What changed in this filing

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Item 1. Financial Statements

2021-08-16 compared with 2021-05-17 · 687 added, 800 removed, 156 unchanged (91% of the section changed)

3 unchanged sentences

in thousands, except per share data)

31, December 31,

and cash equivalents

receivables, net of allowance for doubtful accounts

receivable from related parties

expenses and other current assets

June 30, December 31,

CURRENT ASSETS

plant and equipment, net

intangible assets, net

AND SHAREHOLDER’S EQUITY

taxes 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 SHAREHOLDER’S EQUITY

CURRENT LIABILITIES

and contingencies (Note 6)

events (Note 10)

SHAREHOLDER’S

Common stock,

without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of March 31, 2021 and as of December

paid-in capital

shareholder’s equity

liabilities and shareholder’s equity

Accounts payable

Accrued expenses

Accrued payroll

Deferred revenue

Income taxes payable

Other current liabilities

Total current liabilities

PPP loan payable

Total liabilities

Commitment and contingencies (Note 6)

Subsequent events (Note 10)

SHAREHOLDER’S EQUITY

Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of June 30, 2021, and as of December 31, 2020

Additional paid-in capital

Retained earnings

Total shareholder’s equity

Total liabilities and shareholder’s equity

accompanying notes are an integral part of these statements.

2 unchanged sentences

in thousands, except per share data)

the Three Months Ended March 31,

general and administrative expenses

income (expense)

before income tax (expense) benefit

tax (expense) benefit

net income attributable to noncontrolling interest in consolidated affiliates

loss attributable to Reliability Inc.

in per share computation:

For the Three Months Ended June 30,

Revenue earned

Service revenue

Cost of revenue

Selling, general and administrative expenses

Operating loss

Other income (expense)

Interest income

Interest expense

Other Income (expense)

Income (loss) before income tax (expense) benefit

Income tax (expense) benefit

Consolidated net income (loss)

Less net income attributable to noncontrolling interest in consolidated affiliates

Net income (loss) attributable to Reliability Inc.

Net income per share:

Share used in per share computation:

accompanying notes are an integral part of these statements.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

in thousands, except per share data)

For the Six Months Ended June 30,

Revenue earned

Service revenue

Cost of revenue

Selling, general and administrative expenses

Operating income (loss)

Other income (expense)

Interest income

Interest expense

Other (expense)

Income (loss) before income tax (expense) benefit

Income tax (expense) benefit

Consolidated net income (loss)

Net income (loss) attributable to noncontrolling interest in consolidated affiliates

Net income (loss) attributable to Reliability Inc.

Net income per share:

Share used in per share computation:

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

the Three Months Ended March 31, 2021 and 2020

the Six Months Ended June 30, 2021, and 2020

in thousands, except per share data)

Controlling Interest

Non-Controlling

December 31, 2019

consolidation

March 31, 2020

Balance, December 31, 2019

March 31, 2021

VIE consolidation

Balance, June 30, 2020

Balance, December 31, 2020

Balance, June 30, 2021

accompanying notes are an integral part of these statements.

2 unchanged sentences

in thousands)

the three months ended March 31,

flows from operating activities:

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

and amortization

in operating assets and liabilities:

expenses and other current assets

taxes payable

cash provided by operating activities

flows from investing activities:

of fixed assets

cash used in investing activities

flows from financing activities:

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

of note payable

of notes receivable from related parties

cash used in financing activities

decrease in cash and cash equivalents

and cash equivalents, beginning of year

and cash equivalents, end of year

For the Six Months Ended June 30,

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

Accrued interest

(Gain)/Loss on disposal of property and equipment

Gain on forgiveness of PPP loan payable

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

Net cash provided by operating activities

Cash flows from investing activities:

Purchase of fixed assets

Net cash used in investing activities

Cash flows from financing activities:

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

Proceeds from Long term debt (PPP)

Repayment of note payable

Borrowing of note payable

Repayment of notes receivable from related parties

Net cash used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

accompanying notes are an integral part of these statements.

2 unchanged sentences

in thousands)

the Three Months Ended March 31,

disclosures of cash flow information:

paid during the period for:

For the Six Months Ended June 30,

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Supplemental disclosures of non-cash investing and financing activities:

The Company received forgiveness from the SBA of its PPP loan payable

accompanying notes are an integral part of these statements.

4 unchanged sentences

of Operations

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 Group, Inc (“MMG”), (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 and 77.6% of first quarter 2021 revenue.

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

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.

was incorporated under the laws of the State of Texas in 1953, but the then principal business of the Company started in 1971

was closed down in 2007.

The Company completed a reverse merger with MMG (the “Merger”) on October 29, 2019.

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 Group, Inc (“MMG”), (collectively, “Reliability”

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

Employer of Record (“EOR”),

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

which is a unique workforce management solution, represented 80.7 % of the revenue in 2020 and 78.5 % of second quarter 2021 revenue.

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

Our Staffing previously included revenue derived from permanent placements which was a rare occurrence.

In the second quarter, MMG decided

to add Permanent Placement as a segment when new clients began requesting the Company source candidates for permanent hire on a regular

The Company had one such placement in the second quarter.

Video Production involves assembling and providing crews for special

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

was incorporated under the laws of the State of Texas in 1953, but the then principal business of the Company started in 1971 was closed

down in 2007.

The Company completed a reverse merger with MMG (the “Merger”) on October 29, 2019.

Holdings LLC, the previous sole shareholder of MMG and their transferees who were issued shares of Reliability Common Stock include Naveen

1 unchanged sentence

own approximately 84 % of the issued and outstanding shares of Reliability Common Stock.

Vivos Holdings, LLC and Vivos Real Estate

Holdings, LLC and Mr.

Doki have outstanding notes with MMG that date back to acquisition of MMG in November 2016 (See Note 8) (collectively

“Vivos Debtors”).

Vivos Holdings, LLC and Vivos Real Estate Holdings,

Doki have outstanding notes with MMG that date back to acquisition of MMG in November 2016 (See Note 8) (collectively “Vivos

Janumpally, Mr.

1 unchanged sentence

Pathuri also have common ownership combinations in a number of other entities [Vivos Holdings, LLC.

Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC., and Federal Systems,

LLC], (collectively referred to herein as “Vivos Group”).

On or about February 17, 2020, the Company,

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

(“Vivos Default Claim”)

On or about May 6, 2020, the Vivos Debtors

and other Vivos Group members, specifically.

Kaylan Pathuri (“Pathuri”), Judos Trust by Shrishsha Janumpally, its trustee

(“Judos”) and Igly Trust by Kaylan Pathuri, its trustee, (“Igly”) responded to the Vivos Default Claim with a

Counterclaim and Third-Party Complaint (the “Vivos Default Counterclaim”).

Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC., and Federal Systems, LLC],

(collectively referred to herein as “Vivos Group”).

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

Solutions, Inc.

IQS operates as a division of MMG.

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

Vivos Debtors.

(“Vivos Default Claim”) See Note 6.

or about May 6, 2020, the Vivos Debtors and other Vivos Group members, specifically.

Kaylan Pathuri (“Pathuri”), Judos Trust

by Shirisha Janumpally, its trustee (“Judos”) and Igly Trust by Kaylan Pathuri, its trustee, (“Igly”) responded

to the Vivos Default Claim with a Counterclaim and Third-Party Complaint (the “Vivos Default Counterclaim”).

June 5, 2020, Reliability commenced an arbitration seeking to address purported merger violations before the American Arbitration Association

(“AAA”) in New York, New York (the “Merger Arbitration”), as permitted by the Merger Agreement against

(“AAA”) in New York, New York (the “Merger Arbitration”), as permitted by the Merger Agreement against Mr.

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

Pathuri (individually in his

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

Although the Merger

Respondents filed a counterclaim, Merger Respondent’s have not to paid the AAA’s fees, and ultimately

refused to participate in the arbitration.

Thereafter, Reliability petitioned the state court in New York to compel arbitration, but

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

The Company is seeking

damages which if granted will likely be the remedy set forth within the Merger agreement which is primarily the relinquishment in whole

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

Pathuri (individually in his capacity

as trustee of Igly Trust) and Federal Systems (the “Merger Respondents”).

Although the Merger Respondents filed a counterclaim,

Merger Respondents have not paid the AAA’s fees, and ultimately refused to participate in the arbitration.

Thereafter, Reliability

petitioned the state court in New York to compel arbitration, but this action was removed to federal court, where it has been pending

for several months awaiting court action.

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

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

Respondents in connection with the Merger.

December 23, 2020, after an evidentiary hearing before the Circuit Court for Montgomery County, Maryland, a judge denied a motion by

Vivos Holdings, LLC, VREH, Doki, Kaylan Pathuri (“Pathuri”), Judos Trust by Shrishsha Janumpally, its trustee (“Judos”)

and Igly Trust by Kaylan Pathuri, its trustee, (“Igly”) to compel a shareholder meeting based on the facts presented

The judge also commented that, based on the evidence presented, management was performing its fiduciary duties to protect the

Company despite adverse circumstances.

This same judge has been assigned to preside over a full trial regarding Company’s

lawsuit to enforce the repayment of notes and the Vivos Group counterclaim, over a two-week period starting on October 4, 2021, absent

any COVID-19 disruptions that may affect scheduling.

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.

Vivos Holdings, LLC, VREH, Doki, Kaylan Pathuri (“Pathuri”), Judos Trust by Shirisha Janumpally, its trustee (“Judos”)

and Igly Trust by Kaylan Pathuri, its trustee, (“Igly”) to compel a shareholder meeting based on the facts presented at trial.

The judge also commented that, based on the evidence presented, management was performing its fiduciary duties to protect the Company

despite adverse circumstances.

This same judge has been assigned to preside over a full trial regarding Company’s lawsuit to enforce

the repayment of notes and the Vivos Group counterclaim, over a two-week period starting on October 4, 2021, absent any COVID-19 disruptions

that may affect scheduling.

May 27, 2021, MMG filed a 941X refund request for $ 1,440 after determining it’s eligibility for the Employee Retention Credit (“ERC”).

June 10, 2021, MMG received notification by the Small Business Administration (“SBA”) of forgiveness of its PPP 2020 Loan

totaling $ 5,216.

The forgiveness included the deferred interest

of $ 59 totaling

principal and interest.

9 , 2021, Reliability filed an additional claim in the Debt Collection Suit and Vivos Default Counterclaim in the Circuit

Court of Montgomery County, Maryland against Doki, Valleru, Pathuri, Janumpally, Igly, and Judos, asserting that the Respondents

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

INCORPORATED AND SUBSIDIARY

2 unchanged sentences

of presentation

unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions,

including its 100% owned subsidiary, MMG.

unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions, including

its 100 % owned subsidiary, MMG.

All significant intercompany accounts and transactions have been eliminated in consolidation.

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the U.S (“U.S.

GAAP”) for interim financial information and with instructions to Form 10-Q.

Operating results of

the interim periods are not necessarily indicative of financial results for the full year.

These unaudited consolidated financial

statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the

Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

In preparing these unaudited consolidated financial

statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities

as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting

These unaudited

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S (“U.S.

GAAP”) for interim financial information and with instructions to Form 10-Q.

Operating results of the interim periods are not necessarily

indicative of financial results for the full year.

These unaudited consolidated financial statements should be read in conjunction with

the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2020.

In preparing these unaudited consolidated financial statements, management is required to make estimates and

assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the

reported amount of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

Significant estimates and assumptions included in the Company’s

consolidated financial statements relate 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.

further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on

Form 10-K for the year ended December 31, 2020.

estimates and assumptions included in the Company’s consolidated financial statements related 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.

further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-K

for the year ended December 31, 2020.

Concentration

of Credit Risk

the quarter ended March 31, 2021, 24.6% of revenue came from AT&T Services, Inc.

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

15.4% from Goldman Sachs and 13.6% from Morgan Stanley.

AT&T, Goldman Sachs and Morgan Stanley accounted for 32.8%, 7.7%,

and 5.6%, respectively, in revenue for the same time period ended March 31, 2020.

the six months ended June 30, 2021, 24.1 % of revenue came from AT&T Services, Inc.

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

16.3 % from Goldman Sachs, 13.5 % from Morgan Stanley, and 11.2 % from Janssen Pharmaceuticals (which includes workforce partners Ortho

McNeil and Johnson & Johnson).

AT&T, Goldman Sachs, Morgan Stanley and Janssen accounted for 27.4 %, 8.6 %, 5.8 % and 11.3 %, respectively,

in revenue for the same time period ended June 30, 2020.

No other client exceeded 10% of revenues.

LIQUIDITY AND GOING CONCERN

considers on a regular basis, the Company’s ability to continue as a going concern.

The factors which have put downward

pressure on the business and our liquidity are;

loss of approximately $789 for 2020;

loss of $28 in 1Q 2021

considers on a regular basis, the Company’s ability to continue as a going concern.

The factors which have impacted the

business and our liquidity are;

from the SBA on June 10, 2021, that our PPP Loan totaling $ 5,275

in principal and interest had been 100% forgiven;

for Employee Retention Credits (“ERC”) resulting in a refund in April 2021 in the amount of $ 1,440 ;

eligibility for ERCs in the second quarter resulting in additional credits of $ 153 in the second quarter;

loss of approximately $ 224 for the six months ended June 30, 2021;

loss of $ 161 for the three months ended June 30, 2021;

pandemic resulting decline in client demand for our services continuing through the present;

in raising cash via public market for organic and inorganic growth, due to lack of unissued authorized shares available for

Company use, despite having public company cost structure;

to realize approximately $4.3M in receivables from Vivos;

in raising cash via public market for organic and inorganic growth, due to lack of unissued authorized shares available for Company

use, despite having public company cost structure;

to realize approximately $ 4.4 M

in notes receivables from Vivos Debtors;

liabilities, described further in Note 6.

these conditions noted above, most notably the adverse impact of COVID 19 on sales and a scenario where the presumption is all

debts come due with an inability to raise cash through equity given the unavailability of unissued authorized shares, 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

INCORPORATED AND SUBSIDIARY

1 unchanged sentence

in thousands, except per share data)

financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification

of assets or the amounts and classifications of liability that may result from the possible inability of the Company to continue

as a going concern.

Company’s ongoing liquidity position is facing pressures due to the loss of business resulting from the COVID-19 pandemic as well

as increased pressure to make cash payments pursuant to the Settlement Agreements (filed as exhibits 10.4, 10.5 and 10.6 the Company’s

Current Report on Form 8-K filed on October 30, 2019) prior to the Company’s anticipated liquidation of the shares of Company Common

Stock pledged pursuant to the Agreement for the Contingent Liquidation of the Common Stock of Reliability Incorporated (as successor

in interest to MMG Media Group, Inc.), dated October 28, 2019 (the “Liquidation Agreement”) (filed as exhibit 10.30

to the Company’s Current Report on Form 8-K filed on October 30, 2019).

The Vivos Group that are the counterparties to the Liquidation

Agreement are not cooperating with the Company to liquidate the shares subject thereto as contemplated thereby.

No assurance can be given

that the Company will return to its pre-pandemic revenue levels, how long it will take to enforce the requirements of the Liquidation

Agreement, and the actual amount of PPP Loan forgiven.

As a result, the Company face hurdles to maintaining sufficient liquidity to continue

to operate, in which case the Company might be forced to liquidate or seek to reorganize under applicable bankruptcy statutes.

Company is quoted on the OTC Marketplace under the symbol “RLBY”.

these conditions noted above, most notably the adverse impact of COVID 19 on sales and a scenario where the presumption is all debts

come due with an inability to raise cash through equity given the unavailability of unissued authorized shares, 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 consolidated financial statements do not include any adjustments to reflect the possible future effects

on the recoverability and classification of assets or the amounts and classifications of liability that may result from the possible

inability of the Company to continue as a going concern.

Company’s ongoing liquidity position is facing pressures due to the loss of business resulting from the COVID-19 pandemic as well

as increased pressure to make cash payments, which ultimately took place on July 21, 2021, (See Note 10:

Subsequent Events) pursuant

to the Settlement Agreements (filed as exhibits 10.4, 10.5 and 10.6 the Company’s Current Report on Form 8-K filed on October 30,

2019) prior to the Company’s anticipated liquidation of the shares of Company Common Stock pledged pursuant to the Agreement for

the Contingent Liquidation of the Common Stock of Reliability Incorporated (as successor in interest to MMG Media Group, Inc.), dated

October 28, 2019 (the “Liquidation Agreement”) (filed as exhibit 10.30 to the Company’s Current Report on Form 8-K

filed on October 30, 2019).

The Vivos Group that are the counterparties to the Liquidation Agreement are not cooperating with the Company

to liquidate the shares subject thereto as contemplated thereby.

No assurance can be given that the Company will return to its pre-pandemic

revenue levels, and how long it will take to enforce the requirements of the Liquidation Agreement.

As a result, the Company faces hurdles

to maintaining sufficient liquidity to continue to operate, in which case the Company might be forced to liquidate or seek to reorganize

under applicable bankruptcy statutes.

Company is quoted on the OTC Marketplace under the symbol “RLBY”.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements

June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

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.

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

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.

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.

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

INCORPORATED AND SUBSIDIARY

1 unchanged sentence

in thousands, except per share data)

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 350-40):

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 exercised.

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.

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 , 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 exercised.

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 date.

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.

Entities may select retrospective

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

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.

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.

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.

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

The adoption of this update is not expected to have a material impact on our consolidated financial position and results of

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 did not have a material

impact on the Company’s consolidated financial position and results of operations.

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 amendment in this update is effective for us beginning with fiscal year 2021, with early adoption permitted.

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 did not have a material impact on the Company’s

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

did not have a material impact on the Company’s consolidated financial position and results of operations.

GAAP 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 amendment in this update is 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 did not have a material impact on the Company’s

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

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.

INCORPORATED AND SUBSIDIARY

1 unchanged sentence

in thousands, except per share data)

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.

of March 31, 2021, the Company had long term debt from Paycheck Protection Program loans, totaling $5,264.

The Company on March

4, 2021 sought full loan forgiveness, based on the satisfaction of applicable criteria and guidelines.

Although the Company expects full

forgiveness, no assurance can be provided that forgiveness of any portion of the PPP Loans will be obtained.

Short term debt only consists

of $253 in federal income tax explained further below.

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

June 13, 2019.

Pursuant to this agreement, MMG 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.

The notes 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 no conversion occurred, 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 within 5 years of note issuance.

MMG was initially acquired by Vivos Holdings, LLC in December 2016, MMG’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 four

years, that MMG is working with the IRS to pay.

As of March 31, 2021, the tax liability was $249 compared to $292 as of

December 31, 2020.

The $249 tax liability includes tax liabilities for 2018 and 2019 from completed tax returns and loss carryback

provisions for 2020.

June 10, 2021, the SBA notified MMG that it’s Paycheck Protection Program (“PPP”) loan of $ 5,216

issued in May of 2020 had been forgiven along

in SBA calculated deferred interest.

This eliminated

the long-term debt on the Company’s books, leaving only the $ 103

in federal income tax as explained in

Tax Liabilities portion below.

The Company recorded this forgiveness as a component of other income on the accompanying unaudited consolidated

statements of operations.

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

Pursuant to this agreement, MMG 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 .

The notes 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 no conversion occurred, 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 within 5 years of note issuance, which expires correspondingly to each note

between June and October 2024.

MMG was initially acquired by Vivos Holdings, LLC in December 2016, MMG’s corporate status was changed from an S Corp to a C

Corp due to its new ownership structure.

triggered an accelerated tax event, a $ 215

estimated annual impact per year for four years, that MMG is working with the IRS to pay .

of June 30, 2021, the tax liability was $ 92 compared

of December 31, 2020.

The Company also accrued current income taxes of $ 669 as

of June 30, 2021, relating to its current operations.

Business Capital

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

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

invoices) through Triumph to fund growth and

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.

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

Pursuant to the agreement, MMG received advances on its accounts receivable (i.e., invoices) through Triumph to fund growth and

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 .

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

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.

MMG continues to be obligated to meet certain financial covenants in respect to invoicing and reserve account

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

The agreement which

previously renewed annually, is now month to month.

MMG 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 by a percentage

equal to the difference between one hundred percent and the advanced rate percentage.

As of March 31, 2021, the required amount was 10%.

As of June 30, 2021, the required amount was 10%.

Any excess of the reserve amount is paid to MMG on a weekly basis, as requested.

If a reserve shortfall exists for a period

of ten-days, MMG 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 $1,332 for the three months ended March 31,

The total outstanding balance under the recourse contract was $592 on March 31, 2021 and $2,999 as of December 31, 2020.

February 2020, MMG took out a $250 loan from Triumph at 10% APR, in order to meet our cash obligations.

In early February 2021,

MMG met our obligation by making the final principal and interest payment to Triumph.

If a reserve shortfall exists for a period of ten-days,

MMG is required to make payment to the financial institution for the shortage.

receivable (A/R) were sold with full recourse.

Proceeds from the sale of receivables were $ 1,131

For the three months ended June 30, 2021, compared

in the same period ending June 30, 2020.

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

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 three months ended March 31,

2021 and 2020 totaled $32 and $84, respectively.

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

related parties, on behalf of MMG, 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.

MMG leased this space on market

MMG contends it being a guarantor on the building.

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 three months ended June 30, 2021,

and 2020 comparatively totaled $ 16 and $ 39 , respectively.

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

related parties, on behalf of MMG, 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.

MMG leased this space on market terms.

MMG challenges its status as a guarantor on the building.

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

5 unchanged sentences

VREH is currently a few months behind on payments.

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

The Company believes the building valuation is at or near

the current mortgage amount, with adequate equity in the property.

Company has not been called on for any loan repayment guarantee.

The Company believes the building valuation is at or near the current

mortgage amount.

COMMITMENTS AND CONTINGENCIES

Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business, and currently

also is involved in litigation outside of the normal course of business.

The Company establishes a liability related to its legal

proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount

can be reasonably estimated.

If the Company determines that an obligation is reasonably possible, the Company will, if material,

disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate

of the loss can be made.

Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business, and currently also

is involved in litigation outside of the normal course of business.

The Company establishes a liability related to its legal proceedings

and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably

If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of

the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made.

INCORPORATED AND SUBSIDIARY

2 unchanged sentences

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

Valleru (the “Credit Cash Defendants”) and other defendants in the United States Circuit Court of Montgomery County,

Maryland for the District of New Jersey for, among other things, breach of contract of the MMG and HCRN Credit Facilities and

their respective guaranties in relation to the November 15, 2017 agreement (the “Credit Cash Complaint”).

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 Credit Cash Defendants, and other defendants (“NY State Action”).

On December 10, 2018, the Credit

Cash Defendants entered into a settlement agreement for the purpose of settling certain claims related to the Credit Cash Complaint

Pursuant to the settlement agreement, certain repayment terms were agreed upon between Credit Cash and the Credit Cash Defendants,

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 Credit Cash Defendants in relation to the November 15, 2017 agreement.

Naveen Doki, Kalyan Pathuri, Shirisha Janumpally,

and Federal Systems, LLC, (“Credit Cash Vivos Group”) executed and delivered to MMG that certain Agreement for

the Contingent Liquidation of the Common Stock of MMG , dated as of October 28, 2019 (the “Liquidation Agreement”),

pursuant to which the Credit Cash Vivos Group pledged to MMG the shares of Company Common Stock they received in the Merger

to provide the capital required to satisfy the Credit Cash Defendants’

obligations under the Settlement Agreements.

of the Credit Cash Vivos Group misrepresented upon the execution of the Liquidation Agreement the status of its obligations under

the Settlement Agreement, which were, in fact, then in default.

To date the Credit Cash Vivos Group have not cooperated with the

Company to monetize those shares as contemplated by the Liquidation Agreement.

The Company will take appropriate action to enforce its

rights under the Liquidation Agreement, which actions will be dictated in part by the outcome of the Merger Arbitration wherein

relinquishment of shares for certain claims may be an applied remedy.

On or about March 16, 2020, Credit Cash entered its New Jersey

confession of judgment with the Circuit Court of Montgomery County, Maryland.

October 9, 2018, MMG was named as a defendant along with six other defendants, all of which are entities related to the Vivos

Group, in an Affidavit of Confession of Judgment (COJ) filed in the Supreme Court of the State of New York in relation to a case

brought by Hop Capital, wherein the defendants collectively agree to pay a sum of $400 to Hop Capital.

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 MMG

was not a party.

As such, MMG contends that being named in the COJ as a defendant was made in error and is currently

seeking to have its name removed from the COJ.

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 case.

“Credit Cash Defendants”) and other defendants in the United States Circuit Court of Montgomery County, Maryland for the

District of New Jersey for, among other things, breach of contract of the MMG and HCRN Credit Facilities and their respective guaranties

in relation to the November 15, 2017, agreement (the “Credit Cash Complaint”).

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 Credit Cash Defendants,

and other defendants (“NY State Action”).

On December 10, 2018, the Credit Cash Defendants entered into a settlement agreement

for the purpose of settling certain claims related to the Credit Cash Complaint only.

Pursuant to the settlement agreement, certain repayment

terms were agreed upon between Credit Cash and the Credit Cash Defendants, 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 Credit Cash Defendants in relation to the November

15, 2017, agreement.

Naveen Doki, Kalyan Pathuri, Shirisha Janumpally, and Federal Systems, LLC, (“Credit Cash Vivos Group”)

executed and delivered to MMG that certain Agreement for the Contingent Liquidation of the Common Stock of MMG , dated as of October

28, 2019 (the “Liquidation Agreement”), pursuant to which the Credit Cash Vivos Group pledged to MMG the shares of Company

Common Stock they received in the Merger to provide the capital required to satisfy the Credit Cash Defendants’ obligations under

the Settlement Agreements.

Members of the Credit Cash Vivos Group misrepresented upon the execution of the Liquidation Agreement the

status of its obligations under the Settlement Agreement, which were, in fact, then in default.

To date the Credit Cash Vivos Group have

not cooperated with the Company to monetize those shares as contemplated by the Liquidation Agreement.

The Company will take appropriate

action to enforce its rights under the Liquidation Agreement, which actions will be dictated in part by the outcome of the Merger Arbitration

wherein relinquishment of shares for certain claims may be an applied remedy.

On or about March 16, 2020, Credit Cash entered its New

Jersey confession of judgment with the Circuit Court of Montgomery County, Maryland.

October 9, 2018, MMG was named as a defendant along with six other defendants, all of which are entities related to the Vivos Group,

in an Affidavit of Confession of Judgment (COJ) filed in the Supreme Court of the State of New York in relation to a case brought by

Hop Capital, wherein the defendants collectively agree to pay a sum of $ 400 to Hop Capital.

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 MMG was not a party.

As such, MMG contends that being named in the COJ as a defendant was made in error and is currently seeking to have its name removed

from the COJ.

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 case.

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 (“Vivos Debtors”), to enforce MMG’s

rights under certain promissory notes and a personal guarantee made by the Vivos Debtors (“Vivos Default Claim”)The

case is proceeding.

Although there are no certainties or guarantees, the Company believes that it will be granted a judgment in its favor

as it vigorously pursues this litigation.

On February 28, 2020,

Healthcare Resource Network, LLC (“HCRN”) filed a complaint against MMG in the Circuit Court of Montgomery County,

Maryland alleging that Maslow participated with members of the Vivos Group to financially harm the plaintiff.

Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Naveen Doki (“Vivos Debtors”), to enforce MMG’s rights under

certain promissory notes and a personal guarantee made by the Vivos Debtors (“Vivos Default Claim”).

The case is proceeding.

Although there are no certainties or guarantees, the Company believes that it will be granted a judgment in its favor as it vigorously

pursues this litigation.

February 28, 2020, Healthcare Resource Network, LLC (“HCRN”) filed a complaint against MMG in the Circuit Court of Montgomery

County, Maryland alleging that Maslow participated with members of the Vivos Group to financially harm the plaintiff.

The plaintiff has

not specified any alleged damage caused by MMG and the Company believes any claims are without merit.

The Company will defend

itself from this case.

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

Court system against Health Care Resources Network (“HCRN”), MMG, 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.

The Company will defend itself

from this case.

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

Circuit Court system against Health Care Resources Network (“HCRN”), MMG, 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 is $ 820 .

This judgement relates

to the default on the settlement agreement dated December 10, 2018 referenced above in the Credit Cash Complaint.

judgement relates to the default on the settlement agreement dated December 10, 2018, referenced above in the Credit Cash

INCORPORATED AND SUBSIDIARY

1 unchanged sentence

in thousands, except per share data)

May 5, 2020, Libertas Funding, LLC domesticated a foreign judgement in the Montgomery County Circuit Court system against HCRN, MMG,

Vivos Holdings, LLC, Vivos Acquisitions, LLC, Vivos IT, LLC, Vivos Global Services, LLC, Alliance Micro, Inc.

and Naveen Doki.

foreign judgement from the State of New York relates to loans the Vivos Group took out by adding MMG additional collateral.

loan is currently in default.

May 5, 2020, Libertas Funding, LLC (“Libertas”) domesticated a foreign judgement in the Montgomery County Circuit Court system

against HCRN, MMG, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Vivos IT, LLC, Vivos Global Services, LLC, Alliance Micro, Inc.

This foreign judgement from the State of New York relates to loans the Vivos Group took out by adding MMG additional collateral.

This loan is currently in default.

Foreign Judgement total is $ 229 .

May 5, 2020, Kinetic Direct Funding domesticated a foreign judgement in the Montgomery County Circuit Court system against HCRN, MMG,

US IT Solutions Inc., 360 IT Professionals, Alliance Micro, Inc.

May 5, 2020, Kinetic Direct Funding (Kinetic”) domesticated a foreign judgement in the Montgomery County Circuit Court system against

HCRN, MMG, US IT Solutions Inc., 360 IT Professionals, 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 MMG as additional collateral.

This foreign judgement from the State of

New York relates to loans the Vivos Group took out by adding MMG as additional collateral.

This loan is currently in default.

Foreign Judgement

total is $579.

On or about May 6, 2020, the Vivos Debtors and

other Vivos Group members, specifically.

Kaylan Pathuri (“Pathuri”), Judos Trust by Shrishsha Janumpally, its trustee (“Judos”)

and Igly Trust by Kaylan Pathuri, its trustee, (“Igly”) responded to the Vivos Default Claim with a Counterclaim and Third-Party

Complaint (the “Vivos Default Counterclaim”).

The Company believes that the Counterclaim has no merit.

The Company continues

to vigorously defend itself and its indemnified officers, directors and other parties as permitted by the Company’s organizational

Judgement total is $ 579 .

There were 4 total loans in the settlement, with the 3 domesticated judgements in Montgomery County circuit

court relating to MMG totaling $ 1,038

or about May 6, 2020, the Vivos Debtors and other Vivos Group members, specifically.

Kaylan Pathuri (“Pathuri”), Judos Trust

by Shirisha Janumpally, its trustee (“Judos”) and Igly Trust by Kaylan Pathuri, its trustee, (“Igly”) responded

to the Vivos Default Claim with a Counterclaim and Third-Party Complaint (the “Vivos Default Counterclaim”).

believes that the Counterclaim has no merit.

The Company continues to vigorously defend itself and its indemnified officers, directors

and other parties as permitted by the Company’s organizational documents.

Trial on this matter is scheduled to begin on October

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

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

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

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

Silvija Valleru;

1 unchanged sentence

Kalyan Pathuri (individually in his capacity as trustee

of Igly Trust) and Federal Systems (the “Merger Respondents”).

The Merger Arbitration alleges that the Merger

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

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 Merger Respondents in connection with the Merger.

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.

of Igly Trust) and Federal Systems (the “Merger Respondents”).

The Merger Arbitration alleges that the Merger Respondents

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

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 Merger 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 Circuit Court of Montgomery County, Maryland, a motion by the Vivos Group to compel a

shareholder meeting was summarily dismissed.

This same judge is scheduled to preside over a full trial on the Vivos Default

Claim and Vivos Default Counterclaim in October 2021, absent any disruptions that could affect scheduling.

On January 20,

2021, Defendants and Counter/Third-Party Plaintiffs, Vivos Holdings, LLC (“Vivos”), Vivos Real Estate Holdings, LLC (“VREH”),

Naveen Doki (“Doki”), Kaylan Pathuri (“Pathuri”), Igly Trust (“Igly”), Judos Trust (“Judos”),

This same judge is scheduled to preside over a full trial on the Vivos Default Claim and

Vivos Default Counterclaim in October 2021, absent any disruptions that could affect scheduling.

On January 20, 2021, Defendants and

Counter/Third-Party Plaintiffs, Vivos Holdings, LLC (“Vivos”), Vivos Real Estate Holdings, LLC (“VREH”), Dr.

Naveen Doki (“Doki”), Kaylan Pathuri (“Pathuri”), Igly Trust (“Igly”), Judos Trust (“Judos”),

by counsel, filed a Notice of Appeal on the dismissal.

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

All authorized shares

of Company Common Stock are issued and outstanding.

INCORPORATED AND SUBSIDIARY

1 unchanged sentence

in thousands, except per share data)

July 21, 2021, Maslow settled the obligation which with it had been committed by Vivos Holdings, LLC in July 2018, with Libertas and

Kinetic for $ 475 .

The agreement which included $ 100 in legal fees, released MMG from all claims judgements and obligation against MMG

but did not release Naveen Doki, Silvija Valleru, Judos Trust, Igly Trust, Srinivas Kalidindi, Shirisha Janumpally, Federal Systems,

Kalyan Pathuri, US IT Solutions Inc., 360 IT Professionals Inc., Alliance Micro Inc.

Vivos IT LLC, Vivos Global Holdings LLC, Vivos Acquisitions

LLC, or Vivos Holdings.from the remaining obligation.

This debt belonged to Vivos Holdings LLC, and the aforementioned Liquidation Agreement,

(See Note 2) had been created as a safeguard to shelter MMG should Vivos default, which actually transpired prior to the merger closing

in October 2019.

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

All authorized shares of

Company Common Stock are issued and outstanding.

RELATED PARTY TRANSACTIONS

Purchase Agreement

On November 9, 2016, Vivos Holdings LLC,

the former owner of MMG, acquired 100% of MMG through a stock acquisition exchange for a purchase price of $1,750,

November 9, 2016, Vivos Holdings LLC, the former owner of MMG, acquired 100 % of MMG through a stock acquisition exchange for a purchase

price of $ 1,750 , of which:

(i) $ 1,400 was paid at settlement with proceeds from MMG and (ii) a promissory note to pay the remaining $ 350

$350 (“Vivos/MMG Purchase Agreement”).

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,

These payments were paid by the MMG on behalf of the Vivos.

Vivos subsequently entered into a promissory note receivable

with the MMG, described below, for the full stock purchase price.

(“Vivos/MMG Purchase Agreement”).

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 MMG on behalf of the Vivos.

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

for the full stock purchase price.

No payment has ever been made against this note.

Company has notes receivable from Vivos Holdings LLC and VREH, a member of Vivos Group, both related party affiliates due

to their ownership percentage in the Company.

In January 2021, MMG began applying the legal rate of interest which per Virginia statute

is 8.0% on two of the three defaulted notes receivable below, which were so eligible.

connection with the Vivos/MMG Purchase Agreement, on November 15, 2016, MMG executed a promissory note receivable with

Vivos Holdings LLC in the amount of $1,400.

As defined by the Vivos/MMG Purchase 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 would

accrue monthly and a new loan in the amount of $1,773 would be subject to a second loan period.

During the second loan period,

interest shall be paid in 20 equal consecutive payments, quarterly.

Company has notes receivable from Vivos Holdings LLC and VREH, a member of Vivos Group, both related party affiliates due to their ownership

percentage in the Company.

In January 2021, MMG began applying the legal rate of interest which per Virginia statute is 8.0 % on two of

the three defaulted notes receivable below, which were so eligible.

connection with the Vivos/MMG Purchase Agreement, on November 15, 2016, MMG executed a promissory note receivable with Vivos Holdings

LLC in the amount of $ 1,400 .

As defined by the Vivos/MMG Purchase 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 would accrue monthly and

a new loan in the amount of $ 1,773 would 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 .

during both loan periods accrues at a rate of 2.5%.

Interest during both loan periods

accrues at a rate of 2.5 %.

Additionally, monthly payments of $ 15 are made on behalf of Vivos Holdings, Inc.

to the seller by MMG.

These payments, plus any other payments made by MMG on behalf of Vivos Holdings, Inc,

are added to the principal balance of the promissory note receivable (“Vivos/MMG Purchase Agreement Note Receivable”).

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

January 2021, MMG began applying the legal rate of interest which per Virginia statute is 8.0% on two of the three defaulted notes receivable,

which were eligible.

Only the $750 September 5, 2019 note is not eligible for a default rate of interest but is eligible for recovery

of legal fees.

As of March 31, 2021 the total outstanding balance was $2,767 which includes accrued interest receivable No for

Q1 2021 of $55.

The actual funds (additional eligible interest and legal fees) sought may be greater than what is represented herein

payments, plus any other payments made by MMG on behalf of Vivos Holdings, Inc, are added to the principal balance of the promissory

note receivable (“Vivos/MMG Purchase Agreement Note Receivable”).

In 2018, all quarterly interest payments to be made in

phase 2 were offset by the management fees due to Vivos Holdings.

January 2021, MMG began applying the legal rate of interest which per Virginia statute is 8.0 %

on two of the three defaulted notes receivable, which were eligible.

Only the $ 750

September 5, 2019, note is not eligible for a

default rate of interest but is eligible for recovery of legal fees.

As of June 30, 2021, the total outstanding balance was $ 2,767

which includes accrued interest receivable of

The actual funds (additional eligible interest and legal fees) sought

may be greater than what is represented herein per GAAP.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

November 15, 2017, MMG 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

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.

As defined by the agreement,

the loan consists of two periods, whereby the first period from November 15, 2017, until June 30, 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 June 30, 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, Holdings LLC.

In addition, principal payments

totaling $30 were made by the Vivos Group.

As of March 31, 2021 the total outstanding balance was $774.

which includes

accrued interest receivable for Q1 2021 of $15.

In 2018, all quarterly interest payments

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

In addition, principal payments totaling $ 30 were

made by the Vivos Group.

As of June 30, 2021, the total outstanding balance was $ 774 .

which includes accrued interest receivable of $ 15 .

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

1 unchanged sentence

Naveen Doki personally guaranteed

to MMG 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.

to MMG 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.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

of February 2020, the Company filed a lawsuit against the majority shareholder, pursuant to the personal guaranty agreement for

defaulting on the outstanding notes receivables.

summary, the Vivos Holdings receivable totaled $4,258 on December 31, 2020 which included $2,007 of additional borrowings over

the period between November 2016 and December 31, 2109.

As of March 31, 2021, the receivable totaled $4,308.

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

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

Naveen Doki and Silvija Valleru were

beneficial owners of Vivos and are also 5% or greater beneficial owners of Company Common Stock, which is qualified by

the Merger Arbitration complaint.

As of March 31, 2021 the total outstanding balance was $780.which includes interest of $12 for

In January 2021, MMG began charging the Maryland minimum interest rate by law allowed for defaulted totals as this note is in

default and we are pursuing collection via the Vivos Default Claim.

of February 2020, the Company filed a lawsuit against the majority shareholder, pursuant to the personal guaranty agreement for defaulting

on the outstanding notes receivables.

summary, the Vivos Holdings receivable totaled $ 4,258 on December 31, 2020, which included $ 2,007 of additional borrowings over the period

between November 2016 and December 31, 2109.

As of June 30, 2021, the receivable totaled $ 4,372 .

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

MMG 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, MMG 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.

Naveen Doki and Silvija Valleru were beneficial owners of

Vivos and are also 5 % or greater beneficial owners of Company Common Stock, which is qualified by the Merger Arbitration complaint.

of June 30, 2021, the total outstanding balance was $ 780 .which includes interest of $ 12 .

In January 2021, MMG began charging the Maryland

minimum interest rate by law allowed for defaulted totals as this note is in default and we are pursuing collection via the Vivos Default

Settlement Agreements

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

MMG received a net advance

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

MMG received a net advance of $ 487

in exchange for $ 705 of MMG’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.

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”).

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”).

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

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 MMG, Vivos Holdings, Vivos Acquisitions,

1 unchanged sentence

Silvija Valleru guaranteed the HCRN Credit Facility.

To secure repayment of their guarantee obligations,

To secure repayment of their guaranteed obligations,

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

3 unchanged sentences

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.

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

On December 10, 2018, the Company,

Vivos Holdings, Vivos Acquisitions, LLC, Mr.

Doki, and Mrs.

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.

As of December 31, 2019, the Company had repaid the outstanding

balance due for the Maslow Credit Facility under the settlement agreement in full.

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 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 .

INCORPORATED AND SUBSIDIARY

1 unchanged sentence

in thousands, except per share data)

MMG is facing pressure to make cash payments

pursuant to the Settlement Agreements prior to the Company’s anticipated liquidation of the shares of Company Common Stock pledged

pursuant to the Liquidation Agreement.

The Vivos Group that are the counterparties to the Liquidation Agreement are not cooperating with

the Company to liquidate the shares subject thereto as contemplated thereby.

No assurance can be given how long it will take to enforce

the requirements of the Liquidation Agreement.

The resulting time gap may present a liquidity issue for the Company.

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 to satisfy the shareholders’ obligations under the Settlement Agreements.

As of December 31, 2019,

the Company had repaid the outstanding balance due for the Maslow Credit Facility under the settlement agreement in full.

was facing pressure to make cash payments pursuant to the Settlement Agreements prior to the Company’s anticipated liquidation

of the shares of Company Common Stock pledged pursuant to the Liquidation Agreement.

So, on July 21, 2021, Maslow signed a settlement

agreement with Kinetic Direct Funding, LLC and Libertas Funding, LLC for $ 475 in order to remove MMG from the remaining obligation owed

by the Vivos Group which we were informed was $ 1,773.

Vivos Group that are the counterparties to the Liquidation Agreement are not cooperating with the Company to liquidate the shares subject

thereto as contemplated thereby.

No assurance can be given how long it will take to enforce the requirements of the Liquidation Agreement.

Having made the payment may at some point present a liquidity issue for the Company.

Party Relationships

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, MMG entered into a Securities Purchase Agreement with Hawkeye Enterprises, Inc., a company

owned and controlled by Mark Speck (“Mr.

Speck”), an officer and then director of Maslow.

to this agreement, MMG 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.

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, MMG entered into a Securities Purchase Agreement with Hawkeye Enterprises, Inc., a company owned

and controlled by Mark Speck (“Mr.

Speck”), an officer and then director of Maslow.

to this agreement, MMG 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,

July 31, 2019, prior to the Merger, MMG entered into a Securities Purchase Agreement with Mr.

Speck, the Company issued to this

individual a Warrant for 81,616 (on a post-Merger basis) shares of MMG 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 balance of $56 paid in

full on August 4, 2020.

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

and director of MMG.

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

of MMG Common Stock, and a Warrant to purchase 16,323 (on a post-Merger basis) shares of the MMG 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 in full on July 31, 2020.

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

the Merger, Hawkeye entered into a letter of intent (the “LOI”) regarding the potential acquisition of a complementary business.

MMG was then prohibited from entering into the LOI directly.

In connection with the LOI, Hawkeye paid a non-refundable deposit

of $75 with the understanding that after the closing of the Merger, the LOI would be assigned to the Company and the Company would reimburse

Hawkeye for the deposit.

On October 17, 2019, Hawkeye assigned, and MMG agreed to assume the LOI and reimbursed Hawkeye for the

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

Speck, the Company issued to this individual

a Warrant for 81,616 (on a post-Merger basis) shares of MMG 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 balance of $ 56 paid in full on August 4, 2020.

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

Pursuant to this agreement, the Company issued to this individual 32,646 (on a post-Merger basis) shares of MMG Common Stock,

and a Warrant to purchase 16,323 (on a post-Merger basis) shares of the MMG 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 in full on July 31, 2020.

INCORPORATED AND SUBSIDIARY

1 unchanged sentence

in thousands, except per share data)

term “warrant”

herein refers to warrants issued by MMG and assumed by RLBY as a result of the Merger.

all Warrants are the same other than as to the number of shares covered thereby.

The Warrant may be exercised at any time or from time

to time during the period commencing at 10:00 a.m.

Eastern time on first business day following the completion of the Qualified Financing

(as defined below) and expiring at 5:00 p.m.

Eastern time on the fifth annual anniversary thereof (the “Exercise Period”).

For purposes herein, a “Qualified Financing”

means the issuance by the Company, other than certain excluded issuances of

shares of Common Stock, in one transaction or series of related transactions, which transaction(s) result in aggregate gross proceeds

actually received by the Company of at least $5,000.

The exercise price per full share of RLBY Common Stock shall be 120% of the average

sale price of the RLBY Common Stock across all transactions constituting a part of the Qualified Financing, with equitable adjustments

being made for any splits, combinations or dividends relating to the RLBY Common Stock, or combinations, recapitalization, reclassifications,

extraordinary distributions and similar events, that occur following one transaction constituting a part of the Qualified Financing and

prior to one or more other transactions constituting a part of the Qualified Financing (the “Exercise Price”).

note warrants were not valued and included as liability on balance sheet because of uncertainty around their pricing, value and

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

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

Merger, Hawkeye entered into a letter of intent (the “LOI”) regarding the potential acquisition of a complementary

MMG was then prohibited from entering into the LOI directly.

In connection with the LOI, Hawkeye paid a non-refundable

deposit of $ 75 with the understanding that after the closing of the Merger, the LOI would be assigned to the Company and the Company

would reimburse Hawkeye for the deposit.

On October 17, 2019, Hawkeye assigned, and MMG agreed to assume the LOI and reimbursed

Hawkeye for the deposit.

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

term “warrant” herein refers to warrants issued by MMG and assumed by RLBY as a result of the Merger.

The terms of all Warrants

are the same other than as to the number of shares covered thereby.

The Warrant may be exercised at any time or from time to time during

the period commencing at 10:00 a.m.

Eastern time on first business day following the completion of the Qualified Financing (as defined

below) and expiring at 5:00 p.m.

Eastern time on the fifth annual anniversary thereof (the “Exercise Period”).

herein, a “Qualified Financing” means the issuance by the Company, other than certain excluded issuances of shares of Common

Stock, in one transaction or series of related transactions, which transaction(s) result in aggregate gross proceeds actually received

by the Company of at least $ 5,000 .

The exercise price per full share of RLBY Common Stock shall be 120 % of the average sale price of

the RLBY Common Stock across all transactions constituting a part of the Qualified Financing, with equitable adjustments being made for

any splits, combinations or dividends relating to the RLBY Common Stock, or combinations, recapitalization, reclassifications, extraordinary

distributions and similar events, that occur following one transaction constituting a part of the Qualified Financing and prior to one

or more other transactions constituting a part of the Qualified Financing (the “Exercise Price”).

note warrants were not valued and included as liability on balance sheet because of uncertainty around their pricing, value and low probability

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

prior filings, when referencing these related party notes, we have defined the issuer as the Company, when we could have been more specific

and referenced MMG or Reliability.

For clarification purposes, any of the related party transactions entered into prior to the

Merger on October 29, 2019, should refer to MMG and not Reliability.

For clarification purposes, any of the related party transactions entered into prior to the Merger

on October 29, 2019, should refer to MMG and not Reliability.

BUSINESS SEGMENTS

Company operates within three industry segments:

EOR, Recruiting and Staffing, and Video and Multimedia Production.

The EOR segment

provides media field talent to a host of large corporate customers in all 50 states.

The Recruiting and Staffing segment provides

skilled media and IT field talent on a nationwide basis for customers in a myriad of industries.

The Video and Multimedia Production

segment provides Script to Screen services for corporate, government and non-profit clients, globally.

following table provides a reconciliation of revenue by reportable segment to consolidated results for the three months ended

March 31, 2021 and 2020, respectively:

Company operates within four industry segments:

EOR, Recruiting and Staffing, Permanent Placements and Video and Multimedia Production.

The EOR segment provides media field talent to a host of large corporate customers in all 50 states.

The Recruiting and Staffing segment

provides skilled media and IT field talent on a nationwide basis for customers in a myriad of industries.

Permanent Placements was added

as a segment this quarter as the Company took on clients who will have the Company source candidates for permanent hire on a regular

The Video and Multimedia Production segment provides Script to Screen services for corporate, government and non-profit clients,

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

following table provides a reconciliation of revenue by reportable segment to consolidated results for the three months Ended June 30,

2021, and 2020, respectively:

SCHEDULE OF RECONCILIATION OF REVENUE AND OPERATING INCOME BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS

the three months ended June 30:

Recruiting and Staffing

Permanent Placement

Video and Multimedia Production

the six months ended June 30:

Recruiting and Staffing

Permanent Placement

Video and Multimedia Production

SUBSEQUENT EVENTS

Company has evaluated subsequent events through May 12, 2021 the date on which the unaudited condensed consolidated financial

statements were available to be issued.

Based upon this evaluation, management has determined that no material subsequent events

have occurred that would require recognition in or disclosures in the accompanying unaudited condensed consolidated financial

statements, except as follows:

April 28, 2021, MMG realized its eligibility and filed for the Cares Act Employee Retention Credit for a total of $1,486.

was filed on the Company’s Employer’s Quarterly Federal Tax Return for the first quarter 2021.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING

following discussion and analysis of our results of operations and financial condition should be read in conjunction with our

unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.

section includes several forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995,

that reflect our current views with respect to future events and financial performance.

All statements that address expectations

or projections about the future, including, but not limited to, statements about our plans, strategies, adequacy of resources

and future financial results (such as revenue, gross profit, operating profit, cash flow), are forward-looking statements.

of the forward-looking statements can be identified by words like “anticipates,”

“believes,”

“expects,”

“may,”

“will,”

“can,”

“could,”

“should,”

“intends,”

“project,”

“predict,”

“plans,”

“estimates,”

“goal,”

“target,”

“possible,”

“potential,”

“would,”

“seek,”

and similar references to future periods.

These statements are

not a guarantee of future performance and involve a number of risks, uncertainties and assumptions that are difficult to predict.

Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic

and competitive uncertainties, many of which are beyond our control or are subject to change, actual outcomes and results may

differ materially from what is expressed or forecasted in these forward-looking statements.

Important factors that could cause

actual results to differ materially from these forward-looking statements include, but are not limited to:

the impact of the COVID-19

pandemic on us and our clients;

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

fund our business plan and expenses on terms acceptable to the Vivos Group or at all;

negative outcome of pending and future claims

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

potential loss of clients

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

weakness in general economic conditions and levels of capital

spending by customers in the industries we serve;

weakness or volatility in the financial and capital markets, which may result

in the postponement or cancellation of our customers’

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

or reductions in U.S.

government spending;

credit risks associated with our customers;

competitive market pressures;

the availability

and cost of qualified labor;

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

staff employees;

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

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

our performance on customer contracts;

and government policies, legislation or judicial decisions adverse to our businesses.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

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

as required by law.

We recommend readers to carefully review the entirety of this Quarterly Report, the “Risk Factors”

in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the other reports and documents

we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports

on Form 10-Q and our Current Reports on Form 8-K.

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

performance of our business and the other non-historical statements in the discussion and analysis are forward-looking statements.

These forward-looking statements are subject to risks, uncertainties and other factors including those described in “Item

Risk Factors”

of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 with the SEC.

actual results may differ materially from those contained in any forward-looking statements.

You should read the following discussion

together with our financial statements and related notes thereto and other financial information included in this Quarterly Report

on Form 10-Q.

ACCOUNTING POLICIES AND COMMENTS RELATED TO OPERATIONS

discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial

statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation

of these unaudited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts

of assets, liabilities, revenues and expenses based on historical experience and various other factors that are believed to be

reasonable under the circumstances.

Actual results may differ from these estimates under different assumptions or conditions.

have been no material changes or developments in the Company’s evaluation of the accounting estimates and the underlying

assumptions or methodologies that it believes to be Critical Accounting Policies and Estimates as disclosed in its Form 10-K for

the year ended December 31, 2020.

Management’s

Discussion included in the Form 10-K for the year ended December 31, 2020 includes discussion of various factors and items related

to the Company’s results of operations and liquidity.

There have been no other significant changes in most of the factors

discussed in the Form 10-K and many of the items discussed in the Form 10-K are relevant to 2021 operations;

thus, the reader

of this report should read Management’s Discussion included in Form 10-K for the year ended December 31, 2020.

OF OPERATIONS

for the three months ended March 31, 2021 was $5,794 which was $3,007 lower than for the same period in 2020 which was $8,801.

EOR revenues declined 37.1% or $2,655, and staffing revenue by 31.5% or $406 as demand for services was down from a year ago which

before the mid-March 2020 governmental shutdown caused by the COVID-19 pandemic, was buoyed by election and sporting event client

AT&T’s DirecTV unit cancellation of several Sirius-XM shows accounted for an estimated $1,000 revenue decline

which represents approximately 33% of our overall comparative revenue decline and 37% of the EOR comparative Q1 decline.

revenue was adversely impacted by our IQS IT division which saw a dramatic decline of $516 or 65.3% from $790 in Q1 2020, to $274

in the Q1 2021, as 2 clients ceased employing our IT solutions almost altogether ($402 revenue decline) and one of our largest

clients converted 4 full-time equivalents (“FTE”) to permanent roles over the course of 12 months after April 1, 2020,

leading to a $84 top line comparative Q1 reduction.

Conversely, Media staffing grew 22% to $610 as head count increased by a commensurate

percentage of 25% by end of the quarter.

of Revenue / Gross Profit

Profit was $747 representing 12.9% of revenues, which was $285 below the gross profit of $1,032 in the first quarter of 2020.

Although revenues from Q1 declined by 34.2% from Q1 2020, gross margins only declined by 27.7%.

This was a result of Q1 profit

margin improved from 11.7% in Q1 2020 to 13% in Q1 2021.

Margin improvement can be attributed to product mix being more titled

to higher margin staffing and Video Production, which combined was 22.3% in Q1 2021 versus 18.5% in Q1 2020.

and Administrative (“G&A”)

and administrative expenses for the three months ended March 31, 2021 were $810, as compared to $1,091 in the comparable period in

The $281decrease in comparative three-month periods is due to $101 in salary and benefit cost reductions, outside legal costs

declined by $90 and accounting fees by $19.

Given the adverse effect on revenues caused by COVID-19, and the need to add new

clients, management restructured the organization accordingly, which improved sales resources, but lowered overhead costs by 15% to

Company recognized interest expense in the amount of $45 during the three months ended March 31, 2021, compared to $138 during

the prior year period.

The $93 decrease is directly attributed to a significant decreased reliance on the factoring line that

had an outstanding average Q1 2020 balance of $4,711 compared to $2,164 in 1Q 2021.

This resulted in a savings of approximately

$50 and paying off the convertible note which carried approximately $26 in interest in 2020.

The Triumph Loan for $250 which was

satisfied in February had $11 more in costs in 2020.

Company incurred a lower net loss in first quarter of 2021 at $28 compared to a year earlier when it was $237 as the reduced G&A

and interest charges (includes VIE related interest), and income tax coupled with $75 in earned interest, totaled a $489 improvement

from a year ago, compared to a reduction of $285 netting 204 in net profit improvement in Q1 2021compared to March 31, 2020.

AND CAPITAL RESOURCES

working capital requirements are driven predominantly by EOR field talent payments, G&A salaries, public company costs, interest

associated with factoring, and client accounts receivable receipts.

Since receipts from client payments are on average 70 days

behind payments to field talent, working capital requirements can be periodically challenged.

We have a Factoring Facility with

Triumph Business Capital (“TBC”).

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

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

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

may be more likely to be delinquent in their payments.

However, to date, we have not seen any adverse change in our collections,

with our Days Outstanding (DSO) improving to 63 days compared to 73 on December 31, 2020.

Our DSO increased in 2020 because several

of our large clients now require 60-to-90-day terms.

As of March 31, 23% of our invoicing was > 60 days aged.

of March 31, 2021, 64% of our $3,964 in total A/R was < 31 days, 34% 1 to 30 days past due, 5% between 31 and 60 days past

due and 2% ($66) greater than 60 days.

As of March 31, 2021, having 7% of our A/R > 31 days is an improvement over December

31, 2020, where 11% of our A/R was aged >31 days.

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

with Triumph enabling access to the 7% unfactored portion.

Because certain large clients have changed their payment practices

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

since Triumph no longer provides credit if an account obligor pays more than 120 days after the invoice date.

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

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

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

by cash factoring and other borrowing interest;

and debt payments.

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

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

the past we have employed factoring.

Debtors as of March 31, 2021, had notes receivable totaling $4, 308 including default on a $3,000 promissory note and on a $750

tax obligation in December 2019.

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

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

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

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

However, all 300

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

No shares are expected to become

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

At that point, the Company

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

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

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

May 5, 2020, MMG received 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.

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

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

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

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

The Company may apply for forgiveness earlier if they determine

that doing so will maximize the amount of loan forgiveness.

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

revisions and additions to the PPP established by the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”),

and previously amended by the Paycheck Protection Program Flexibility Act (“PPP Flexibility Act”).

President Trump

signed the bill on December 27, 2020.

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

Federal level.

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

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

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

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

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

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

requirements had lessened.

of March 31, 2021, our working capital was $5,938, compared to $5,970 at the end of December 2020, and $566 a year ago as the

PPP funds enabled the Company to build A/R reserves since PPP funds were employed to pay salaries of both outsourced and G&A

employees during the covered 24-week period between May and October 2020.

Company has evaluated subsequent events through August 15, 2021, the date on which the unaudited condensed consolidated financial statements

were available to be issued.

Based upon this evaluation, management has determined that no material subsequent events have occurred that

would require recognition in or disclosures in the accompanying unaudited condensed consolidated financial statements, except as follows:

July 21, 2021, Maslow entered into a settlement agreement with Libertas and Kinetic, which resulted in MMG paying both parties $ 475 ,

to settle the obligation which Vivos Holdings, LLC had committed MMG to, in July 2018.

The agreement which included $ 100 in legal fees,

released MMG from all claims judgements and obligations against MMG but did not release Naveen Doki, Silvija Valleru, Judos Trust, Igly

Trust, Srinivas Kalidindi, Shirisha Janumpally, Federal Systems, Kalyan Pathuri, US IT Solutions Inc., 360 IT Professionals Inc., Alliance

Vivos IT LLC, Vivos Global Holdings LLC, Vivos Acquisitions LLC, or Vivos Holdings.from the remaining obligation.

to Kinetic and Libertas the amount due before the settlement was $ 1,773 .

MMG became a debtor when Vivos Holdings had included MMG as

a signer on its confession of judgement in September 2018.

MMG will pursue enforcement of the aforementioned Liquidation Agreement, (See

Note 2) which was put into place prior to the Merger Agreement to shield the Company if the Vivos Group should default, which unbeknownst

to the Company had already transpired, prior to the merger closing.

However, upon default the Libertas notes reverted to their original

outstanding totals.

There were 4 total loans in the settlement, with the 3 domesticated judgements in Montgomery County circuit court

relating to MMG totaling $1,038.

MMG’s negotiated payment of $475 settles that portion of the Libertas debt.

9, 2021, Reliability filed an additional claim in the Debt Collection Suit and Vivos Default Counterclaim in the Circuit Court of Montgomery

County, Maryland against Doki, Valleru, Pathuri, Janumpally, Igly, and Judos, asserting that the Respondents breached the Merger Agreement

in a number of significant respects and potentially committed fraud in connection with the Merger.

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-Q

Item 1. Financial Statements