41 unchanged sentences
as defined under the rules of the OTC American:
−Removed: Hannah Bible and Larry Gaffey.
−Removed: On November 13, 2019, Hannah Bible was nominated
−Removed: and assumed the role of Chairperson.
−Removed: The authorized number of directors may be changed by resolution of our board of directors
−Removed: amending the applicable by-law provision.
−Removed: Vacancies on our board of directors can be filled by resolution of our board of directors.
+Added: Hannah Bible, Louis Parks, and John Chanaud.
+Added: On November 13, 2019, Hannah Bible
+Added: was nominated and assumed the role of Chairperson.
+Added: The authorized number of directors may be changed by resolution of our board
+Added: of directors amending the applicable by-law provision.
+Added: Vacancies on our board of directors can be filled by resolution of our
+Added: board of directors.
Leadership and Role in Risk Oversight
34 unchanged sentences
overseeing the risk management process.
−Removed: Audit Committee consists of Hannah Bible and Larry Gaffey (Chairman).
+Added: Audit Committee consists of John Chanaud (Chairman), Hannah Bible and Louis Parks.
We believe that each qualifies as independent directors
according to the rules and regulations of the SEC and OTC American with respect to audit committee membership.
−Removed: We also believe
−Removed: Gaffey qualifies as our “audit committee financial expert,”
−Removed: as such term is defined in Item 407(d)(5)(ii)
−Removed: of Regulation S-K.
−Removed: Our board of directors has adopted a written charter for the Audit Committee, which is available on our corporate
−Removed: website under the investor relations tab at www.maslowmedia.com.
−Removed: The information on our website is not part of this Annual Report
−Removed: on Form 10-K.
+Added: We also believe that Mr.
+Added: Chanaud qualifies as our “audit committee financial expert,”
+Added: as such term is defined in Item 407(d)(5)(ii) of Regulation
+Added: Our board of directors has adopted a written charter for the Audit Committee, which is available on our corporate website under
+Added: the investor relations tab at www.maslowmedia.com.
+Added: The information on our website is not part of this Annual Report on Form 10-K.
Compensation Committee is responsible for, among other matters:
16 unchanged sentences
management engaged a compensation consultant with respect to Fiscal 2020.
−Removed: Compensation Committee consists of Hannah Bible and Larry Gaffey.
−Removed: Our board of directors has adopted a written charter for the
−Removed: Compensation Committee.
+Added: Compensation Committee consists of Hannah Bible, Louis Parks and John Chanaud.
+Added: Our board of directors has adopted a written charter
+Added: for the Compensation Committee.
+Added: and Corporate Governance Committee
+Added: Nominating and Corporate Governance Committee is charged with the responsibility of ensuring a corporate governance framework
+Added: is in place and provides oversight and guidance thereof, while also attracting and securing top talent for leadership positions.
+Added: Committee is responsible for the following Nomination activities;
+Added: (1) review our policies and ensure they are equipped with clear
+Added: selection criteria;
+Added: (2) determine criteria for director and executive officer qualifications (3) recommend to the Board candidates
+Added: for election by the Board to fill vacancies occurring on the Board or corporate officers;
+Added: (4) Consider stockholders’
+Added: in accordance with applicable rules and regulations and develop procedures regarding the nomination process as required by the
+Added: federal securities laws and the rules and regulations of the SEC and Nasdaq;
+Added: (5) Make recommendations to the Board concerning
+Added: the selection criteria to be used by the Nominating and Corporate Governance Committee in seeking nominees for election to the
+Added: and (6) Assist in attracting qualified candidates to serve on the Board and interview and otherwise assist in the screening
+Added: of such candidates
+Added: Committee is responsible for the following Corporate Governance Matters:(1) Develop and recommend to the Board corporate governance
+Added: guidelines applicable to the Company;
+Added: (2) Review board size, composition and structure;
+Added: (3) oversee areas of authority, segregation
+Added: checks and balances;
+Added: political spending, diversity, corporate social responsibility, communications, proxy filings
+Added: and other stakeholder areas.
+Added: (4) Review any issues relating to conflicts of interests and (in conjunction with the Audit Committee
+Added: of the Board as necessary or appropriate) all related party transactions in accordance with SEC and Nasdaq requirements, and report
+Added: the same to the Board;
+Added: and (5) perform annual board evaluations;
board of directors may establish other committees, including a Strategic Advisory Committee, as it deems necessary or appropriate
3 unchanged sentences
Director and Chairwoman,
+Added: Compensation Committee (Chair), Audit Committee, Nominating and Corporate Governance Committee
Bible is a Director of the Company and has served in such capacity since April 25, 2014.
−Removed: Bible is Vice
−Removed: President of Legal at Digirad Corporation (“DRAD”) since October 2019.
−Removed: She has also served the subsidiaries of DRAD
−Removed: as Chief Financial Officer and in-house counsel to Lone Star Value Management, LLC (“Lone Star Value Mgmt.”), and
−Removed: VP-Finance to ATRM Holdings, Inc.
+Added: Bible is Vice President of Legal
+Added: at Digirad Corporation (“DRAD”) since October 2019.
+Added: She has also served the subsidiaries of DRAD as Chief Financial
+Added: Officer and in-house counsel to Lone Star Value Management, LLC (“Lone Star Value Mgmt.”), and VP-Finance to ATRM
+Added: Holdings, Inc.
since April 2019.
−Removed: Bible has over 15 years of combined legal and accounting experience across
−Removed: a variety of industries.
+Added: Bible has over 15 years of combined legal and accounting experience across a variety of industries.
From May 2016 through August 2017 Ms.
1 unchanged sentence
CRDS, now OTC:
−Removed: CRSS), a data storage company.
+Added: CRSS), a data
+Added: storage company.
Prior to joining Lone Star Value Mgmt.
in June 2014, Ms.
−Removed: Bible was the Director
−Removed: of Finance/CFO at Trinity Church in Greenwich, CT.
+Added: Bible was the Director of Finance/CFO at Trinity Church
+Added: in Greenwich, CT.
From October 2011 to December 2012, Ms.
−Removed: Bible served as a legal advisor to
−Removed: RRMS Advisors, a company providing advisory and due diligence services to banking and other institutions with high risk assets.
−Removed: From June 2009 to December 2013, Ms.
−Removed: Bible advised family fund and institutional clients of International Consulting Group, Inc.,
−Removed: and its affiliates within the Middle East on matters of security, corporate governance, and U.S.
+Added: Bible served as a legal advisor to RRMS Advisors, a company providing
+Added: advisory and due diligence services to banking and other institutions with high-risk assets.
+Added: From June 2009 to December
+Added: Bible advised family fund and institutional clients of International Consulting Group, Inc., and its affiliates within
+Added: the Middle East on matters of security, corporate governance, and U.S.
legal compliance.
−Removed: Bible served within the U.N.
−Removed: General Assembly as a diplomatic advisor to the Asian-African Legal Consultative Organization,
−Removed: a permanent observer mission to the United Nations.
−Removed: Bible has also taught as an Adjunct Professor at Thomas Jefferson School
−Removed: of Law, within the International Tax and Financial Services program.
+Added: From 2006 to 2008, Ms.
+Added: Bible served within
+Added: General Assembly as a diplomatic advisor to the Asian-African Legal Consultative Organization, a permanent observer mission
+Added: to the United Nations.
+Added: Bible has also taught as an Adjunct Professor at Thomas Jefferson School of Law, within the International
+Added: Tax and Financial Services program.
Prior to this Ms.
−Removed: Bible held various accounting positions
−Removed: with Samaritan’s Purse, a large $300MM+ 501(c)(3) organization dedicated to emergency relief and serving the poor worldwide.
+Added: Bible held various accounting positions with Samaritan’s Purse, a
+Added: large $300MM+ 501(c)(3) organization dedicated to emergency relief and serving the poor worldwide.
Previously, Ms.
−Removed: Bible served as a director of AMRH Holdings, Inc.
+Added: as a director of AMRH Holdings, Inc.
(formerly Spatializer Audio Laboratories).
−Removed: an LLM in Tax from New York University School of Law, a JD with honors from St.
−Removed: Thomas University School of Law, and a BBA in
−Removed: Accounting from Middle Tennessee State University.
+Added: Bible earned an LLM in Tax from New York University
+Added: School of Law, a JD with honors from St.
+Added: Thomas University School of Law, and a BBA in Accounting from Middle Tennessee State
Director Since:
Committees Served:
−Removed: Audit Committee (Chair), Compensation Committee (Chair), Nominating and Corporate Governance Committee (Chair)
−Removed: Gaffey, age 63, has served as Chief Financial Officer of Old Dominion Strategies, LLC, a service-disabled veteran-owned small
−Removed: business, since 2017.
−Removed: In addition, since 2012, he has been Managing Member of Gaffey Deane & Talley, LLC, a CPA firm.
−Removed: Gaffey has also served as Chief Financial Officer of Crisis1, a service-disabled veteran-owned small business.
−Removed: has over 40 years of experience as a certified public accountant, chief executive officer or chief financial officer.
−Removed: from the United States Air Force Academy and received a B.A.
−Removed: in Accounting from Michigan State University.
+Added: Audit Committee, Nominating and Corporate Governance Committee (Chair)
+Added: Parks is Managing Member at Tyro Capital Management LLC, a New York City-based equity hedge fund, serving as the firm’s
+Added: Parks has spent over 30 years on Wall Street in various capacities of senior management.
+Added: His responsibilities
+Added: have included overseeing large work forces, managing risk, equity trading, implementing compliance and ethics protocols, client
+Added: interface, marketing and revenue production.
+Added: In addition, he is an investor who focuses on deploying capital and providing expertise
+Added: to small companies both independently and through his partnership stake in Metropolitan Business Funding, LLC.
+Added: Parks was previously
+Added: Senior Managing Director, Head of Equities at CL King & Associates as well as Senior Managing Director, Head of Equity Trading
+Added: at Raymond James Financial.
+Added: Parks began his career as an institutional equity sales trader covering both domestic and international
+Added: accounts for Morgan Stanley & Company, Sanford C.
+Added: Bernstein & Company and Merrill Lynch & Company.
+Added: Parks holds Master of Business Administration and Master of Arts degrees from Columbia University, as well as Bachelor of Arts
+Added: degrees from Columbia University, magna cum laude, Phi Beta Kappa and New York University, cum laude.
+Added: In 2000, he established
+Added: Parks Fellowship in Classics at the Graduate School of Arts & Sciences at Columbia University to provide scholarship
+Added: funding to graduate students studying ancient Greek & Roman history, language and culture.
+Added: Parks serves on several for-profit and not-for-profit boards including Reliability, Inc., Ensconce Capital Advisors, Atlas Health
+Added: Holdings, the League Education & Treatment Center (a school for autistic children and adults), Friends of the Bronxville Public
+Added: Library (past treasurer and president), the Graduate School of Arts & Sciences Alumni Board at Columbia University (past fundraising
+Added: chair and president), the Columbia University Alumni Trustee Nominating Committee (past chair) and The East 86th Street Association.
+Added: was a recipient of Columbia University’s 2018 Alumni Medal as well as a recipient of the Dean’s Distinguished Alumni
+Added: Award in 2010.
Director Since:
Committees Served:
−Removed: Strategic Advisory
+Added: Audit Committee (Chair), Compensation Committee, Nominating and Corp Governance Committee
+Added: Chanaud is Vice President and Chief Financial Officer of The Bernstein Companies an 85-year-old Washington, DC based real estate
+Added: development, management and investment firm where his primary responsibility is financial oversight and planning for the
+Added: Company, its subsidiaries, and operating divisions.
+Added: The Bernstein Companies invests in, develops, and operates multi-family properties,
+Added: office buildings, hotels and mixed-use projects, as well as operates a structured finance division managing tax credit investments
+Added: across the country.
+Added: During his time as VP & CFO the Company has had direct ownership interest in projects totaling over $3B,
+Added: both through institutional investment funds and its own private portfolio.
+Added: In addition, TBC’s structured finance division
+Added: has directed another $2B+ in investments nationwide.
+Added: Prior to joining Bernstein in 1997, Mr.
+Added: Chanaud served for over 10 years
+Added: as a Certified Public Accountant with a regional CPA firm.
+Added: Chanaud is a member of the American Institute of Certified
+Added: Public Accountant’s and the Maryland Association of CPA’s.
+Added: He is a 1986 graduate of Towson University with
+Added: a BS degree in Accounting.
+Added: Director Since:
+Added: Committees Served:
+Added: Nominating and Corp Governance Committee
Tsahalis began serving as President and Chief Executive Officer of Maslow Media Group Inc.
13 unchanged sentences
over 22 years of experience as an operational leader, covering accounting and finance, IT, Human Resources and business development.
−Removed: Director Since:
−Removed: Committees Served:
−Removed: Speck joined as CFO of Maslow Media Group in April 2019, worked closely with Maslow CEO Nick Tsahalis on the success of the Reverse
−Removed: Merger with the shell company Reliability and was named CFO and Secretary of Reliability at conclusion of agreement on October
−Removed: Prior to joining Reliability, Mr.
−Removed: Speck was the CFO of for 2 years with Hawkeye Enterprises and Specktrum, LLC, the
−Removed: former a startup with an M&A growth plan.
−Removed: Speck was North American CFO and later the Chief Compliance and Audit
−Removed: Officer at CPA Global where he had a profound impact on the success of a multi-faceted technology and professional service firm
−Removed: providing lifecycle intellectual property management.
−Removed: He has over three decades of experience in corporate accounting and finance,
−Removed: including expertise in mergers and acquisitions, corporate strategy formation and execution, SEC reporting, Sarbanes Oxley compliance,
−Removed: organizational and process optimization, and all phases of audit, tax, and reporting.
−Removed: Additionally, he has experience working
−Removed: with various classes of investors and raising capital for growth initiatives.
board of directors appoints our executive officers and updates the executive officer positions as needed throughout the fiscal
2 unchanged sentences
following table sets forth certain information with respect to our executive officers as of the date of this Annual Report:
+Added: and Chief Executive Officer
Financial Officer and Secretary
−Removed: Company is establishing a Code of Business Ethics and Corporate Conduct (the “Code of Conduct”) appropriate to the
−Removed: post-Merger company and expects to have the Code of Conduct approved in April 2020.
−Removed: Upon approval the Company will file a Current
−Removed: Report on Form 8-K containing the Code of Conduct and it will also make the Code of Conduct available on our website at www.maslowmedia.com.
−Removed: If we amend or grant a waiver of one or more of the provisions of our Code of Business Ethics and Corporate Conduct, we intend
−Removed: to satisfy the requirements under Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of
−Removed: our Code of Conduct that apply to our principal executive, financial and accounting officers by posting the required information
−Removed: on our website at the above address.
+Added: Company is establishing a Code of Business Ethics and Corporate Conduct (the “Code of Conduct”) and expects to have
+Added: the Code of Conduct approved in April 2021.
+Added: Upon approval, the Company will file a Current Report on Form 8-K containing the Code
+Added: of Conduct and it will also make the Code of Conduct available on our website at www.maslowmedia.com.
+Added: If we amend or grant a waiver
+Added: of one or more of the provisions of our Code of Business Ethics and Corporate Conduct, we intend to satisfy the requirements under
+Added: Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Conduct that apply to
+Added: our principal executive, financial and accounting officers by posting the required information on our website at the above address.
Our website is not part of this Annual Report on Form 10-K.
2 unchanged sentences
named executive officers for Fiscal 2020 are:
−Removed: Tsahalis, our President
+Added: Tsahalis, our President and Chief Executive Officer
Speck, our Chief Financial Officer and Secretary
3 unchanged sentences
Compensation Table
−Removed: following table presents compensation information for our named executive officers with respect to Fiscal 2019.
−Removed: These structures
−Removed: are based on Maslow agreements with Vivos when Vivos owned Maslow before the merger.
+Added: following table presents compensation information for our named executive officers with respect to Fiscal 2020 and 2019.
+Added: structures are based on Maslow agreements with Vivos Holdings when Vivos Holdings owned Maslow before the Merger.
Principal Position
2 unchanged sentences
Non-qualified
−Removed: Nick Tsahalis President
−Removed: Mark Speck Chief Financial Officer and Secretary
−Removed: amounts for 2019 have not yet been determined.
−Removed: Compensation Committee has authority to pay a discretionary portion up to 50%
−Removed: of the executive officer’s base salary.
−Removed: car allowance and premium subsidy for medical benefits.
+Added: Nick Tsahalis President and Chief
+Added: Executive Officer
+Added: Mark Speck Chief Financial Officer and
+Added: amounts for 2020 have been deferred.
+Added: Compensation Committee has authority to pay a discretionary
+Added: portion up to 50% of the executive officer’s base salary.
+Added: Represents car allowance and premium subsidy for medical benefits.
+Added: Audit Committee ($)
+Added: Compensation Committee ($)
+Added: Nominating & Governance Committee ($)
+Added: Chairperson of the Board ($)
with Executive Officers
−Removed: President and the Chief Financial Officer of the Company have employment agreements with Maslow.
−Removed: is not a party to any employment agreements.
+Added: President and Chief Executive Officer and the Chief Financial Officer of the Company have employment agreements with Maslow.
forth below is a summary of the components of compensation payable to our non-management directors.
6 unchanged sentences
committee’s chaired or for presiding as chairperson of the board, due to cash constraints and unavailability of equity compensation.
−Removed: Audit Committee
−Removed: Compensation Committee
−Removed: Nominating & Governance Committee ($)
−Removed: Chairperson of the Board ($)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
following table sets forth information regarding the beneficial ownership of Company Common Stock as of March 17, 2021 by:
−Removed: person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of
−Removed: Company Common Stock;
+Added: person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of Company
+Added: Common Stock;
of our named executive officers and directors;
2 unchanged sentences
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
−Removed: Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all
−Removed: shares of our capital shown as beneficially owned, subject to applicable community property laws.
−Removed: number and percentage of shares beneficially owned by a person includes shares that may be acquired by such person within 60 days
−Removed: of February 4, 2019 through the exercise of vested options or warrants, while these shares are not counted as outstanding for
−Removed: computing the percentage ownership of any other person.
−Removed: as otherwise set forth below, the address of the persons below is c/o Reliability, 22 Baltimore RD.
−Removed: Rockville, MD 20850.
−Removed: Name and Address
−Removed: (Common Stock)
−Removed: of Class (Common Stock)
+Added: Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares
+Added: of our capital shown as beneficially owned, subject to applicable community property laws.
+Added: number and percentage of shares beneficially owned by a person includes shares that may be acquired by such person within 60 days of
+Added: March 16, 2021 through the exercise of vested options or warrants, while these shares are not counted as outstanding for computing the
+Added: percentage ownership of any other person.
+Added: as otherwise set forth below, the address of the persons below is c/o Reliability, 22505 Gateway Center Drive, P.O.
+Added: Box 71 Clarksburg,
+Added: Directly Owned
+Added: of Common Stock
Officers and Directors
−Removed: Mark Speck, 22 Baltimore Rd., Rockville, MD 20850
+Added: Mark Speck, 22505 Gateway Center Drive, P.O.
+Added: Box 71, Clarksburg, MD 20871
3,276,052 (1)
−Removed: Nick Tsahalis, 22 Baltimore Rd., Rockville, MD 20850
+Added: Nick Tsahalis, 22505 Gateway Center Drive, P.O.
+Added: Box 71, Clarksburg, MD 20871
All directors and executive officers as a group (2 persons)
−Removed: Naveen Doki, 3022 Williams Dr, Suite 100, Fairfax, VA 22031
+Added: 5% Holders (6)
202,634,728 (2)
−Removed: Silvija Valleru, 14520 Smoketown Rd., Woodbridge, VA 22192
+Added: Silvija Valleru
50,667,482 (3)
−Removed: Shirisha Janumpally, 3022 Williams Dr., Suite 100, Fairfax, VA 22031
+Added: Shirisha Janumpally
202,634,728 (4)
−Removed: Kalyan Pathuri, 6206 Colchester Rd, Fairfax, Virginia, 22030
+Added: Kalyan Pathuri
50,657,482 (5)
+Added: 5% Holders Totals
+Added: (1) Represents
(i) 3,014,882 shares held by Mr.
−Removed: (ii) 261,170 shares held by Hawkeye Enterprises Inc, a company owned and controlled
−Removed: The amount reflected does not include any shares issuable upon conversion of convertible promissory notes.
−Removed: (i) 10,330,908 shares held by Dr.
−Removed: (ii) 20,661,816 shares held by Federal Systems, a company owned and controlled
−Removed: Janumpally, which Dr.
−Removed: Doki may be deemed to indirectly beneficially own as the husband of Mrs.
−Removed: 165,292,896 shares held by Judos Trust, a trust in which Mrs.
−Removed: Janumpally is the sole trustee and beneficiary, and of which
−Removed: Doki may be deemed to indirectly beneficially own as the husband of Mrs.
−Removed: and (iv) 10,330,908 shares held
−Removed: directly by Mrs.
−Removed: Janumpally which Dr.
+Added: (ii) 261,170 shares held by Hawkeye Enterprises
+Added: Inc, a company owned and controlled by Mr.
+Added: (2) Represents
+Added: (i) 10,138,882 shares held by Mr.
+Added: (ii) 20,661,816 shares held by Federal Systems,
+Added: a company owned and controlled by Mrs.
+Added: Janumpally, which Mr.
+Added: Doki may be deemed to indirectly
+Added: beneficially own as the husband of Mrs.
+Added: (iii) 161,503,122 shares held by
+Added: Judos Trust, a trust in which Mrs.
+Added: Janumpally is the sole trustee and beneficiary, and
Doki may be deemed to indirectly beneficially own as the husband of Mrs.
−Removed: (i) 5,164,638 shares held by Dr.
−Removed: and (ii) 46,488,270 shares held by Igly Trust of which Dr.
−Removed: Valleru may be deemed
−Removed: to indirectly beneficially own as the wife of Kalyan Pathuri, who is the sole trustee and beneficiary of the Igly Trust;
−Removed: and (iii) 5,164,638 shares held by Mr.
−Removed: Pathuri, which Dr.
−Removed: Valleru may be deemed to indirectly beneficially own as the
+Added: and (iv) 10,330,908 shares held directly by Mrs.
+Added: Janumpally which Mr.
+Added: may be deemed to indirectly beneficially own as the husband of Mrs.
+Added: (3) Represents
+Added: (i) 4,972,644 shares held by Mrs.
+Added: and (ii) 40,520,200 shares held by Igly Trust
+Added: of which Mrs.
+Added: Valleru may be deemed to indirectly beneficially own as the wife of Kalyan
+Added: Pathuri, who is the sole trustee and beneficiary of the Igly Trust;
+Added: and (iii) 5,164,638
+Added: shares held by Mr.
+Added: Pathuri, which Mrs.
+Added: Valleru may be deemed to indirectly beneficially
+Added: own as the wife of Mr.
+Added: (4) Represents
(i) 10,138,882 shares that Mrs.
−Removed: Janumpally may be deemed to indirectly beneficially own as the wife of Dr.
−Removed: 20,661,816 shares held by Federal Systems, a company owned and controlled by Mrs.
−Removed: (iii) 165,292,896 shares
−Removed: held by Judos Trust, a trust in which Mrs.
−Removed: Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908 shares
+Added: Janumpally may be deemed to indirectly beneficially own
+Added: as the wife of Mr.
+Added: (ii) 20,661,816 shares held by Federal Systems, a company owned
+Added: and controlled by Mrs.
+Added: (iii) 161,503,122 shares held by Judos Trust, a trust
+Added: in which Mrs.
+Added: Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908
Janumpally owns directly.
+Added: (5) Represents
(i) 5,164,638 shares held by Mr.
−Removed: (ii) 41,323,632 shares held by Igly Trust of which Mr.
−Removed: Pathuri is the sole trustee
−Removed: and beneficiary;
−Removed: and (iii) 5,164,638 shares held by Dr.
+Added: (ii) 40,520,200 shares held by Igly Trust of
+Added: Pathuri is the sole trustee and beneficiary;
+Added: and (iii) 4,972,644 shares held
Valleru of which Mr.
−Removed: Pathuri may be deemed to indirectly beneficially
−Removed: own as the husband of Dr.
+Added: Pathuri may be deemed to indirectly beneficially own as
+Added: the husband of Mrs.
+Added: or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to
+Added: Arbitrate and Demand for Arbitration to the Respondents:
+Added: Janumpally (individually and in her capacity as trustee of Judos Trust);
+Added: Kalyan Pathuri
+Added: (individually in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”).
+Added: The Arbitration alleges that certain of the Respondents breached the Merger Agreement
+Added: providing for the Merger of MMG into a subsidiary of Reliability, in a number of significant
+Added: respects and potentially committed fraud in connection with the Merger.
+Added: The Company is
+Added: seeking damages which if granted will likely be the remedy set forth within the merger
+Added: agreement which is primarily the relinquishment in whole or in part shares of Company
+Added: Common Stock received by the Respondents in connection with the Merger.
+Added: The Company has
+Added: brought a motion to compel the Arbitration in accordance with the Merger Agreement which
+Added: is currently being decided by the Federal Courts in New York.
+Added: The Company believes a
+Added: strong basis for the motion exists, but no assurance can be given that it will be granted.
+Added: Regardless, the Company intends to pursue claims under the Merger Agreement in whatever
+Added: venue is required.
+Added: The Company is
+Added: seeking damages which if granted will likely be the remedy set forth within the merger agreement which is primarily the relinquishment
+Added: in whole or in part shares of Company Common Stock received by the Respondents in connection with the Merger
+Added: holders listed above, although considered affiliates, currently do not actively participate in the management and policies of the Company.
Executive Officers, Promoters, and Control Persons
following table sets forth the name and position of our current executive officers and directors.
−Removed: Financial Officer, Secretary, Director
+Added: Speck (2), (6)
+Added: Financial Officer, Secretary
+Added: Bible (3), (4)
of the Board, Director
5 unchanged sentences
April 25, 2014, Hannah Bible was appointed as a director of the Company.
−Removed: December 13, 2019, Larry Gaffey was appointed as a director of the Company.
November 13, 2019, Hannah Bible, was appointed Chairwoman of the board.
+Added: August 10, 2020, Louis Parks was appointed director of the Company.
+Added: October 7, 2020, Mark Speck voluntarily resigned as Director
+Added: October 7, 2020, John Chanaud was appointed director of the Company
Compensation Plans
35 unchanged sentences
are contained in Item 8 of Part II of this Annual Report on Form 10-K as indicated:
−Removed: Reports of Independent Registered Public Accounting Firms
+Added: Report of Independent Registered Public Accounting Firms
Consolidated Balance Sheets
−Removed: Consolidated Statements of Income
+Added: Consolidated Statements of Operations
Consolidated Statements of Changes in Stockholders’
7 unchanged sentences
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
−Removed: to be signed on its behalf by the undersigned, thereunto duly authorized on May 01, 2020.
−Removed: RELIABILITY INCORPORATED
+Added: to be signed on its behalf by the undersigned, thereunto duly authorized on March 31, 2021.
+Added: Nick Tsahalis
+Added: and Chief Executive Officer
Financial Officer
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
−Removed: of the Registrant and in the capacities indicated on May 01, 2020.
+Added: of the Registrant and in the capacities indicated on March 31, 2021.
Nick Tsahalis
−Removed: Financial Officer
+Added: and Chief Executive Officer
following Exhibits are filed with this Annual Report on Form 10-K:
14 unchanged sentences
Settlement Agreement dated January 24, 2019 between Maslow, Vivos Holdings, LLC, and Advantage Capital Funding in relation to default of July 5, 2018 Purchase and Sale of Future Receipts Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Amended and Restated Factoring and Security Agreement dated December 2, 2019 between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital).*
+Added: Factoring and Security Agreement dated November 4, 2016 between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: First Amendment to Factoring and Security Agreement dated January 5th, 2018 between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Second Amendment to Factoring and Security Agreement dated March 30th, 2018 between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
Securities Purchase Agreement dated June 27, 2019 between Maslow and Hawkeye Enterprises, Inc.
23 unchanged sentences
Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated October 28, 2019, by and among Maslow Media Group, Inc., Naveen Doki, Silvija Valleru, Shirisha Janumpally, Kalyan Pathuri and Federal Systems (incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: of the Registrant.*
−Removed: Certification
−Removed: of President pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*†
−Removed: Certification
−Removed: of CFO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*†
−Removed: Certifications
−Removed: of President and CFO pursuant to 18 U.S.C.
−Removed: 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*†
+Added: Subsidiaries of the Registrant.*
+Added: Certification of CEO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
+Added: Certification of CFO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
+Added: Certifications of CEO and CFO pursuant to 18 U.S.C.
+Added: 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
Instance Document
9 unchanged sentences
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.