia Production Revenues :

Video Production revenues increased approximately $413, or 34%.

This was due to increase

in demand and our team’s more aggressive approach in touting our capabilities to existing customers.

Video Production by nature of the freelance work our clients undertake, did see a

decline in revenue by $516 or 31.4%, from $1,641 in 2019 to revenues of $1,125 in 2020.

Gross profit represents revenues from services less cost of services expenses, which consist of payroll, payroll

taxes, benefits, payroll-related insurance, union benefits, field talent costs, and reimbursable costs.

our gross profit increased approximately $206, or 5.3% to $4,069 due primarily to an increase in higher margin revenues, including

the addition of IQS which garnered 25.8% in its first month.

As a percentage of revenue, gross profit has increased to 10.6% from

taxes, benefits, payroll-related insurance, union benefits, field talent and reimbursable costs for out-of-pocket items.

our gross profit declined $595, or 14.6% to $3,474 from $4,069 in 2019;

but the decline was not proportionate and as steep as

our revenue’s decline by 24%.

This was due primarily to an increase in higher margin activities such as IT staffing which

garnered 30.5% as it represented 8.8% of the overall revenue.

This coupled with a reduction in the low margin EOR business at

9.2%and increase in Media Staffing at 22.8% drove an overall margin of 11.9% which was 1.3% higher than 2019’s margin of

General and Administrative Expenses (“SG&A”) :

SG&A expenses increased $1,477, or 49.5%,

to $2,985, $233 of which was related to salary increases;

of which $114 attributable to having Controller position filled for

an entire year, IQS salaries (approximately $23 per pay period ), and our CFO fully allocated.

Additional increases were driven

by business development, increase in business insurance, including D&O insurance, due to the change in status as a public

company, road show travel, and legal costs.

to $4,462, $1,567 of which were related to non-operational corporate costs, with $1,109 of which were public company based and

$446 were for outside legal fees associated with our Vivos Group dispute.

Otherwise, our operational SG&A increase

in 2020 over 2019 was only $63.

SG&A increases were in salary of $381 in 2020 over 2019, which can be attributed to having IQS IT Staffing unit for full year

which added approximately $453 to 2020’s salary demonstrating that when comparing MMG pre IQS salaries from 2020 to 2019,

there was actually a savings of $72.

The savings in salaries was attained despite adding business development personnel.

salaries were trimmed to be in line with reduction in revenue, which included a change in senior management.

For the first

8 months of 2020, SG&A salary, payroll tax and benefits averaged $40 a month, in contrast to the last 5 months of 2020 where

salaries averaged $28, without a loss in productivity.

This staff realignment was implemented to position this division for success

and growth moving forward.

Non-operational

corporate costs for 2020 totaled $1,567, which are not comparable to 2019 as these costs only were classified as such after the

Company went public via the reverse merger in October 2019.

The 2020 cost drivers were salary, payroll tax, and benefits at $738

and D&O insurance totaling $115.

The former consists of our general counsel and allocated executive and senior management

loaded salaries.

and Amortization:

Depreciation and amortization charges remained consistent at $25.

Interest income from related parties decreased from $80 to $68, as a result of consolidation of the related entity.

Other expenses decreased by $35 from $241 to $206 primarily due to Vivos’

discontinuation of a “management

charged in 2018 of $240, offset by public company related expenses such as investment banking and relations fees.

which had the greatest impact.

Interest expense, net increased by $110 from $328 to $438 primarily due to increase in invoicing resulting in

greater receivables being factored, coupled with interest at 12% on a graduated total of $890 in convertible notes.

Income tax expense decreased $26 from $182 to $156 primarily due to due to timing differences and lower income

from prior period.

Depreciation and amortization charges were $79 compared to $25 in 2019, with the increase coming from

capitalized software and IQS brand name and client relationships amortization.

Interest income from related parties increased from $68 to $120, as a result of the Vivos Holdings 2019

tax note accruing interest for a full year.

Other expenses decreased by $205 from $206 to $1 primarily due to elimination of these non- essential, non-operational

costs the Company had incurred in 2019.

Interest expense, decreased by $157 from $438 to $281 as reliance on factoring was minimized as a benefit of

having PPP loan proceeds, managing expenses downward and business picking up in Q4.

Additionally, interest accrual at 12% on $890

in convertible notes began subsiding as notes were repaid from July through September 2020.

Conversely PPP loan interest was carried

at 1% starting in May 2020 through end of the year, and interest of 10% on a $250 loan from Triumph Capital.

Income tax expense improved from $156 in income tax expense to an income tax benefit of $230 due to the net loss

recorded in 2020.

AND CAPITAL RESOURCES

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We have a Factoring Facility with

The Company modified its arrangements with Triumph in January 2020 to improve its terms.

Triumph advances 93% of our

eligible receivables (compared with 90% prior to the modification), at an advance rate of 15 basis points (20 basis points prior

to modification), an interest rate of prime plus 2%, from 2.5% prior to modification, and our prime floor rate reduced from 5%

As a result of the impact of the COVID-19 pandemic, our clients may be more likely to be delinquent in their payments.

primary sources of liquidity are cash generated from operations via borrowings under our Factoring Facility with Triumph and receivables

enabling access to the 7% unfactored portion.

Because certain large clients have changed their payment practices announcing 60

and 90 day terms amounting to a unilateral extension to contractual terms by 30-60 days, we can be adversely impacted since Triumph,

and most other factoring institutions no longer provide credit after an account obligor pays 30 or more days from their contractual

primary use of cash are for payments to field talent, corporate and staff employees, related payroll liabilities, operating expenses,

public company costs, including but not limited to general and professional liability and directors and officers liability insurance

premiums, legal fees, filing fees, auditor and accounting fees, stock transfer services, and board compensation;

followed by cash

factoring and other borrowing interest;

Triumph Business Capital (TBC).

TBC advances 93% of our eligible receivables at an advance rate of 15 basis points, an interest

rate of prime plus 2%., and our prime floor rate at 4%.

As a result of the impact of the COVID-19 pandemic, our clients may be

more likely to be delinquent in their payments.

As of December 31, 2020, 63% of our $6,629 were current, 26% 1 to 30 days past

due, 8% between 31 and 60 days past due and 3% ($202) greater than 60 days.

primary sources of liquidity are cash generated from operations via accounts receivable and borrowings under our Factoring

Facility with Triumph enabling access to the 7% unfactored portion.

Because certain large clients have changed their payment

practices announcing 60- and 90-day terms amounting to a unilateral extension to contractual terms by 30-60 days, we

can be adversely impacted since Triumph no longer provides credit if an account obligor pays more than 120 days after the

invoice date.

primary uses of cash are for payments to field talent, corporate and staff employees, related payroll liabilities, operating expenses,

public company costs, including but not limited to general and professional liability and directors and officer’s liability

insurance premiums, legal fees, filing fees, auditor and accounting fees, stock transfer services, and board compensation;

by cash factoring and other borrowing interest;

and debt payments.

to close of Merger, cash was loaned to entities owned and controlled by the Majority Shareholders, totaling approximately $1,124.

The Company also expended $275 in deferred federal income tax payments in 2019 and is currently paying between $5 and $25 per

month against 2018 taxes to IRS with a plan to complete payment by end of 2020.

are an EOR with the vast majority of contracted talent paid as W-2 employees who are paid known amounts on a consistent schedule;

however, our cash inflows do not typically align with these required payments, resulting in temporary cash challenges.

anticipate approximately $1,000 in additional corporate costs in 2020, when compared with 2019 relating to new corporate structure

in order to satisfy public company compliance and meet growth objectives.

Approximately $595 of these costs are directly related

to public company compliance which include legal, insurance, investor relations, filing, and audit fees.

The Company added a General

Counsel in January 2020 in order to manage legal costs associated with SEC compliance, risk management, and support general business

including contractual review.

The budget for 2020 corporate costs will be approximately $1,400 which includes salaries for Reliability

President, CFO and General Counsel.

June 27, 2020, the Company’s outstanding convertible notes will mature and become due and payable.

Unless shares of Common

Stock are authorized, the conditions to conversion are met and and note holders decide to exercise their option to convert to

stock, the Company will need to make principal and interest payments of approximately $952 from June 27, 2020 through October

before the state and U.S.

government’s reaction to COVID-19 forced employees to work from their homes starting around March

12, 2020, the Company had begun to experience cash constraints due to the following factors:

personal guaranty provided by Naveen Doki of $3,000 came due in December 2019.

This guaranty could be satisfied by Dr.

in cash or shares of Company Common Stock that may then be sold to satisfy this obligation.

After failed collection and settlement

attempts, on February 17, 2020, the Company initiated an action in the Circuit Court of Montgomery County Maryland against

Naveen Doki for nonpayment of the guaranty.

was anticipated that following the Merger, the Company would both access the capital markets by selling additional shares

of Company Common Stock and use shares of Company Common Stock as currency to acquire other business revenues.

all 300 million authorized shares of Company Common Stock were issued in connection with the Merger.

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

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

Company Common Stock, or approve a reverse-split of the outstanding shares of Company Common Stock to provide additional shares

for these purposes.

No assurance can be given that the shareholders will approve such action.

Company had not been able to factor IQS invoices from January 26 through March 31, 2020, because a lien undisclosed to the

Company by the seller, Vivos, had been placed on IQS’s receivables.

By March 27, 2020, a total of unfactored invoices

had reached approximately $40.

As of April 1, 2020, $219 had not been factored through Triumph, the Company’s Factoring

Company, Triumph, for administrative reasons.

capital as of December 31, 2019 was at 784, compared to $1,783 a year ago, impacted most prominently by the $890 in convertible

notes (see Note 10) becoming due in 2020 and income tax payable increasing by $153.

we are an EOR with the majority of contracted talent paid as W-2 employees who are paid known amounts on a consistent schedule;

our cash inflows do not typically align with these required payments, resulting in temporary cash challenges, which is why in

the past we have employed factoring.

Debtors as of December 31, 2020, had notes receivable totaling $4,258 including default on a $3,000 promissory note and

on a $750 tax obligation in December 2019.

After numerous failed collection attempts, on February 17, 2020 the Company initiated

an action in the Circuit Court of Montgomery County Maryland against Naveen Doki and the Vivos Holdings for nonpayment.

It was also anticipated that following the

Merger, the Company would both access the capital markets by selling additional shares of Company Common Stock and use shares

of Company Common Stock as currency to acquire other business revenues.

However, all 300 million authorized shares

of Company Common Stock were issued in connection with the Merger.

No shares are expected to become available to the

Company until the legal dispute with the Vivos Debtors and Vivos Group is resolved.

At that point the Company can

decide whether to amend the Company’s Certificate of Formation to increase the number of authorized shares of Company Common

Stock or approve a reverse-split of the outstanding shares of Company Common Stock to provide additional shares for these purposes.

No assurance can be given as to when this might take place.

May 5, 2020, Maslow received $5,216 loan through the Paycheck Protection Program (the “PPP”) with a term of two (2)

years and an interest rate of 1% per annum.

The PPP provides that the Company may apply for forgiveness of this loan if the loan

proceeds were used for payroll and certain other specified operating expenses while maintaining specified headcount requirements.

The accrued interest on the PPP loan as of December 31, 2020 was $34.

June 5, 2020, The Paycheck Protection Program Flexibility Act (the “PPPF Act”) went into effect providing more flexibility

to participants in the PPP which included extending the time to begin repayment of the PPP loan until the amount of forgiveness,

if any, is determined, which could be as late as December 31, 2020.

The Company may apply for forgiveness earlier if they determine

that doing so will maximize the amount of loan forgiveness.

December 22, 2020, the United States Congress passed an omnibus spending bill (the December relief bill) that included significant

revisions and additions to the Paycheck Protection Program (PPP) established by the Coronavirus Aid, Relief and Economic Security

Act (CARES Act), and previously amended by the Paycheck Protection Program Flexibility Act (PPP Flexibility Act).

President Trump

signed the bill on December 27, 2020.

The December relief bill permits expenses paid with PPP loan funds to be deductible.

December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues &lrm;Act (the “PPP2 Act”)

contained in the Consolidated Appropriations Act, 2021 (“2021 Appropriations Act”) &lrm;was enacted.

and 2021 Appropriations Act included several changes to the forgiveness &lrm;deadline process and deadlines allowing PPP borrowers

up to 10 months to apply for loan forgiveness after the covered period ends.

Company utilized PPP funds for their intended purpose, in this case for payroll only following guidelines for wage earners >

funds bolstered our working capital and enabled us to bring back employees and continue to serve our clients even though their

requirements had lessened.

of December 31, 2020, our working capital was $5,970, compared to $784 a year ago as the PPP funds enabled the Company to build

A/R reserves since PPP funds were employed to pay salaries of both outsourced and SG&A employees, while approximately 58%

of 2019 revenue was still attained and collectible during the covered 24-week period between May and October 2020.

anticipate approximately $300 in additional SG&A costs in 2021, when compared with 2020 relating to increase in sales and

marketing head count to meet growth objectives.

summary of our operating, investing and financing activities are shown in the following table:

cash provided by operating activities

cash provided by (used in) investing activities

cash provided by (used in)financing activities

change in cash and cash equivalents

employed by operating activities consists of net income, adjusted for non-cash items, including depreciation and amortization,

Net cash provided by (used in) operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net change in cash and cash equivalents

employed by operating activities consists of net income (loss), adjusted for non-cash items, including depreciation and amortization,

and the effect of working capital changes.

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and accrued payroll and expenses.

2019, net cash provided by operating activities was $1, a decrease of $ 15 compared with $16 for 2018.

2020, net cash used in operating activities was ($2,070), a decrease of $2,071 compared with $1 for 2019.

This decrease is primarily

attributable to net income, and $456 in deferred income taxes (see Financing Activities for more details).

attributable to our net loss of ($789), and changes in income tax payable by ($525), accrued payroll ($455), and accounts payable

used in investing activities consists primarily of cash paid for capital expenditures.

provided by financing activities in 2019 was $284 as compared to cash used in financing activities of ($82) for 2018.

was due to the Company raising $890 from issuance of short-term convertible debt as previously discussed, from a $750 note with

Vivos Holdings to reimburse MMG for a significant tax event triggered at the time they acquired Maslow, a $215 estimated annual

impact per year for 4 years for the fact that Vivos switched Maslow from a cash basis reporting S-Corp to an accrual basis filing

C Corp, as well as the acquisition of IQS in exchange for a reduction in related parties notes receivable.

The total federal tax

liability was agreed with IRS to be deferred over 4 years beginning in 2017.

All this was offset by funds advanced to Vivos of

Cash flows from financing activities consisted principally of borrowings and payments.

$794 was paid on behalf of Vivos

for a variety of Merchant Cash Advance (“MCA”) liabilities that were taken in Maslow’s name.

Cash flows from

financing activities consisted principally of borrowings and payments.

Net borrowing relating to invoice factoring increased by

$70 from $846 to $916 as increase in invoicing and DSO led to increased borrowing.

Company has notes payable in the amount of $890 pursuant to a convertible debt offering that commenced June 13, 2019.

was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules promulgated thereunder.

convertible notes issued have a maturity date that is one year from the issuance of the note, unless earlier converted into shares

of Company Common Stock upon the issuance by the Company of Company Common Stock for gross proceeds of at least $5,000.

provided by financing activities in 2020 was $1,915 as compared to cash used for same purpose totaling $284 in 2019.

was due to the Company receiving $5,216 in PPP offset by $853 in repayments from the issuance of convertible notes starting in

June of 2019 and return of cash flows from short-term borrowing via our factoring vehicle.

SHEET ARRANGEMENTS

are not party to any off-balance sheet arrangements.

had no material off-balance sheet arrangements that have, or are likely to have, a current or future material effect on our operations.

ACCOUNTING POLICIES AND ESTIMATES

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to the reported results.

Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while the

comparative information will not be restated and will continue to be reported under the accounting standards in effect for those

Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue

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Revenues as presented on the consolidated

statements of income represent services rendered to client less variable consideration, such as sales adjustments and allowances.

statements of operations represent services rendered to client less variable consideration, such as sales adjustments and allowances.

Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and equivalent amounts of reimbursable

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when the services are rendered by our field talent.

VALUE OF FINANCIAL INSTRUMENTS

accordance with ASC 820, “

Fair Value Measurements and Disclosures ”, the Company measures and accounts for certain

assets and liabilities at fair value on a recurring basis.

ASC 820 establishes a common definition for fair value to be applied

to existing generally accepted accounting principles that require the use of fair value measurements and establishes a framework

for measuring fair value and standards for disclosure about such fair value measurements.

ASC 820 defines fair value as the price

that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date.

Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs

and minimize the use of unobservable inputs.

These inputs are prioritized below:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Observable market-based inputs or unobservable inputs that are corroborated by market data

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s

own assumptions.

Level 1 inputs are not available, the Company measures fair value using valuation techniques that maximize the use of relevant

observable inputs (Level 2) and minimizes the use of unobservable inputs (Level 3).

carrying amounts reported as of December 31, 2019 and 2018 for cash and cash equivalents, trade receivables, prepaid expenses

and other current assets, accounts payable and accrued expenses, factoring liability, notes and mortgages payable approximate

their fair values due to the short-term nature of these instruments or are based on interest rates available to the Company that

are comparable to current market rates.

It is not practicable to estimate the fair value of the notes receivable from related

parties due to their related party nature.

Company holds intangible assets with finite lives.

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Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than

50 percent) that the fair value of the reporting unit is less than it’s carrying amount, including goodwill.

50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill.

If after qualitatively

assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value

of the reporting unit is less than it’s carrying amount, then further testing is unnecessary.

If after assessing the totality

of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is

less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of

the reporting unit with its carrying amount, including goodwill, as discussed below.

of the reporting unit is less than its carrying amount, then further testing is unnecessary.

If after assessing the totality of

events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less

than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting

unit with its carrying amount, including goodwill, as discussed below.

assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant

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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 5. Market for Registrant’s Common Equity