What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-03-31 compared with 2020-05-01 · 773 added, 622 removed, 490 unchanged (74% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firms

Consolidated Financial Statements of Reliability, Inc.

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Income for the two years ended December 31, 2019 and 2018

Consolidated Statements of Operations for the years ended December 31, 2020 and 2019

Consolidated Statements of Changes in Stockholders’

Equity for the two years ended December 31, 2019 and 2018

Consolidated Statements of Cash Flows for the two years ended December 31, 2019 and 2018

Equity for the years ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

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on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Reliability Incorporated (the “Company”) as of December

31, 2019, and the related consolidated statements of income, stockholders’

equity, and cash flows for the year then ended,

and the related notes (collectively referred to as the “consolidated financial statements”).

have audited the accompanying consolidated balance sheets of Reliability Incorporated and Subsidiary (the “Company”)

as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders’

equity, and cash

flows for the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the

“consolidated financial statements”).

our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position

of the Company as of December 31, 2019, and the results of their operations and their cash flows for the year then ended, in conformity

with accounting principles generally accepted in the United States of America.

of the Company as of December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

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terms from its customers, has been unable to negotiate payments due on its related party receivables which are currently in default,

is currently unable to access the capital markets, and believes the impact of the COVID 19 pandemic will have a material impact

on its business, operations and cash flows.

These factors raise substantial doubt about its ability to continue as a going concern.

is currently unable to access the capital markets, and believes the impact of the COVID 19 pandemic will continue to have a material

impact on its business, operations and cash flows.

These factors raise substantial doubt about its ability to continue as a going

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the Audit Committee of the Board of Directors and that:

(1) relate to

accounts or disclosures that are material to the consolidated financial statements and (2) involved challenging, subjective, or

complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial

statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on

the critical audit matter or on the accounts or disclosures to which they relate.

Party Transactions and Recoverability of Notes Receivable from Related Parties

discussed in Notes 12 and 14 to the consolidated financial statements, the Company has significant related party transactions

and arrangements with the majority owners of the Company and other companies owned by the majority owners.

In addition to holding

several receivable agreements, including notes receivable with these related parties, the Company is currently involved in a lawsuit

against one of the majority owners and other companies owned by the majority owner.

identified the evaluation of the identification of related parties, related party transactions and collectability of notes receivable

from related parties as a critical audit matter.

Auditor judgement was involved in assessing the sufficiency of the procedures

performed to identify related parties, identify related party transactions and assess the collectability of the notes receivable

from related parties.

following are the primary procedures we performed to address this critical audit matter.

We performed the following procedures

to evaluate the identification of related parties, related party transactions and the collectability of the notes receivable from

related parties by the Company:

Reviewed new agreements and contracts between the Company and its related parties;

Queried the accounts payable system for transactions with its related parties;

Inspected director and officer questionnaires from the Company’s directors and officers;

Evaluated the Company’s reconciliation of its applicable accounts to the related parties’

records of transactions

and balances;

Read the Company’s minutes from meetings of the Board of Directors and related committees;

Inquired with executive officers and key members of management;

Reviewed public filings, external news, and research sources for information related to transactions between the Company and related

Confirmed with the Company’s legal counsel, management, and its outside counsel as to the status of the lawsuits and the

collectability of the notes receivable from related parties.

have served as the Company’s auditor since 2009.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of The Maslow Media Group, Inc.

on the Financial Statements

have audited the accompanying balance sheet of The Maslow Media Group, Inc.

(the Company) as of December 31, 2018, and the related

statements of income, shareholder’s equity, and cash flows for the year then ended, and the related notes (collectively referred

to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

served as the Maslow Media Group’s auditor since 2019.

AND SUBSIDIARIES

AND SUBSIDIARY

BALANCE SHEETS

in thousands, except per share data)

and cash equivalents

receivables, net of allowance for doubtful accounts

receivable from related parties

expenses and other current assets

CURRENT ASSETS

plant and equipment, net

intangible assets, net

AND STOCKHOLDER’S EQUITY

maturities of long-term debt

taxes payable

portion of mortgage loan payable

current liabilities

Cash and cash equivalents

Trade receivables, net of allowance for doubtful accounts

Notes receivable from related parties

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Other intangible assets, net

LIABILITIES AND STOCKHOLDER’S EQUITY

CURRENT LIABILITIES

loan payable, net of current portion

Commitment and contingencies

Factoring liability

Accounts payable

Accrued expenses

Accrued payroll

Deferred revenue

Income taxes payable

Current portion of mortgage loan payable

Other current liabilities

Total current liabilities

Mortgage loan payable, net of current portion

PPP loan payable

Total liabilities

Commitment and contingencies (Note 12)

Subsequent events (Note 17)

STOCKHOLDER’S

Common stock, without par value, 300,000,000

shares authorized, 300,000,000 issued and outstanding as of December 31, 2019, and 282,000,000 shares issued and outstanding

as of December 31, 2018

Additional paid-in

stockholder’s equity attributable to Reliability Inc.

Noncontrolling

interest in consolidated affiliates

liabilities and stockholder’s equity

STOCKHOLDER’S EQUITY

Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of December 31, 2020 and 2019

Additional paid-in capital

Retained earnings

Total stockholder’s equity attributable to Reliability Inc.

Noncontrolling interest in consolidated affiliates

Total liabilities and stockholder’s equity

accompanying notes to consolidated financial statements are an integral part of these financial statements.

AND SUBSIDIARIES

STATEMENTS OF INCOME

AND SUBSIDIARY

STATEMENTS OF OPERATIONS

in thousands, except per share data)

the Years Ended December 31

For the Years Ended December 31

Revenue earned

Service revenue

Cost of revenue

general and administrative expenses

income (expense)

before taxes on income

tax benefit/(expense)

net income attributable to noncontrolling interest in consolidated affiliates

income attributable to Reliability Inc.

Cost of revenue

Selling, general and administrative expenses

Operating income (loss)

Other income (expense)

Interest income from related parties

Interest income

Interest expense

Other expense

Income (loss) before income tax benefit / (expense)

Income tax benefit/(expense)

Consolidated net income (loss)

Less net (income) loss attributable to noncontrolling interest in consolidated affiliates

Net income (loss) attributable to Reliability Inc.

Net income per share:

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accompanying notes to consolidated financial statements are an integral part of these financial statements.

AND SUBSIDIARIES

STATEMENTS OF CHANGE IN EQUITY

AND SUBSIDIARY

STATEMENTS OF CHANGE IN STOCKHOLDERS’

the year ended December 31, 2020 and 2019

in thousands, except per share data)

Controlling Interest

Non - Controlling

Balance, January 1, 2019

Recapitalization

Balance, December 31, 2018

Net income (loss)

Recapitalization

Note receivable from

shareholder for tax debt

Note receivable from shareholder for tax debt

VIE consolidation

Balance, December 31, 2019

Net income (loss)

Balance, December 31, 2020

accompanying notes to consolidated financial statements are an integral part of these financial statements.

AND SUBSIDIARIES

OF CASH FLOWS

AND SUBSIDIARY

STATEMENTS OF CASH FLOWS

in thousands)

the Years Ended December 31,

flows from operating activities:

to reconcile net income to net cash provided by operating activities:

and amortization

on disposal of property and equipment

in operating assets and liabilities:

expenses and other current assets

taxes payable/tax paid

cash provided by operating activities

flows from investing activities:

of fixed assets

cash provided by (used in) investing activities

flows from financing activities:

borrowing/(repayment) of line-of-credit+

from issuing short-term debt

borrowing/(payment) of long-term debt

to related parties

curtailment on long-term debt

cash provided by (used in) financing activities

increase (decrease) in cash and cash equivalents

and cash equivalents, beginning of period

and cash equivalents, end of period

For the Years Ended December

Cash flows from operating

Adjustments to reconcile

net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

(Gain)/loss on disposal of property

and equipment

Deferred income taxes

Accrued interest

Changes in operating

assets and liabilities:

Trade receivables

Prepaid expenses and other current assets

Accounts payable

Accrued payroll

Accrued expenses

Deferred revenue

Other liabilities

Income taxes payable/tax paid

Net cash provided

by operating activities

Cash flows from investing

Cash from merger

Purchase of fixed assets

Net cash used in

investing activities

Cash flows from financing

Net borrowing/(repayment) of line-of-credit+

Proceeds from issuing short-term debt

Net borrowing/(payment) of long-term

Advances to related parties

Repayment of long-term debt

Net cash provided

by financing activities

Net increase (decrease)

in cash and cash equivalents

Cash and cash equivalents,

beginning of year

Cash and cash equivalents,

accompanying notes to consolidated financial statements are an integral part of these financial statements.

AND SUBSIDIARIES

OF CASH FLOWS, continued

AND SUBSIDIARY

STATEMENT OF CASH FLOWS, continued

in thousands)

years ended December 31,

disclosures of cash flow information:

Cash paid during the period for:

disclosures of non-cash financing activities:

tangible assets acquired in acquisition of IQS

intangible assets acquired in acquisition of IQS

assumed during acquisition of IQS

in notes receivable from related parties for acquisition of IQS

842 leases added to property, plant and equipment

placed in other current liabilities

Non-cash impact of

recapitalization from merger

assumed in merger

of shareholder loan to equity in merger

net asset consolidated

liabilities consolidated

reduction in equity

interest makes up the majority of interest paid in cash.

For the years ended December 31,

Supplemental disclosures of cash flow information:

Cash paid during the year for:

Supplemental disclosures of non-cash investing and financing activities:

Net tangible assets acquired in acquisition of IQS

Net intangible assets acquired in acquisition of IQS

Liabilities assumed during acquisition of IQS

Reduction in notes receivable from related parties for acquisition of IQS

ASC 842 leases added to property, plant and equipment

Leases placed in other current liabilities

Non-cash impact of recapitalization from merger

Liabilities assumed in merger

Conversion of shareholder loan to equity in merger

VIE net asset consolidated (unconsolidated)

VIE liabilities consolidated (unconsolidated)

VIE reduction in equity

accompanying notes to consolidated financial statements are an integral part of these financial statements.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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is a leading provider of employer of record and temporary media and information technology (“IT”) staffing services

that operates, along with its wholly owned subsidiary, The Maslow Media, Inc., (collectively, “Reliability”), primarily

within the United States of America in three industry segments:

Employer of Record (EOR), Staffing and Video Production segment

provides script to screen media talent.

EOR which is a unique workforce management solution, represents 89.6% of the revenue.

Our Staffing segment provides skilled field talent on a nationwide basis for IT and finance and accounting client partner projects.

Our staffing includes revenue derived from permanent placement.

Video Production involves assembling and providing crews for special

projects that can last anywhere from a week to 6 months.

October 29, 2019, Maslow became a wholly owned subsidiary of Reliability via a reverse merger.

that operates, along with its wholly owned subsidiary, The Maslow Media Group, Inc., (collectively, “Reliability”

or the “Company”), primarily within the United States of America in three industry segments:

Employer of Record (“EOR”),

Recruiting and Staffing and Video and Multimedia Production which provides script to screen media talent.

EOR which is a unique

workforce management solution, represented 80.7% of the revenue in 2020.

Our Staffing segment provides skilled field talent on

a nationwide basis for IT and finance and accounting client partner projects.

Our Staffing includes revenue derived from permanent

Video Production involves assembling and providing crews for special projects that can last anywhere from a week to

October 29, 2019, Maslow Media Group (“Maslow”

or “MMG”) became a wholly owned subsidiary of Reliability

via a reverse merger (the “Merger”).

December 1, 2019, the Company acquired the customer contracts and trade receivables and assumed certain liabilities of Intelligent

Quality Solutions, Inc.

(“IQS”).

IQS operates as a division of MMG.

2 - LIQUIDITY AND GOING CONCERN

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spread to other countries, including the United States, and efforts to contain the spread of this coronavirus intensified.

outbreak and any preventative or protective actions that governments or we may take in respect of this coronavirus may result

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

The Company expects that the impact of this

coronavirus will be materially negative in the short term.

The full financial impact cannot be reasonably estimated at this time

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

The impact of the COVID-19 pandemic

on the Company and its clients continues to evolve and is expected to adversely impact the Company’s profitability, cash,

assumptions and projections.

This has exacerbated the Company’s cash constraints and as it likely has for many U.S.

large to small, and created a going concern.

outbreak continued throughout 2020 and into 2021.

The outbreak and any preventative or protective actions that governments or

we may take in respect of this coronavirus may result in a period of business disruption, reduced customer traffic and reduced

The impact of this coronavirus has had a material negative in the short term.

The full financial impact cannot be

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

impact of the COVID-19 pandemic on the Company and its clients continues to evolve and is expected to adversely impact the Company’s

profitability, cash, assumptions and projections.

before the state and U.S.

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Approximately

$3,400 of outstanding debt owed to the Company has not been paid and is in default.

utilization of cash used in financing Vivos affiliated activities of $688 in 2019.

$4,300 of outstanding debt owed to the Company had not been paid and is in default.

utilization of cash used in financing Vivos Group affiliated activities of $688

inability to access capital markets due to not having any available shares of common stock.

inability to factor up to $400 in IQS invoices from January 26, 2020 through March 31, 2020, with $219 still not factored

as of April 2, 2020.

management took swift action on March 16, 2020 by reducing hours employees who clients ceased utilizing due to COVID-19 virus

concerns and office closures.

Six (6) SG&A employees were subsequently furloughed as of March 20, 2020 and a temporary across

the board reduction in pay was instituted across the remaining SG&A staff members with executives taking a 50% larger cut

We also began having employees work from their homes making full use of our cloud-based infrastructure, and subsequently

terminated the lease effective April 30, in

AND SUBSIDIARIES

management took swift action on March 16, 2020 by reducing hours of employees who worked on clients significantly impacted by

the COVID-19 virus concerns.

Six (6) administrative employees were subsequently furloughed as of March 20, 2020, and a temporary

across the board reduction in pay was instituted across the remaining administrative staff members with executives taking a 50%

larger cut in salary.

We also began having employees work from their homes making full use of our cloud-based infrastructure,

and subsequently terminated the lease effective April 30, 2020 in Rockville, MD which saved the Company approximately $246 a year.

On May 5, 2020 (the “Effective Date”), MMG received the proceeds of a loan pursuant to into a promissory note (the

“Note”) under the Paycheck Protection Program with TBK Bank, SSB (“Lender”), in the amount of $5,216 (the

“PPP Loan”).

The Paycheck Protection Program (“PPP”) was established under the recently enacted Coronavirus

Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S.

Small Business Administration

(“SBA”).

These funds were utilized entirely for payroll

during the 24-week covered period which commenced in May 2020 and ended in October 2020.

Maslow exhausted use of the funds for

payroll by the end of August 2020.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

which will save approximately $246 a year.

Executive Management is prepared to take additional steps, if necessary, as the Company

monitors its EOR and staffing hours closely.

Additionally, the Company is pursuing Coronavirus Aid, Relief, and Economic Security

(“CARES”) Act programs for which it is eligible including the Paycheck Protection Program, which would enable the

Company to pay its employees, and the COVID-19 Economic Injury Disaster Loan.

The Company is also looking into selling a portion

of the Vivos notes that are overdue.

All these conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

There can be no assurances that the Company will be successful in managing the impact of the foregoing or

its ability to maintain sufficient liquidity over a period of time that will allow it to continue as a going concern.

PPP Loan enabled MMG to return furloughed employees who were still available to work and hire additional staff for purposes of

vital sales, marketing and general and administrative projects.

Salaries were returned to normal levels and amounts that were

previously suspended were returned to most corporate employees.

Those employees who accepted permanent reductions in pay were

given incentives to achieve at those levels and beyond.

No employee was reduced below the 25% threshold that the PPP Loan mandated.

after receiving PPP funds, we continued to look for ways to streamline our business by re-structuring IQS, eliminating occupancy

of office in Plymouth, MN, and trimming many non-essential SG&A expenses.

Company applied for PPP loan forgiveness on March 3, 2020 for the entire amount borrowed in accordance with the PPP rules and

The Company believes that the entire $5,216 of the PPP Loan will be forgiven.

However, no assurance can be given that

all or any of the PPP Loan will, in fact, be forgiven.

Our consolidated financial statements do not include any adjustments to

reflect the possible future effects on the forgiveness of the PPP Loan.

Additionally,

the Company is pursuing CARES Act Paycheck Protection Program round 2 for which we believe we qualify.

the year ended December 31, 2020, we incurred a net loss in the amount of $789 and utilized cash from operating activities in

the amount of $2,070.

Our revenues decreased by $9,242 or 24% when compared to 2019, largely due to the COVID-19 pandemic.

also incurred an operating loss of $988 in 2020 compared to operating income of $1,084 in 2019.

these conditions noted above, most notably the adverse impact of sales by COVID 19and presumption that all debts coming due

without ability to raise cash from Vivos Holdings receivable, raise substantial doubt about the Company’s ability to

continue as a going concern.

There can be no assurances that the Company will be successful in managing the impact of the foregoing

or its ability to maintain sufficient liquidity over a period of time that will allow it to continue as a going concern.

The accompanying

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Company’s consolidated financial statements reflect the financial position and operating results of Reliability, Inc.

its wholly owned subsidiaries.

its wholly owned subsidiary, Maslow.

All intercompany transactions and balances have been eliminated in consolidation.

Company’s fiscal year is from January 1 st through December 31 st .

Reclassification

amounts in the 2018 consolidated financial statements have been reclassified to conform to the 2019 presentation.

consolidated financial statements and related disclosures are prepared in conformity with United States (U.S.) generally accepted

accounting principles (“GAAP”).

The Company must make estimates and judgments that affect the amounts reported in

the consolidated financial statements and accompanying notes.

consolidated financial statements and related disclosures are prepared in conformity with United States (“U.S.”) generally

accepted accounting principles (“GAAP”).

The Company must make estimates and judgments that affect the amounts reported

in the consolidated financial statements and accompanying notes.

Estimates are used for, but not limited to revenue recognition,

allowances for doubtful accounts, recoverability of notes receivable, useful lives for depreciation and amortization, loss contingencies,

allocation of purchase price in connection with business combinations, valuation allowances for deferred income taxes, and the

assumptions used for web site development cost classifications.

Actual results may be materially different from those estimated.

In making its estimates, the Company considers the current economic and legislative environment.

AND SUBSIDIARIES

allowances for doubtful accounts, recoverability of notes receivable, useful lives for

depreciation and amortization, loss contingencies, allocation of purchase price in connection with business combinations, valuation

allowances for deferred income taxes, and the assumptions used for web site development cost classifications.

Actual results may

be materially different from those estimated.

In making its estimates, the Company considers the current economic and legislative

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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the year ended December 31, 2020, the Company’s top 10 clients generated over 82% of the revenue.

A large portion of our business

comes from two clients, AT&T Services, Inc.

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

(which includes workforce partners Johnson & Johnson).

AT&T accounted for 37% of revenue in 2019 and 2018.

AT&T comprised

of 50% and 38% of the accounts receivable balance as of December 31, 2019 and 2018, respectively.

Janssen Pharmaceuticals (which

includes workforce partners Johnson & Johnson) accounted for approximately 11% of our total revenues for the years ended December

31, 2019 and 2018.

Janssen Pharmaceuticals comprised of 19% and 21% of accounts receivable as of December 31, 2019 and 2018, respectively.

A large portion of our

business comes from two clients, AT&T Services, Inc.

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

Pharmaceuticals (which includes workforce partners Johnson & Johnson).

AT&T accounted for 29% and 38% of revenue in 2020

and 2019, respectively.

AT&T comprised approximately 49% and 50% of the accounts receivable balance as of December 31, 2020

and 2019, respectively.

Janssen Pharmaceuticals (which includes workforce partners Johnson & Johnson) accounted for approximately

11% of our total revenues for the years ended December 31, 2020 and 2019.

Janssen Pharmaceuticals comprised approximately18% and

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

No other client exceeded 10% of revenues.

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providing an estimate of the loss exposure.

Management considers all contract receivables as of December 31, 2019 and2018 to be

fully collectible, therefore an allowance for doubtful accounts is not provided for.

Management considers all contract receivables as of December 31, 2020 and 2019 to

be fully collectible, therefore an allowance for doubtful accounts is not provided for.

Company records accounts receivable when its right to consideration becomes unconditional.

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The Company does not have any material contract assets or long-term contract liabilities.

December 31, 2019 and 2018, the Company’s deferred revenue totaled $347 and $235 respectively.

AND SUBSIDIARIES

of December 31, 2020, and 2019, the Company’s deferred revenue totaled $182 and $347 respectively.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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of these instruments or are based on interest rates available to the Company that are comparable to current market rates.

not practicable to estimate the fair value of the notes receivable from related parties due to their related party nature.

estimated fair value of the Company’s PPP loan payable approximates its carrying value as the rate on this debt is determined

government which was offered to all participating companies under the CARES Act.

It is not practicable to estimate

the fair value of the notes receivable from related parties due to their related party nature.

and Equipment

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of the estimated useful life of asset or the lease term.

The estimated useful life of buildings is thirty-nine years.

The estimated useful life of building was thirty-nine years.

for renewals and betterments are capitalized whereas expenditures for repairs and maintenance are charged to income as incurred.

1 unchanged sentence

either a gain or a loss.

Depreciation expense for the years ended December 31, 2019 and 2018 totaled $22 and $25,

Depreciation and amortization expense for the years ended December 31, 2020 and 2019 totaled $46 and

$23, respectively.

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asset is realized.

As of December 31, 2019, amortization expense was $3.

AND SUBSIDIARIES

For the years ended December 31, 2020 and 2019, amortization expense was $33 and $3, respectively.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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The Company determined

that there were no impairment indicators for these assets during the year ended December 31, 2019.

that there was no impairment needed for these assets during the year ended December 31, 2020.

represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including

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being acquired in a business combination.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

impairment loss.

Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Updates (“ASU”) ASU

2014-09, Revenue from Contracts with Customers, on January 1, 2019 on a modified retrospective basis.

As the initial adoption

of the standard did not have a material impact on the Company’s consolidated financial condition or results of operations,

no cumulative effect was recognized at the date of initial application.

The Company also had no significant changes to systems,

processes, or controls.

The Company determined that there was no impairment needed for the year ended December 31, 2020.

Company derives its revenues from three segments:

3 unchanged sentences

client, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

as presented on the consolidated statements of income represent services rendered to clients, less sales adjustments and allowances.

as presented on the consolidated statements of operations represent services rendered to clients, less sales adjustments and allowances.

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

expenses are included in cost of services.

Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and

The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and

hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii)

bears the risk for services that are not fully paid for by client.

staffing revenues - Field talent revenues from contracts with clients are recognized in the amount to which the Company has a

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terms in our contracts vary by the type and location of our client partner and the services offered.

The term between invoicing

and when payment is due is not significant.

There were no unsatisfied performance obligations as

December 31, 2019.

There were no revenues recognized during year ended December 31, 2018 related to performance obligations satisfied

or partially satisfied in previous periods.

The term between invoicing and

when payment is due is not significant.

There were no unsatisfied performance obligations as of December 31, 2020.

There were no

revenues recognized during years ended December 31, 2020 and 2019 related to performance obligations satisfied or partially

satisfied in previous periods.

There are no contract costs capitalized.

The Company did not recognize any contract

impairments during the year ended December 31, 2019.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

The Company did not recognize any contract impairments

during the years ended December 31, 2020 and 2019.

Company recognizes advertising expense in selling, general and administrative expenses as the services are incurred.

Total advertising

expense for the year ended December 31, 2019 and 2018 was $43 and $36, respectively.

earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during

earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were

exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

expense for the years ended December 31, 2020 and 2019 was $24 and $43, respectively.

(Loss) Per Share

earnings (loss) per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding

during the year.

earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock

were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of

Company accounts for income taxes utilizing the asset and liability method.

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to be in effect when the differences reverse.

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TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

valuation allowance is recorded against deferred tax assets in these cases when management does not believe that the realization

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Issued Accounting Pronouncements

January 2017, the FASB issued an updated guidance simplifying the subsequent measurement of goodwill by eliminating “Step

from the goodwill impairment test.

The updated guidance is effective for public companies’

annual or interim goodwill

impairment tests in fiscal years beginning after December 15, 2019.

Early adoption is permitted for annual or interim goodwill

impairment tests performed on testing dates after January 1, 2017.

The new standard is effective for Reliability for the year

ending December 31, 2019.

The Company adopted this standard during the year ended December 31, 2019 and the adoption was not material

to the Company’s consolidated financial statements.

AND SUBSIDIARIES

June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2016-13, Financial

Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments , to replace the incurred

loss methodology with an expected credit loss model that requires consideration of a broader range of information to estimate

credit losses over the lifetime of the asset, including current conditions and reasonable and supportable forecasts in addition

to historical loss information, to determine expected credit losses.

Pooling of assets with similar risk characteristics and the

use of a loss model are also required.

Also, in April 2019, the FASB issued ASU No.

2019-04, Codification Improvements to Topic

326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging , and Topic 825, Financial Instruments ,

to clarify the inclusion of recoveries of trade receivables previously written off when estimating an allowance for credit losses.

The amendments in this update were required to be applied using the modified retrospective method with an adjustment to retained

earnings and were effective for us beginning with fiscal year 2020, including interim periods.

The adoption of the amendments

in this update as of January 1, 2020 did not have a material impact on our accounts receivable, retained earnings, as well as

our results of operations for the year ended December 31, 2020.

August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework—

Changes to the

Disclosure Requirements for Fair Value Measurement , to improve the fair value measurement reporting of financial instruments.

The amendments in this update require, among other things, added disclosure of the range and weighted average of significant unobservable

inputs used to develop Level 3 fair value measurements.

The amendments in this update eliminate, among other things, disclosure

of the reasons for and amounts of transfers between Level 1 and Level 2 for assets and liabilities that are measured at fair value

on a recurring basis and an entity’s valuation processes for Level 3 fair value measurements.

The amendments in this update

were effective for us beginning with fiscal year 2020.

Retrospective application is required for all amendments in this update

except the added disclosures, which should be applied prospectively.

The adoption of the amendments in this update did not have

a material impact on our consolidated financial position and results of operations as of and for the year ended December 31, 2020.

August 2018, the FASB issued ASU No.

2018-15, Intangibles–Goodwill and Other—Internal-Use Software (Subtopic

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service

Contract , to provide additional guidance on the accounting for costs of implementing cloud computing arrangements that

are service contracts.

The amendments in this update require the capitalization of implementation costs during the

application development stage of such hosting arrangements and amortization of the expense over the term of the arrangement,

including any option to extend reasonably certain to be exercised or option to terminate reasonably certain not to be

Capitalized implementation costs and amortization thereof are also required to be classified in the same line item

in the statements of financial position, operations and cash flows associated with the hosting service fees.

The amendments

in this update were effective for us beginning with fiscal year 2020.

Entities may select retrospective or prospective

application to all implementation costs incurred after the adoption

We selected prospective application to all implementation costs incurred after the adoption date.

The adoption of the amendments

in this update did not have a material impact on our property and equipment, net and results of operations as of and for the year

ended December 31, 2020.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

February 2016, the FASB issued ASU No.

2016-02 (Topic 842) “

Leases .”

Topic 842 supersedes the lease requirements

in Accounting Standards Codification Topic 840, “

Leases .”

Under Topic 842, lessees are required to recognize

assets and liabilities on the balance sheet for most leases and provide enhanced disclosures.

Leases continue to be classified

as either finance or operating.

The Company adopted Topic 842 effective January 1, 2019.

The most significant effects of Topic

842 were the recognition of $18 of operating lease right to use assets and $18 of operating lease liabilities.

The Company also

identified one lease that should have been classified as a financing lease versus operating lease.

The Company capitalized $12

in capital assets.

The effect on the Company’s consolidated statement of income was not considered material.

A retrospective

adjustment was not considered material or necessary.

The Company applied Topic 842 to all leases as of January 1, 2019 with comparative

periods continuing to be reported under Topic 840.

In the adoption of Topic 842, the Company carried forward the assessment from

Topic 840 of whether its contracts contain or are leases, the classification of its leases, and remaining lease terms.

The Company’s

accounting for finance leases remains substantially unchanged.

August 2018, the FASB issued new guidance on disclosures related to fair value measurements.

The guidance is intended to improve

the effectiveness of the notes to financial statements by facilitating clearer communication, and it includes multiple new, eliminated

and modified disclosure requirements.

The guidance was effective for the Company as of January 1, 2020.

The adoption of this guidance

is not expected to have a material impact on the Company’s consolidated financial statements.

August 2018, the FASB issued ASU No.

2018-15 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Customer’s

Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.

The new guidance

allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term

of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised.

guidance is effective after December 15, 2019.

Early adoption is permitted.

The Company adopted this ASU during the year ended

December 31, 2019 and the adoption was not material to the Company’s consolidated financial statements.

August 2018, the FASB issued new guidance on the accounting for internal-use software.

The guidance aligns the accounting for

costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs

associated with developing or obtaining internal-use software.

The guidance was effective for the Company as of January 1, 2020.

The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

December 2019, the FASB issued new guidance on income taxes.

The guidance removes certain exceptions to the general income tax

accounting principles and clarifies and amends existing guidance to facilitate consistent application of the accounting principles.

The new guidance is effective for us as of January 1, 2021.

The Company is assessing the impact of the adoption of this guidance

on its consolidated financial statements.

March 2020, the FASB issued ASU No.

2020-04 Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference

Rate Reform on Financial Reporting , that provides optional relief to applying reference rate reform to contracts, hedging

relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR), which will be discontinued by

the end of 2021.

Also, in January 2021, the FASB issued ASU No.

2021-01 Reference Rate Reform (Topic 848)—Scope ,

to clarify that cash flow hedges are eligible for certain optional expedients and exceptions for the application of subsequent

assessment methods to assume perfect effectiveness as previously presented in ASU 2020-04.

The amendments in this update are effective

for us immediately and may be applied through December 31, 2022.

The adoption of this update is not expected to have a material

impact on our consolidated financial position and results of operations.

December 2019, the FASB issued ASU No.

2019-12 Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes ,

to remove certain exceptions and improve consistency of application, including, among other things, requiring that an entity reflect

the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes

the enactment date.

The amendments in this update will be effective for us beginning with fiscal year 2021, with early adoption

Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must

be applied on a retrospective or modified retrospective basis.

The adoption of the amendments in this update is not expected to

have a material impact on our consolidated financial position and results of operations.

October 2020, the FASB issued ASU No.

2020-10 Codification Improvements , to make incremental improvements to U.S.

and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information

in the financial statements extends to the corresponding disclosures section.

The amendments in this update will be effective

for the Company beginning with fiscal year 2021, with early adoption permitted.

The amendments in this update should be applied

retrospectively and at the beginning of the period that includes the adoption date.

The adoption of the amendments in this update

is not expected to have a material impact on our consolidated financial position and results of operations.

January 2017, the FASB issued ASU No.

2017-04, Intangibles—Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill

Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.

entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value

of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination.

Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing

the fair value of a reporting unit with its carrying amount.

The FASB also eliminated the requirements for any reporting unit

with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform

Step 2 of the goodwill impairment test.

The amendments in this update will be effective for the Company beginning with fiscal

year 2023, with early adoption permitted.

The adoption of the amendments in this update is not expected to have a material impact

on our consolidated financial position and results of operations.

Company does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material

effect on its present or future consolidated financial statements.

AND SUBSIDIARIES

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TO CONSOLIDATED FINANCIAL STATEMENTS

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quality assurance services.

consolidated statement of income for the year ended December 31, 2019 includes one month of IQS operations, which was approximately

consolidated statement of operations for the year ended December 31, 2019 includes one month of IQS operations, which was approximately

$245 of revenue and $6 of net operating loss.

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expenses in 2019.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

following unaudited pro forma financial information includes the results of operations of the Company and is presented as if IQS

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calculated using an assumed blended tax rate of approximately 28%.

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TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

Proforma (unaudited)

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Property, plant and equipment, net

Company evaluated its potential variable interest entities and determined it is subject to consolidation.

See Note 11 for the

impact as of December 31, 2019.

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Customer relationships

regarding purchased intangible assets as of December 31, 2019 is as follows:

Accumulated Amortization

Net Carrying Value

Customer relationships

name and customer relationships are amortized over 10 and 3 years, respectively.

Amortization expense relating to purchased intangible

assets was $3, and $0 for the year ended December 31, 2019 and 2018, respectively.

assets was $33 and $3, for the years ended December 31, 2020 and 2019, respectively.

future amortization expense for the next five years and thereafter is as follows:

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Accrued expenses

AND SUBSIDIARIES

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9 - INCOME TAXES

tax expense for the years ended December 31, 2019 and 2018 are comprised of the following:

tax expense (benefit) for the years ended December 31, 2020 and 2019 are comprised of the following:

Current federal income tax

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Deferred income tax (benefit)

Income tax expense

Income tax expense (benefit)

components of the Company’s deferred income tax assets (liabilities) are as follows at:

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Accrued workers’

compensation/Other

compensation and other

State deduction

Acquisition fees

163(j) interest limitation

Federal and State net operating loss carryforwards

Deferred tax liabilities:

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State income taxes, net

Meals & Entertainment

Meals and entertainment

Nondeductible acquisition costs

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Income tax expense

AND SUBSIDIARIES

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TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

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.

to this agreement, the Company issued to this individual a warrant for 0.5 shares of Company Common Stock and a convertible promissory

note of same date in the initial principal amount of $50, in exchange for $50.

The note bears interest at 12% per year.

The balance is due and payable within 1 year from the issuance date unless earlier converted into shares of Company Common Stock

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

Warrants can only be redeemable

if the proceeds of $5,000 are secured.

(See Liquidity and Capital Resources and Related Party Relationships)

the Maslow Media Group was initially acquired by Vivos Holdings, LLC in December 2016, Reliability’s corporate status was

changed from an S Corp to a C Corp due to its new ownership structure.

This triggered an accelerated tax event, a $215 estimated

annual impact per year for 4 years, that Reliability is working with the IRS to pay off.

As of December 31, 2019, the tax liability

was $817 and was $664 was of December 31, 2018.

Company had notes payable in the amount of $890 as of December 31, 2019, pursuant to a convertible debt offering that commenced

June 13, 2019.

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

promulgated thereunder.

Pursuant to this agreement, the Company issued to each individual a warrant for 0.5 shares of Company

Common Stock and a convertible promissory note of same date in the initial principal amount of $50, in exchange for $50.

bore interest at 12% per year with the balance becoming due within 1 year from the issuance date unless earlier converted into

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

Since this did not happen and the Company did not have Common Stock available to convert into these, notes were paid in full as

they became due over a 3-month period between June 2020 and September 2020.

can only be redeemable if the proceeds of $5,000 are secured.

MMG was initially acquired by Vivos Holdings, LLC in December 2016, the Company’s corporate status was changed from an S

Corp to a C Corp due to its new ownership structure.

This triggered an accelerated tax event, a $215 estimated annual impact per

year for 4 years which was accounted for in subsequent tax returns through 2019.

As of December 31, 2020, the Company’s

overall tax liability was $292 which include tax liabilities for 2018, 2019 from completed tax returns and loss carryback provisions

Business Capital

November 4, 2016, the Company entered into a factoring and security agreement with Triumph Business Capital (“Triumph”).

Pursuant to the agreement, the Company received advances on its accounts receivable (i.e.

invoices) through Triumph to fund growth

and operations.

The proceeds of this agreement were used to pay operating costs of the business which include employee salaries,

vendor payments and overhead expenses.

On January 5, 2018, the agreement was amended to lower the factoring fee and interest rate

for a term of one year.

The agreement was amended again on January 19, 2018, to increase the maximum advance rate to $5,500.

January 2020, a new agreement was negotiated with Triumph lowering advance rate from 18 basis points to 15 and the interest rate

from prime plus 2.5% to prime plus 2%.

Pursuant to the agreement, the Company received advances on its accounts receivable (i.e., invoices) through Triumph to

fund growth and operations.

The proceeds of this agreement were used to pay operating costs of the business which include employee

salaries, vendor payments and overhead expenses.

On January 5, 2018, the agreement was amended to lower the factoring fee and

interest rate for a term of one year.

The agreement was amended again on January 19, 2018, to increase the maximum advance rate

In January 2020, a new agreement was negotiated with Triumph lowering advance rate from 18 basis points to 15 and the

interest rate from prime plus 2.5% to prime plus 2%.

The amount of an invoice eligible for sale to Triumph went from 90% to 93%.

The agreement

which previously renewed annually, is now month to month.

The Company continues to be obligated to meet certain financial covenants

in respect to invoicing and reserve account balance.

The agreement which previously renewed annually, is now month to month.

The Company continues to be obligated to meet certain

financial covenants in respect to invoicing and reserve account balance.

accordance with the agreement, a reserve amount is required for the total unpaid balance of all purchased accounts multiplied

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shortfall exists for a period of ten-days, the Company is required to make payment to the financial institution for the shortage.

receivable were sold with full recourse.

Proceeds from the sale of receivables were $29,367 and $30,458 for the years ended December

31, 2019 and 2018, respectively.

The total outstanding balance under the recourse contract was $5,030 and $4,153 as of December

31, 2019 and 2018, respectively.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

Factoring Facilities are collateralized by substantially all the assets of the Company.

In the event of a default, the Factor

may demand that the Company repurchase the receivable or debit the reserve account.

Total finance line fees for the years ended

December 31, 2019 totaled $65.

Capital Management

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was signed on January 7, 2019 with a minimum monthly volume of $125 with a maximum advance of $500 for a term of one year.

advanced rate is 90% of eligible accounts receivable (as defined by the agreement) and a finance rate of 1.275% per month and

advanced rate was 90% of eligible accounts receivable (as defined by the agreement) and a finance rate of 1.275% per month and

adjusted with any increase to the prime rate.

As of December 31, 2019, the outstanding balance was $479.

This relationship ended

on March 31, 2020, when Triumph bought out this factoring relationship.

As of December 31,

2019, the outstanding balance was $479.

This relationship ended on March 31, 2020, when Triumph bought out this factoring relationship.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

receivable were sold with full recourse.

Proceeds from the sale of receivables were $13,787 and $29,367 for the years ended December

31, 2020 and 2019, respectively.

The total outstanding balance under the recourse contract was $2,999 and $5,508 as of December

31, 2020 and 2019, respectively.

Factoring Facility is collateralized by substantially all the assets of the Company.

In the event of a default, the Factor may

demand that the Company repurchase the receivable or debit the reserve account.

Total finance line fees for the years ended December

31, 2020 and 2019 totaled $65.

April 29, 2020, MMG was approved for a $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 (see Note 17).

February 2020, the Company took out a $250 6-month term loan from Triumph at 10% per annum, in order to meet the Company’s

cash obligations (“Triumph Term Loan”).

On April 7, 2020, in the face of the COVID 19 lockdown, Triumph offered a

2-month payment holiday and to extend the note payment, which ultimately was agreed to end in February 2021.

As of December 31,

2020, $37 was outstanding under the Triumph Term Loan Arrangement.

VARIABLE INTEREST ENTITY (VIE)

December 2019, the Company’s executive management learned that prior to the Merger, in January 2017, one of the Company’s

majority shareholders, on behalf of Maslow, executed a guarantee of obligations of Vivos Real Estate Holdings, LLC (“VREH”),

related parties, on behalf of Maslow, executed a guarantee of obligations of Vivos Real Estate Holdings, LLC (“VREH”),

under a mortgage loan for the purchase of the property at 22 Baltimore Rd., Rockville, Maryland.

Maslow leases this space

on market terms.

This obligation had not been included in Maslow’s financial statements and were not separately disclosed

prior to the Merger.

Maslow leased this space on market

This obligation had not been included in Maslow’s financial statements and were not separately disclosed prior to

GAAP requires the Company to assess whether VREH is a variable interest entity (“VIE”) because Maslow (i) share common

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to as a thinly capitalized structure.

the Company has neither any decision-making authority over VREH, nor financial interest in the operations of VREH, the Company

is required to consolidate its financial statements with those of VREH for the reasons mentioned above, as it is considered the

primary beneficiary of the VIE.

to a lack of cooperation from VREH, the Company has not been able to acquire financial information about this entity for consolidation

purposes prior to 2019.

As a result, the Company has consolidated this entity for 2019.

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TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

assets and liability of the consolidated VIE are comprised of the following:

the Company had neither any decision-making authority over VREH, nor financial interest in the operations of VREH, the Company

was required to consolidate its financial statements with those of VREH for the reasons mentioned above, as it was considered

the primary beneficiary of the VIE.

to a lack of cooperation from VREH, the Company had not been able to acquire financial information about this entity for consolidation

purposes prior to 2019.

As a result, the Company has consolidated this entity for 2019.

assets and liability of the consolidated VIE were comprised of the following:

Office equipment

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Total net assets consolidated

addition, the related party note receivable with the VIE of $772 was eliminated.

addition, the related party note receivable with the VIE in the amount of $772 was eliminated in 2019.

potential financial exposure to loss as a guarantor could equal all the book value of the related party mortgage loan payable,

a total of approximately $1,745 as of December 31, 2020, with $126 due within the next year.

To date, the Company has not been

called on for any loan repayment guarantee.

VREH is currently three months behind

To date, the Company has not been called on for any loan repayment guarantee.

The Company believes there is adequate

equity in the property should the bank decide to foreclose, and the Company decides not to make past due payments.

Company terminated the lease of the property at 22 Baltimore Road effective April 30, 2020.

As a result, VREH will be considered

a VIE for only four months of the 2020 fiscal year.

a result of the consolidation, the notes receivable held between Maslow and VREH was eliminated in consolidation.

for details on the related party notes receivable.

As a result, VREH was considered a

VIE for only four months of the 2020 fiscal year.

Note 14 for details on the related party notes receivable.

COMMITMENTS AND CONTINGENCIES

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or include a statement that no estimate of the loss can be made.

or about February 17, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland

against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Naveen Doki, to enforce Maslow’s rights under certain promissory

notes and a personal guarantee made by the defendants.

The case is proceeding.

The Company believes that it will be granted a

judgment in its favor.

Maslow intends to continue to vigorously prosecute this litigation.

February 28, 2020, On Healthcare Resource Network, LLC filed a complaint against Maslow in the Circuit Court of Montgomery County,

The plaintiff has not specified any alleged damage caused by Maslow and the Company believes any claims are without

The Company will defend itself from this case.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

September 28, 2018, Credit Cash filed a complaint against Maslow, Vivos, Vivos Acquisitions, LLC, Dr.

Valleru (the “Parties”)

and other defendants in the United States District Court for the District of New Jersey for, among other things, breach of contract

of the Maslow and HRCN Credit Facilities and their respective guaranties in relation to the November 15, 2017 agreement (the “DNJ

Action”).

On October 30, 2018, Credit Cash filed a motion to intervene in an action pending in New York State, Monroe County,

filed by HCRN and LE Finance, LLC against the Parties and other defendants (“NY State Action”).

On December 10, 2018,

the Parties entered into a settlement agreement for the purpose of settling certain claims related to the DNJ Action only.

to the settlement agreement, certain repayment terms were agreed upon between Credit Cash and the Parties, but Credit Cash did

not relinquish the right to pursue any claims related to the NY State Action, nor to pursue any remedies against any of the parties

in relation to the November 15, 2017 agreement.

Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group,

Inc., dated as of October 28, 2019 (the “Liquidation Agreement”) permitting Maslow to liquidate up to the full amount

of Maslow equity held by such persons in order to satisfy the obligations under the Settlement Agreements.

September 28, 2018, Credit Cash filed a complaint against Maslow, Vivos Holdings, Vivos Acquisitions, LLC, Mr.

Valleru (the “Parties”) and other defendants in the United States District Court for the District of New

Jersey for, among other things, breach of contract of the Maslow and HRCN Credit Facilities and their respective guaranties in

relation to the November 15, 2017 agreement (the “DNJ Action”).

On October 30, 2018, Credit Cash filed a motion to

intervene in an action pending in New York State, Monroe County, filed by HCRN and LE Finance, LLC against the Parties and other

defendants (“NY State Action”).

On December 10, 2018, the Parties entered into a settlement agreement for the purpose

of settling certain claims related to the DNJ Action only.

Pursuant to the settlement agreement, certain repayment terms were

agreed upon between Credit Cash and the Parties, but Credit Cash did not relinquish the right to pursue any claims related to

the NY State Action, nor to pursue any remedies against any of the parties in relation to the November 15, 2017 agreement.

the Parties acknowledged and agreed, that the Credit Cash relationship benefitted Parties other than Maslow, certain of the Parties

and their related parties, executed and delivered to the Company 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”).

the Liquidation Agreement the parties thereto pledged shares of Company Common Stock to Maslow to be used to obtain releases from

the Lenders defined therein, including Credit Cash and its affiliates.

The Liquidation Agreement permits Maslow to either transfer

the shares to the Lenders in satisfaction of the outstanding obligations or to arrange for the sale of the shares and using the

cash to satisfy such obligations.

October 9, 2018, Maslow Media Group, Inc.

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is named as one defendant among six other defendants, all of which are entities

related to Vivos.

The claim brought by Hop Capital against the defendants in this case is in relation to a Merchant Agreement

dated October 4, 2018;

related to the Vivos Group.

The claim brought by Hop Capital against the defendants in this case is in relation

to a Merchant Agreement dated October 4, 2018;

an agreement to which Maslow Media Group, Inc.

was not a party.

As such, Maslow Media Group, Inc.

that being named in the Affidavit of Confession of Judgment as a defendant was made in error and is currently seeking to have

its name removed from Affidavit of Confession of Judgment as a defendant.

As such, Maslow

Media Group, Inc.

contends that being named in the Affidavit of Confession of Judgment as a defendant was made in error and is

currently seeking to have its name removed from Affidavit of Confession of Judgment as a defendant.

As of March 2021, we have

not been contacted again on this matter, nor have we been notified on any developments The Company will defend itself from this

or about February 17, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland

against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Naveen Doki, to enforce Maslow’s rights under certain promissory

notes and a personal guarantee made by the defendants.

The case is proceeding.

The Company believes that it will be granted a

judgment in its favor.

The Company intends to continue to vigorously prosecute this litigation.

On February 28,

2020, Healthcare Resource Network, LLC filed a complaint against Maslow in the Circuit Court of Montgomery County, Maryland alleging

that Maslow participated with the Vivos Group to financially harm the plaintiff.

The plaintiff has not specified any alleged damage

caused by Maslow and the Company believes any claims are without merit.

The Company will defend itself from this case.

16th, 2020, CC Business Solutions, a division of Credit Cash NJ, LLC domesticated a foreign judgement in the Montgomery County

Circuit Court system again Health Care Resources Network (HCRN), Maslow Media Group, Vivos Holdings, LLC, Vivos Acquisitions,

LLC, Naveen Doki and Silvija Valleru.

This foreign judgement relates to Vivos Holdings adding Maslow Media Group as a guarantor

on a loan made to Health Care Resources Network which is in default by HCRN and Vivos Holdings.

Foreign judgement total

This judgement relates to the default on the settlement agreement dated December 10, 2018 referenced above.

5th, 2020, Libertas Funding, LLC domesticated a foreign judgement in the Montgomery County Circuit Court system again Health Care

Resources Network (HCRN), Maslow Media Group, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Vivos IT, LLC, Vivos Global Services,

LLC, Alliance Micro, Inc.

and Naveen Doki.

This foreign judgement from the State of New York relates to loans the Vivos

Group took out by adding Maslow Media Group additional collateral.

This loan is currently in default.

Foreign Judgement

total is $229.

5th, 2020, Kinetic Direct Funding domesticated a foreign judgement in the Montgomery County Circuit Court system again Health

Care Resources Network (HCRN), Maslow Media Group, US IT Solutions Inc., 360 IT Professionals, Alliance Micro, Inc.

This foreign judgement from the State of New York relates to loans the Vivos Group took out by adding Maslow Media

Group as additional collateral.

This loan is currently in default.

Foreign Judgement total is $579.

5th, 2020, Libertas Funding, LLC domesticated a foreign judgement in the Montgomery County Circuit Court system again Health Care

Resources Network (HCRN), Maslow Media Group, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Vivos IT, LLC, Vivos Global Services,

LLC, Alliance Micro, Inc.

and Silvija Valleru.

This foreign judgement from the State of New York relates to loans the Vivos

Group took out by adding Maslow Media Group additional collateral.

This loan is currently in default.

Foreign Judgement

total is $229.

or about May 6, 2020, the Defendants filed with the Circuit Court of Montgomery County, Maryland a Counterclaim and Third-Party

Complaint for Damages, Declaratory and Injunctive Relief and Jury Demand (the “Counterclaim”), The Company believes

that the Counterclaim has no merit.

The Company will vigorously defend itself and its indemnified officers, directors and other

parties as permitted by the Company’s organizational documents.

The Company and the other Counterclaim defendants have moved

to have the Debt Collection Suit and the Counterclaim stayed pending the outcome of the Arbitration described below.

this matter is scheduled for March 2021.

or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to Arbitrate and Demand for Arbitration

(the “Arbitration”) with the American Arbitration Association in New York, and to the Respondents thereto:

Silvija Valleru;

Shirisha Janumpally (individually and in her capacity as trustee of Judos Trust);

Kalyan Pathuri (individually

in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”).

The Arbitration alleges that the

Respondents breached the Merger Agreement in a number of significant respects and committed fraud in connection with the Merger.

The Company is seeking damages which if granted will likely be the remedy set forth within the Merger Agreement which is in whole

or in part shares of Company Common Stock received by the Respondents in connection with the Merger.

The Company has brought a

motion to compel the Arbitration which is currently being decided by the Federal Courts in New York.

The Company believes a strong

basis for the motion exists, but no assurance can be given that it will be granted.

Regardless, the Company intends to pursue

claims under the Merger Agreement in whatever venue is required.

June 12, 2020, Igly Trust, a Vivos entity, asked the Texas court for an injunction requiring the Company to provide a shareholder

list and to hold a shareholder meeting.

On October 20, 2020, the Texas court denied the injunction but, incongruously, dismissed

all the Vivos plaintiffs for lack of personal jurisdiction.

The Company appealed the dismissal because the court had jurisdiction

over Igly Trust once it made affirmative claims in Texas and because the Court’s order denying the injunction is an important

precedent for establishing that the directors under Texas law retain control of shareholder lists and determining the timing of

shareholder meetings.

December 23, 2020, at a hearing in the Maryland District Court, a motion by the Vivos Group to compel a shareholder

meeting was summarily dismissed.

The judge agreed with the Company that permitting the 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 regarding these matters over a two-week period starting on October

4, 2021, absent any COVID-19 disruptions that could affect scheduling.

Company’s authorized capital stock consists of 300,000,000 shares of common stock, with no par value.

4 unchanged sentences

November 9, 2016, Vivos Holdings LLC ( “

Vivos LLC ”

), a related party affiliate and

former owner of Maslow Media Group , acquired 100% of the Company through a stock acquisition exchange for a purchase price

Vivos ”

), a related party affiliate and former owner

of Maslow Media Group, acquired 100% of the Company through a stock acquisition exchange for a purchase price of $1,750.

was paid at settlement with proceeds from the Company and also entered into a promissory note to pay the remaining $350.

The promissory note was to be paid in twenty-four equal installments, including interest at 4.5%, in the amount of approximately

$15, commencing six months after closing with the last payment on March 1, 2019;

these payments were paid by the Company on behalf

of Vivos LLC.

Vivos LLC subsequently entered into a promissory note receivable with the Company, described below,

The promissory

note was to be paid in twenty-four equal installments, including interest at 4.5%, in the amount of approximately $15, commencing

six months after closing with the last payment on March 1, 2019;

these payments were paid by the Company on behalf of the Vivos

Vivos Holdings subsequently entered into a promissory note receivable with the Company, described below,

for the full stock purchase price.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

connection with the transaction described in above, the Company was required to pay management fees to Vivos.

Payments commenced

on March 1, 2017 and were payable monthly in the amount of $20.

In 2018, the Company offset management fees payable against accrued

interest income on the related party receivable from Vivos.

Effective on January 1, 2019, management fees paid to Vivos were suspended.

Total management fees for the years ending December 31, 2019 and 2018 were $0 and $260, respectively.

Company has notes receivable from Vivos and VREH, a member of Vivos, both related party affiliates.

connection with the stock purchase agreement noted above, on November 15, 2016, the Company executed a promissory note receivable

with Vivos in the amount of $1,400.

As defined by the agreement, the loan consists of two periods, whereby the first period from

November 15, 2016 until September 30, 2018, no principal or interest payments were required.

Interest will accrue monthly and

a new loan in the amount of $1,773 will be subject to a second loan period.

During the second loan period, interest shall be paid

in twenty equal consecutive payments, quarterly.

The Company has notes receivable from Vivos

Holdings and VREH, a member of the Vivos Group, both related party affiliates.

In connection with the stock purchase agreement

noted above, on November 15, 2016, the Company executed a promissory note receivable with Vivos Holdings in the amount

As defined by the agreement, the loan consists of two periods, whereby the first period from November 15, 2016 until

September 30, 2018, no principal or interest payments were required.

Interest will accrue monthly and a new loan in the amount

of $1,773 will be subject to a second loan period.

During the second loan period, interest shall be paid in 20 equal consecutive

payments, quarterly.

Principal plus any unpaid interest is due September 20, 2023.

Interest during

both loan periods accrues at a rate of 2.5%.

Additionally, monthly payments of $15 are made on behalf of Vivos to the seller by

These payments, plus any other payments made by the Company on behalf of Vivos, are added to the principal balance

Interest during both loan periods accrues at

a rate of 2.5%.

Additionally, monthly payments of $15 are made on behalf of Vivos Holdings to the seller by the Company.

These payments, plus any other payments made by the Company on behalf of Vivos Holdings, are added to the principal balance

of the promissory note receivable.

In 2018, all quarterly interest payments to be made in phase 2 were offset by the management

fees due to Vivos.

As of December 31,2019 and 2018, the total outstanding balances were $2,666 and $2,569, which includes accrued

interest receivable of $162 and $94, respectively.

June 12, 2019, Maslow entered into a Personal Guaranty agreement with Dr.

Doki, pursuant to which Dr.

Naveen Doki personally guaranteed

to Maslow repayment of $3,000 of the balance of the Promissory Note issued to Vivos on November 15, 2017 within the 2019 calendar

year via cash, stock, or other business assets acceptable to the Company.

Doki is a 5% or greater beneficial holder of Company

Common Stock, and therefore is a related party.

As of February 2020, the Company filed a lawsuit against the majority stockholder,

pursuant to the personal guaranty agreement for defaulting on the outstanding notes receivables.

November 15, 2017, the Company executed an intercompany promissory note receivable with VREH in the amount of $772.

by the agreement, the loan consists of two periods, whereby the first period from November 15, 2017 until March 31, 2018, no principal

or interest payments are required.

During the first loan period, interest accrued monthly and a new loan amount of $781 will be

subject to a second loan period.

During the second period, interest is payable in 20 equal consecutive installments and the principal

balance plus accrued and unpaid interest is due March 31, 2023.

fees due to Vivos Holdings.

As of December 31, 2020, and 2019, the total outstanding balances were $2,736 and $2,666,

which includes accrued interest receivable of $229 and $162, respectively.

On November 15, 2017, the Company executed

an intercompany promissory note receivable with VREH in the amount of $772.

As defined by the agreement, the loan consists of

two periods, whereby the first period from November 15, 2017 until March 31, 2018, no principal or interest payments are required.

During the first loan period, interest accrued monthly and a new loan amount of $781 will be subject to a second loan period.

During the second period, interest is payable in 20 equal consecutive installments and the principal balance plus accrued and

unpaid interest is due March 31, 2023.

Interest during both periods accrues at a rate of 3.5% annually.

In 2018, all quarterly interest payments to be made in Phase 2 were offset by the management fees due to Vivos.

In 2018, all quarterly

interest payments to be made in Phase 2 were offset by the management fees due to Vivos Holdings.

In addition, principal

payments totaling $30 were made by Vivos.

As of December 31, 2019, and 2018, the total outstanding balance was $772 and $746,

respectively.

This December 31, 2019 balance was eliminated during consolidation of the VIE.

AND SUBSIDIARIES

payments totaling $30 were made by Vivos Holdings.

As of December 31, 2020, and 2019, the total outstanding balance was

$753 and $772, respectively.

On June 12, 2019, Maslow entered into

a Personal Guaranty agreement with Mr.

Doki, pursuant to which Mr.

Naveen Doki personally guaranteed to Maslow the repayment of

$3,000 of the balance of the Promissory Note issued to Vivos on November 15, 2017 within the 2019 calendar year via cash, stock,

or other business assets acceptable to the Company.

Doki is a 5% or greater beneficial holder of Company Common Stock, and

therefore is a related party.

As of February 2020, the Company filed a lawsuit against the majority stockholder, pursuant to the

personal guaranty agreement for defaulting on the outstanding notes receivables.

In summary the Vivos Holdings receivable

totaled $4,169 on December 31, 2019 which included $2,007 of additional borrowings over the period between November 2016 and December

As of December 31, 2020, the receivable totaled $4,258.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

September 5, 2019, Maslow entered into a Secured Promissory Note agreement with Vivos, pursuant to which Maslow issued a secured

promissory note to Vivos in the principal amount of $750.

The note bears interest at 2.5% per year and requires Vivos to make

monthly payments to Maslow of $10 beginning December 1, 2019, with balance due and payable on November 1, 2026.

Upon an event

of default, which occurs upon failure of Vivos to make any monthly payment due under the terms of the note, Maslow has the right

to declare the entire unpaid balance of the note due and payable.

The note is secured by 30,000,000 shares of Company Common Stock,

which is due and payable upon a default by Vivos, which occurs upon failure of Vivos to make any monthly payment due under the

terms of the note.

In addition, both Naveen Doki and Silvija Valleru personally guaranty the repayment of the note by Vivos.

Doki and Silvija Valleru are beneficial owners of Vivos and are also 5% or greater beneficial owners of Company Common Stock.

As of December 31, 2019, the total outstanding balance was $752, which includes interest of $2.

September 5, 2019, Maslow entered into a Secured Promissory Note agreement with Vivos Holdings, pursuant to which Maslow

issued a secured promissory note to Vivos in the principal amount of $750.

The note bears interest at 2.5% per year and requires

Vivos Holdings to make monthly payments to Maslow of $10 beginning December 1, 2019, with balance due and payable on November

Upon an event of default, which occurs upon failure of Vivos Holdings to make any monthly payment due under the

terms of the note, Maslow has the right to declare the entire unpaid balance of the note due and payable.

The note is secured

by 30,000,000 shares of Company Common Stock, which is due and payable upon a default by Vivos, which occurs upon failure of Vivos

to make any monthly payment due under the terms of the note.

In addition, both Naveen Doki and Silvija Valleru personally guaranty

the repayment of the note by Vivos Holdings.

Naveen Doki and Silvija Valleru are beneficial owners of Vivos Holdings

and are also 5% or greater beneficial owners of Company Common Stock.

As of December 31, 2020, and 2019, the total

outstanding balance was $769 and $752, respectively which includes interest of $19 and $2 respectively.

Settlement Agreements

July 10, 2018, Vivos executed a receivable financing agreement with a financial institution and agreed to remit $670 of accounts

receivable over a six-month period through daily remittances of $5 in exchange for $485.

The agreement is guaranteed by Vivos,

both shareholders and Maslow.

In October 2018, Vivos defaulted on the agreement and on October 25, 2018, executed a settlement

agreement whereby the Maslow is to pay the outstanding balance over eleven installments with the final amount due August 31, 2019.

The total outstanding balance as of December 31, 2018 was $212.

As of December 31, 2019, there was no outstanding balance due.

July 5, 2018, Vivos executed a receivable financing agreement with a financial institution whereby Vivos agreed to remit $556

of accounts receivable over a six-month period through daily remittances of $4 in exchange for $400.

The agreement is guaranteed

by the Vivos, both majority shareholders and the Company.

In October of 2018, Vivos defaulted on the agreement and on January

On July 10, 2018, Vivos Holdings

executed a receivable financing agreement with a financial institution and agreed to remit $670 of accounts receivable over a

six-month period through daily remittances of $5 in exchange for $485.

The agreement is guaranteed by Vivos Holdings, both

shareholders and Maslow.

In October 2018, Vivos defaulted on the agreement and on October 25, 2018, executed a settlement agreement

whereby Maslow was to pay the outstanding balance over eleven installments with the final amount due August 31, 2019.

outstanding balance as of December 31, 2018 was $212.

As of December 31, 2020, and 2019, there was no outstanding balance

On July 5, 2018, Vivos Holdings executed

a receivable financing agreement with a financial institution whereby Vivos Holdings agreed to remit $556 of accounts receivable

over a six-month period through daily remittances of $4 in exchange for $400.

The agreement was guaranteed by Vivos Holdings,

it’s shareholders and the Company.

In October of 2018, Vivos Holdings defaulted on the agreement and on January

24, 2019, executed a settlement agreement whereby the Company is to pay the outstanding balance over eight installments with the

final amount due August 31, 2019.

On July 10, 2018, the Company (as a “merchant”) and Vivos (as a “owner/guarantor”)

entered into a receivable financing agreement with Kinetic Direct Funding LLC pursuant to which the Company and Vivos agreed to

remit $670 of the Company’s accounts receivable over a six-month period through daily remittances of $5 in exchange for

$485 (the “Kinetic Financing Agreement”).

The agreement is guaranteed by Vivos as well as Naveen Doki in his individual

capacity, and an owner of Vivos.

In October of 2018, there was a default under the Kinetic Financing Agreement by Vivos.

25, 2018, the Company, Naveen Doki, Silvija Valleru, and Vivos (among other entities) entered into a settlement agreement with

Kinetic Direct Funders LLC in relation to default of the Kinetic Financing Agreement whereby the Company is to pay the outstanding

balance over eleven installments with the final amount due August 31, 2019.

On April 10, 2019, the settlement agreement was amended

extending the remaining payment term to July 15, 2020.

The Company has a binding and enforceable agreement with certain shareholders

permitting the Company to liquidate up to the full amount of the Company’s equity held by such shareholders in order to

satisfy the shareholders’

On July 10, 2018, the Company (as a “merchant”) and Vivos Holdings (as a

“owner/guarantor”) entered into a receivable financing agreement with Kinetic Direct Funding LLC pursuant to which

the Company and Vivos Holdings agreed to remit $670 of the Company’s accounts receivable over a six-month period

through daily remittances of $5 in exchange for $485 (the “Kinetic Financing Agreement”).

The agreement is guaranteed

by Vivos Holdings as well as Naveen Doki in his individual capacity, and an owner of Vivos Holdings.

of 2018, there was a default under the Kinetic Financing Agreement by Vivos Holdings.

On October 25, 2018, the Company,

Naveen Doki, Silvija Valleru, and Vivos Holdings (among other entities) entered into a settlement agreement with Kinetic

Direct Funders LLC in relation to default of the Kinetic Financing Agreement whereby the Company is to pay the outstanding balance

over eleven installments with the final amount due August 31, 2019.

On April 10, 2019, the settlement agreement was amended extending

the remaining payment term to July 15, 2020.

The Company has a binding and enforceable agreement with certain shareholders permitting

the Company to liquidate up to the full amount of the Company’s equity held by such shareholders in order to satisfy the

shareholders’

obligations under the Settlement Agreements.

The total outstanding balance owed by the Company

as of December 31, 2018 was $231.

As of October 31, 2019, the Company has paid its portion of the outstanding balance due under

the settlement agreement in full.

August 10, 2017, Vivos executed a receivable advance agreement with Argus Capital Funding.

The Company received a net advance

of $487 in exchange for $705 of the Company’s accounts receivable.

As of October 31, 2019, the Company has paid its portion of the

outstanding balance due under the settlement agreement in full.

On August 10, 2017, Vivos Holdings executed

a receivable advance agreement with Argus Capital Funding.

The Company received a net advance of $487 in exchange for $705 of the Company’s

accounts receivable.

Included in this loan is a fee of $218.

The agreement

was refinanced on November 15, 2017, when Vivos, and Vivos Acquisitions, LLC, via Dr.

Naveen Doki and Dr.

Silvija Valleru entered

into an agreement with CC Business Solutions, a division of Credit Cash NJ, LLC (“Credit Cash”) pursuant to which

Credit Cash advanced to the Company $600 in exchange for $780 of the Company’s accounts receivable, to be repaid fully by

approximately May 20, 2019 (the “Maslow Credit Facility”).

AND SUBSIDIARIES

The agreement was refinanced on November 15, 2017, when Vivos Holdings,

and Vivos Acquisitions, LLC, via Mr.

Naveen Doki and Mrs.

Silvija Valleru entered into an agreement with CC Business

Solutions, a division of Credit Cash NJ, LLC (“Credit Cash”) pursuant to which Credit Cash advanced to the Company $600 in

exchange for $780 of the Company’s accounts receivable, to be repaid fully by approximately May 20, 2019 (the “Maslow Credit

Facility”).

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

addition, pursuant to the same agreement, Credit Cash advanced to Healthcare Resource Network, a company owned by Vivos (“HCRN”)

a credit facility in the principal amount of $1,005 (“HCRN Credit Facility”).

Each of Maslow, Vivos, Vivos Acquisitions,

Naveen Doki and Dr.

addition, pursuant to the same agreement, Credit Cash advanced to Healthcare Resource Network, a company owned by the Vivos Group

(“HCRN”) a credit facility in the principal amount of $1,005 (“HCRN Credit Facility”).

Each of Maslow, Vivos

Holdings, Vivos Acquisitions, LLC, Mr.

Naveen Doki and Mrs.

Silvija Valleru guaranteed the HCRN Credit Facility.

To secure repayment of their guarantee obligations,

the Company and Vivos granted to Credit Cash a security interest in all their assets.

On September 14, 2018, the Company defaulted

on the Maslow Credit Facility.

In addition, on same date, the HCRN Credit Facility went into default.

As a result, repayment on

both facilities was accelerated, with the full balance for each becoming immediately due and payable.

On December 10, 2018, the

Company, Vivos, Vivos Acquisitions, LLC, Dr.

Doki, and Dr.

Valleru and Credit Cash entered into a settlement agreement in connection

the November 15, 2017 agreement to govern the terms of the repayment of the HCRN Credit Facility and Maslow Credit Facility.

to the settlement agreement, the Company agreed to pay $10 per week until the entire balance of the Maslow Credit Facility was

Pursuant to a subsequent agreement dated May 17, 2019 not involving the Company, Vivos and Vivos Acquisitions, LLC agreed

to fully repay the HCRN Credit Facility via quarterly payments beginning June 30, 2019.

The HCRN Credit Facility is still being

repaid by Vivos, and as of October 29, 2019, has an outstanding balance of approximately $635.

The Company has a binding and enforceable

agreement with certain shareholders permitting Maslow to liquidate up to the full amount of Maslow equity held by such shareholders

in order to satisfy the shareholders’

To secure repayment of their guarantee obligations, the Company and Vivos Holdings granted to Credit Cash a security interest

in all their assets.

On September 14, 2018, the Company defaulted on the Maslow Credit Facility.

In addition, on same date, the HCRN

Credit Facility went into default.

As a result, repayment on both facilities was accelerated, with the full balance for each becoming

immediately due and payable.

On December 10, 2018, the Company, Vivos Holdings, Vivos Acquisitions, LLC, Mr.

Valleru and Credit Cash entered into a settlement agreement in connection the November 15, 2017 agreement to govern the terms

of the repayment of the HCRN Credit Facility and Maslow Credit Facility.

Pursuant to the settlement agreement, the Company agreed to

pay $10 per week until the entire balance of the Maslow Credit Facility was paid off.

Pursuant to a subsequent agreement dated May 17,

2019 not involving the Company, Vivos Holdings and Vivos Acquisitions, LLC agreed to fully repay the HCRN Credit Facility via

quarterly payments beginning June 30, 2019.

The HCRN Credit Facility is still being repaid by Vivos Holdings, and as of October

29, 2019, has an outstanding balance of approximately $635.

The Company has a binding and enforceable agreement with certain shareholders

permitting Maslow to liquidate up to the full amount of Maslow equity held by such shareholders in order to satisfy the shareholders’

obligations under the Settlement Agreements.

The total outstanding balance owed by

the Company as of December 31, 2018 was $351.

As of December 31, 2019, the Company has repaid the outstanding balance due for

the Maslow Credit Facility under the settlement agreement in full.

Party Relationships

October 29, 2019 prior to the Merger, pursuant to the Merger Agreement, Naveen Doki and Silvija Valleru became beneficial owners

of 207,384,793 and 51,844,970 shares of RLBY Common Stock, respectively, equal to 69.13% and 17.13% of the total number of shares

of RLBY Common Stock outstanding after giving effect to the Merger, respectively.

As of December 31, 2019, the Company had repaid the outstanding balance due for the Maslow

Credit Facility under the settlement agreement in full.

Party Relationships and Transactions

October 29, 2019, prior to the Merger, pursuant to the Merger Agreement, Naveen Doki and Silvija Valleru became beneficial owners of

206,606,528 and 51,652,908 shares of RLBY Common Stock, respectively, equal to 68.9% and 17.2% of the total

number of shares of RLBY Common Stock outstanding after giving effect to the Merger, respectively.

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.

June 27, 2019, prior to the Merger, Maslow entered into a Securities Purchase Agreement with Hawkeye Enterprises, Inc., a company

owned and controlled by Mark Speck, an officer and director of the Company.

Pursuant to this agreement, Maslow issued to Hawkeye

Enterprises 16,323 (on a post-Merger basis) shares of Company Common Stock, a warrant (as defined below) for 81,616 (on a post-Merger

basis) shares of Company Common Stock and a convertible promissory note of same date in the initial principal amount of $50, in

exchange for $50.

The note bears interest at 12% per year, with balance due and payable on June 27, 2020.

As of December 31, 2019,

the amount under this agreement totaled to $53.

July 31, 2019 prior to the Merger, the Company entered into a Securities Purchase Agreement with the same officer and director

owned and controlled by Mark Speck, an officer and then director of the Company.

Pursuant to this agreement, Maslow issued to

Hawkeye Enterprises 16,323 (on a post-Merger basis) shares of Company Common Stock, a warrant (as defined below) for 81,616 (on

a post-Merger basis) shares of Company Common Stock and a convertible promissory note of same date in the initial principal amount

of $50, in exchange for $50.

The note bore interest at 12% per year, with the balance of $56 paid in full on June 26, 2020.

July 31, 2019, prior to the Merger, the Company entered into a Securities Purchase Agreement with the same officer and then director

discussed above.

1 unchanged sentence

shares of Company Common Stock and a convertible promissory note of same date in the initial principal amount of $50, in exchange

The note bears interest at 12% per year, with balance due and payable on July 31, 2020.

As of December 31, 2019, the

amount under this agreement totaled to $53.

AND SUBSIDIARIES

The note bore interest at 12% per year, with balance of $56 paid in full on August 4, 2020.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

July 31, 2019 prior to the Merger, the Company entered into a Securities Purchase Agreement with Nick Tsahalis, an executive officer

and director of the Company.

Pursuant to this agreement, the Company issued to this individual 32,646 (on a post-Merger basis)

shares of RLBY Common Stock, and a Warrant to purchase 16,323 (on a post-Merger basis) shares of the RLBY Common Stock, and a

Convertible Promissory Note of same date in the initial principal amount of $100, in exchange for $100.

The note bears interest

at 12% per year, with balance due and payable on July 31, 2020.

As of December 31, 2019, the amount totaled to $105.

July 31, 2019, prior to the Merger, the Company entered into a Securities Purchase Agreement with Nick Tsahalis, an executive

officer and director of the Company.

Pursuant to this agreement, the Company issued to this individual 32,646 (on a post-Merger

basis) shares of RLBY Common Stock, and a Warrant to purchase 16,323 (on a post-Merger basis) shares of the RLBY Common Stock,

and a Convertible Promissory Note of same date in the initial principal amount of $100, in exchange for $100.

The note bore interest

at 12% per year, with balance of $112 becoming due and paid on July 31, 2020.

September 18, 2019, in anticipation of the closing of the Merger and intending that it be assumed by Maslow after the closing

6 unchanged sentences

Hawkeye for the deposit.

The reimbursement took place on May 8, 2020 and totaled $83.

term “warrant”

19 unchanged sentences

low probability at this juncture in receiving the $5,000 trigger.

December 1, 2019, the Company acquired assets of IQS from Vivos Holdings Inc.

as described in Note 4 above.

15 - EMPLOYEE BENEFIT PLAN

3 unchanged sentences

not match employee contributions.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

16 unchanged sentences

Video and Multimedia Production

MORTGAGE LOAN ON REAL ESTATE

described in Note 11, VREH executed a mortgage loan for the purchase of the property at 22 Baltimore Rd., Rockville, Maryland

with the Company as a guarantor of this loan on January 22, 2018.

The loan was in the amount of $1,875 with an interest rate of

4.5% annually for the first 60 months of the loan and changes to 5.25% annually on January 28, 2023 for 59 months.

payments during repayment period is $11 with a lump sum payment of $1,393 on December 28 th , 2027.

The outstanding balance

on this mortgage loan as of December 31, 2019 was $1,790.

mortgage loan as of December 31, 2019 is as follows:

Mortgage Loan

Less current portion of mortgage loan payable

Mortgage loan payable, net of current portion

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands)

future maturities of the mortgage loan for the next five years and thereafter is as follows:

Years Ending December 31:

17- SUBSEQUENT EVENTS

Company has evaluated subsequent events after the balance sheet date of December 31, 2019 through April 29, 2020, the date

on which the consolidated financial statements were available to be issued.

Company has evaluated subsequent events after the balance sheet date of December 31, 2020 through March 16, 2020, the date on

which the consolidated financial statements were available to be issued.

Based upon this evaluation, management has determined

1 unchanged sentence

financial statements, except as follows:

January 2020, a new agreement was negotiated with Triumph, increasing the maximum advance total to $7,000, lowering advance rate

from 18 basis points to 15 and the interest rate from prime plus 2.5% to prime plus 2%.

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% down to 4%.

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

Holdings, LLC, Vivos Real Estate Holdings, LLC and Naveen Doki, to enforce the Company’s rights under certain promissory

notes and a personal guarantee made by the defendants.

The case is proceeding.

The Company believes that it will be granted a

judgment in its favor.

February 2020, Maslow took out a $250 6-month term loan from Triumph at 10% APR, in order to meet its cash obligations.

February 28, 2020, On Healthcare Resource Network, LLC filed a complaint against the Company in the Circuit Court of Montgomery

County, Maryland.

The plaintiff has not specified any alleged damage caused by Maslow and the Company believes any claims are

without merit.

March 31, 2020, Maslow terminated the IQS factoring agreement with Wilco Capital Management.

early 2020, the World Health Organization declared the coronavirus outbreak as a pandemic.

The impact of the COVID-19 pandemic

on the Company and its clients continues to evolve and is expected to adversely impact its profitability, cash, assumptions and

April 30, 2020, the Company terminated the related party lease held with VREH.

March 4, 2021, Maslow Media Group submitted an application with the SBA for 100% forgiveness of its PPP loan payable.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data