What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-31 compared with 2021-03-31 · 355 added, 350 removed, 73 unchanged (91% of the section changed)

Incorporated (“Reliability”

or the “Company”), headquartered in Clarksburg, Maryland, through its wholly

owned subsidiary, The Maslow Media Group, Inc.

(“Maslow”

or “MMG”), provides workforce solutions to its

clients consisting primarily of Employer of Record (“EOR”) services, recruiting and staffing, and video and multimedia

The Company focuses on domestic clients but provides services to these clients throughout the world.

The Company’s

clients are in diverse industries including media, financial services, banking, medical devices, pharmaceuticals, telecommunications,

energy, healthcare, photography and chain restaurants.

was founded in 1988 by Linda Maslow whose impetuous was recognizing the need for a single resource that could provide qualified

production crews to Washington, D.C.’s television, cable, and multimedia outlets.

Maslow was later incorporated in Virginia

in 1992 and changed its name to our current legal name, The Maslow Media Group, Inc.

Maslow’s initial business consisted

of providing “script to screen”

services which consisted principally of providing production management and services

to television, cable, and multimedia outlets.

Over time, Maslow expanded its product offerings, adding workforce management solutions,

such as EOR services, and recruiting and staffing services.

As Maslow grew, it expanded its geographic footprint by acquiring

clients outside of the Washington D.C.

On November 9, 2016, Linda Maslow sold

the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Naveen Doki (“Mr.

Doki”) and Silvija Valleru

Valleru”).

In 2018, Vivos Holdings and several other

Vivos companies, (“Vivos Group”) engaged an investment banker who approached management of Reliability to discuss a potential

reverse merger transaction.

The reverse merger was consummated on October 29, 2019.

As a result of the Merger, Vivos Holdings

acquired approximately 86% of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings;

two married couples through their direct ownership of shares as well as indirect ownership through entities controlled by them.

Company was incorporated under the laws of the State of Texas in 1953.

From 1971 to 2007, the Company was principally engaged

in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated circuits.

This business was shut down in 2007, and the Company was continued as a “shell company”

as defined by the Exchange

Act, with no operating activities until October 29, 2019 when the Company acquired Maslow.

October 29, 2019, Maslow became a wholly owned subsidiary of Reliability by merging R-M Merger Sub, Inc., a Virginia corporation

and a wholly owned subsidiary of Reliability, with and into Maslow, with Maslow being the surviving corporation (the “Merger”).

Incorporated (“Reliability” or the “Company”), headquartered in Clarksburg, Maryland, through its wholly owned

subsidiary, The Maslow Media Group, Inc.

(“Maslow” or “MMG”), provides workforce solutions to its clients consisting

primarily of Employer of Record (“EOR”) services, recruiting and staffing, and video and multimedia production.

focuses on domestic clients but provides services to these clients throughout the world.

The Company’s clients are in diverse industries

including media, financial services including banking, medical devices, pharmaceuticals, telecommunications, energy, healthcare, photography

and chain restaurants.

was incorporated under the laws of the State of Texas in 1953.

From 1971 to 2007, the Company was principally engaged in the design,

manufacture, market, and support of high-performance equipment used to test and condition integrated circuits.

This business was shut

down in 2007, and the Company was continued as a “shell company” as defined by the Exchange Act, with no operating activities

until October 29, 2019, when the Company acquired Maslow.

was founded in 1988 by Linda Maslow whose impetuous was recognizing the need for a single resource that could provide qualified production

crews to Washington, D.C.’s television, cable, and multimedia outlets.

Maslow was later incorporated in Virginia in 1992 and changed

its name to our current legal name, The Maslow Media Group, Inc.

Maslow’s initial business consisted of providing “script

to screen” services which consisted principally of providing production management and services to television, cable, and multimedia

Over time, Maslow expanded its product offerings, adding workforce management solutions, such as EOR services, and recruiting

and staffing services.

As Maslow grew, it expanded its geographic footprint by acquiring clients outside of the Washington D.C.

November 9, 2016, Linda Maslow sold the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Naveen Doki (“Mr.

Doki”) and Silvija Valleru (“Ms.

2018, Vivos Holdings and several other Vivos companies, (“Vivos Group”) engaged an investment banker who approached management

of Reliability to discuss a potential reverse merger transaction.

The other investors who collaborated on a share swap of Maslow for

other Vivos companies were Shirisha Janumpally (“Mrs.

Janumpally”) ,

Doki, and Kalyan Pathuri (“Mr.

Pathuri”), husband of Silvija Valleru.

4 individuals, Mr, Doki, Mrs.

Janumpally, Mr.

Pathuri, and Mrs, Valleru 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”).

reverse merger was consummated on October 29, 2019.

As a result of the Merger, the Vivos Group (Vivos Holdings LLC officially) acquired

approximately 84% of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings LLC.

October 29, 2019, Maslow became a wholly owned subsidiary of Reliability by merging R-M Merger Sub, Inc., a Virginia corporation and

a wholly owned subsidiary of Reliability, with and into Maslow, with Maslow being the surviving corporation (the “Merger”).

The Merger is more fully described in our Current Report on Form 8-K filed on October 30, 2019.

Company ceased to be a “shell”

company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended,

(the “Exchange Act”) by virtue of its ownership of Maslow following the Merger.

The acquisition of Maslow also resulted

in a “change in control”

of Reliability.

the Merger, Maslow expanded its staffing vertical footprint by acquiring the business assets of Intelligent Quality Solutions

(“IQS”), providing IT Staffing solutions in December 2019, which formerly operated in Plymouth, Minnesota.

On 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 Mr.

Doki (collectively “Vivos Debtors”), to enforce Maslow’s rights

under certain promissory notes and a personal guarantee made by the Mr.

Company ceased to be a “shell” company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the

“Exchange Act”) by virtue of its ownership of Maslow following the Merger.

The acquisition of Maslow also resulted in a “change

in control” of Reliability.

the Merger, Maslow expanded its staffing vertical footprint by acquiring the business assets of Intelligent Quality Solutions Inc.

from Vivos Holdings, Inc.

providing IT Staffing solutions in December 2019, which formerly operated in Plymouth, Minnesota.

or about February 25, 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 Mr.

Doki (collectively “Vivos Debtors”), to enforce Maslow’s

rights under certain promissory notes and a personal guarantee made by the Mr.

On or about May 6, 2020, the Defendants filed a

counterclaim and third-party complaint for Damages, declaratory and injunctive Relief and jury Demand (the “Counterclaim”).

Both cases are proceeding to go to trial scheduled to begin October 4, 2021.

We refer to this dispute as the “Vivos Matter.”

Please see Item 3 under LEGAL PROCEEDINGS for more detail and context.

of March 15, 2021, there were 300,000,000 shares of the Company’s common stock, no par value per share (the “Company

Common Stock,”

or “Common Stock”) outstanding.

As of March 23, 2021, we had 22 team

members (staff employees) at our Clarksburg, MD corporate and remote locations.

During the fiscal year ended 2020, we assigned

approximately 1,067 field talent workers and approximately 129 were working on average throughout the year.

of March 23, 2021, 648 active field talent workers had been employed over the past 6 months.

counterclaim and third-party complaint for Damages, declaratory and injunctive Relief and jury Demand (the “Counterclaim”).

Company also began pursuing arbitration in New York in 2020 which was the contractual remedy for breaches of the Merger agreement between

Maslow and Reliability.

It is the Company’s contention that the Vivos Group failed to disclose several material pieces of information

to Reliability management pre-merger as was required by the Merger agreement.

Additionally, the Vivos Group declined to honor a number

of commitments made to Reliability including a $3,000 promissory note and an agreement to shield the Company from their personal debt

per the “Liquidation Agreement (See 1A and Item 3).

Per the Merger agreement these breaches can lead to a loss of up to all shares

in Reliability for the Vivos group.

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.

On January 20, 2021, Defendants and Counter/Third-Party Plaintiffs, Vivos, VREH, Doki, Pathuri,

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

However, the deadline to pursue the appeal lapsed absent additional

filings by the Vivos Group.

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

LLC and Kinetic for $475.

This debt belonged to Vivos Holdings LLC, and the aforementioned Liquidation Agreement, had been created as

a safeguard to shelter Maslow should Vivos Holdings, LLC default, which actually transpired prior to the Merger closing in October 2019.

(See Section 1A).

September 7, 2021, the Company entered to Arbitration and Tolling Agreements with the (the “Agreements”) Vivos Group and

all other persons who were parties to the pending litigation previously reported in the Texas, New York and Maryland courts and before

the American Arbitration Association.

The Agreements call for the stay or dismissal of the pending litigation, with the parties agreeing

to resolve their disputes before a single arbitrator in Maryland.

March 21, 2022, the Company began its arbitration proceedings against the Vivos group that is slated to run into the second quarter 2022.

Maslow contends the Vivos Group committed merger violations which could result in relinquishment in whole or in part shares of Company

common stock received by the Respondents in connection with the Merger.

We anticipate an arbitration decision by July 7, 2022.

refer below to the disputes between Reliability and the Vivos Group as the “Vivos Matter.”

of December 31, 2021, the Vivos Debtor balance was $4,985.

of March 31, 2022, there were 300,000,000 shares of the Company’s common stock, no par value per share (the “Company

Common Stock,” or “Common Stock”) outstanding.

of March 30, 2022, we had 20 team members (staff employees) at our Clarksburg, MD corporate and remote locations.

the fiscal year ended 2021, we assigned approximately 2,000 field talent workers and approximately 268 were working on average

or were deemed full time equivalent (FTE) throughout the year.

of December 31, 2021, 794 active field talent workers and Maslow staff employees had been employed over the past 6 months.

Approximately

15% of our field talent are represented by a labor union.

We are not aware of any current labor efforts or plans to formalize

organize any of our other team members or field talent.

We are not aware of any current labor efforts or plans to formalize organize

any of our other team members or field talent.

To date we have not experienced any material labor disruptions.

Because of the sudden drop-in client requirements

due to the COVID-19 pandemic, in March 2020 the Company reduced the hours of contracted employees, reduced corporate salaries, and

furloughed six (6) general and administrative personnel.

However, upon receipt of Payroll Protection Act (“PPP”) funds

totaling $5,215,605 in early May 2020, the Company was able to bring back those employees willing to return, plus commence

hiring in direct proportion to our client resource demands.

The Company also returned those reduced corporate salaries back to normal

levels and paid back the previously suspended amounts.

The Company also lowered a number of sales and recruiting employee

salaries as part of a compensation restructuring, moving more of their compensation to a performance-based commission.

of Record (“EOR”)

Maslow’s

March 2020, the Company began experiencing a sudden drop-in client requirements due to the COVID-19 pandemic, resulting in hours of contracted

employees being slashed.

a corporate employee perspective at 2021 year end, Maslow had 23 FTE’s on staff up from 22 a year ago.

of Record (“EOR”)

EOR product is a unique outsourced managed workforce solution.

The costs and compliance obligations relating to the employment

of contingent or permanent workers is borne by Maslow.

These workers are Maslow employees, and the client is responsible for maintaining

its workplace, but all administrative roles and responsibilities are handled by Maslow as the employer of record.

This arrangement

also obviates the need for our clients to hire freelance contractors for short-term or project-based hiring, who may later be

re-classified as “employees”

The costs and compliance obligations relating to the employment of contingent

or permanent workers are borne by Maslow.

These workers are Maslow employees, and the client is responsible for maintaining its workplace,

but all administrative roles and responsibilities are handled by Maslow as the employer of record.

This arrangement also obviates the

need for our clients to hire independent contractors for short-term or project-based hiring, who may later be re-classified as “employees”

by the Department of Labor, resulting in significant costs to the client.

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offerings and administration;

claim management;

compensation claim management;

State/County/City mandated employee benefits, such as paid safe and sick leave;

mandated training administration

○ Unemployment

claims administration

site workforce management

EOR solution is different than a professional employer organization (“PEO”).

In the PEO model, the workers are employees

of the PEO’s client.

EORs differ from PEOs in that the EOR;

the employer of the customer’s worker;

all liabilities (i.e., U.S.

Department of Labor classification,

worker’s compensation, etc.) and responsibilities for its workers provided to customers;

responsible for all compliance with federal and state regulations,

including healthcare mandates such as the Affordable Care Act;

Department of Labor classification, worker’s compensation, etc.) and responsibilities for its workers

provided to customers;

responsible for all compliance with federal and state regulations, including healthcare mandates such as the Affordable Care Act;

maintain a single service agreement with the EOR;

the ability to offer employee benefits to workers that may

not be provided on a cost-effective basis by the customer;

the ability to offer employee benefits to workers that may not be provided on a cost-effective basis by the customer;

all issues arising from employment contracts;

its own benefit plan to its employees, meaning clients could

enact a significant savings depending on generosity of their benefit package to their employees.

its own benefit plan to its employees, meaning clients could enact a significant savings depending on generosity of their benefit

package to their employees.

Recruiting/Staffing

has been in the staffing business for over thirty years.

During that time, Maslow has developed, and we continue to develop, a

large global network of multimedia and video production workers for our media clients, camera crews and other technical

and creative talent.

Maslow uses this extensive network to rapidly respond to our clients’

needs for contingent staffing

and permanent placements.

During that time, Maslow has developed, and we continue to develop, a large

global network of multimedia and video production workers for our media clients, camera crews and other technical and creative talent.

Maslow uses this extensive network to rapidly respond to our clients’ needs for contingent staffing and permanent placements.

December 2019, Maslow acquired the operational assets of Intelligent Quality Solutions, Inc.

(“IQS”), a staffing firm

focused on information technology (“IT”) related industries and specializing in software testing.

IQS formerly operated

out of Plymouth, Minnesota.

temporary staffing services consist of on-demand or short-term staffing assignments, contract staffing, and on-site management

(“IQS”), a staffing firm focused

on information technology (“IT”) related industries and specializing in software testing.

IQS formerly operated out of Plymouth,

overall temporary staffing services consist of on-demand or short-term staffing assignments, contract staffing, and on-site management

administration.

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the ongoing expense and administrative responsibilities associated with recruiting, hiring and retaining these employees.

and more companies are focused on effectively managing variable costs and reducing fixed overhead.

The use of short-term staffing

services allows companies to utilize a contingent staffing approach for their personnel needs, thereby converting a portion of

their fixed personnel costs to a variable expense.

staffing services place workers with clients for assignments lasting from three months to an indefinite time period or the placement

of full-time equivalent employees on a contingency fee basis.

We offer our clients several levels of staffing services

including providing just the managed service or more involved assignments consisting of staffing an entire department or providing

the workforce for a large project.

some cases, we place an experienced workforce manager on-site at our client’s place of business.

More and more

companies are focused on effectively managing variable costs and reducing fixed overhead.

The use of short-term staffing services allows

companies to utilize a contingent staffing approach for their personnel needs, thereby converting a portion of their fixed personnel

costs to a variable expense.

staffing services place workers with clients for assignments lasting from three months to an indefinite time period.

We offer our clients

several levels of staffing services including providing just the managed service or more involved assignments consisting of staffing

an entire department or providing the workforce for a large project.

some cases, we place an experienced workforce manager on-site at our client’s place of business.

This manager then has responsibility

of conducting all recruiting, employee screening, interviewing, drug testing, hiring and employee placement for employees

at the client’s place of business.

is common in the staffing industry, our engagements to provide temporary services to our client are generally of a non-exclusive,

of conducting all recruiting, employee screening, interviewing, drug testing, hiring and employee placement for employees at the client’s

place of business.

is common in the staffing industry, the majority of our engagements to provide temporary services to our client are generally of a non-exclusive,

short-term nature and subject to termination by our client with little or no notice.

Near-term strategy to identify exclusive contractual

engagements will further strengthen the stability of this revenue stream.

2021, we began focusing on the placement of full-time equivalent employees on a contingency fee basis as a stand-alone practice.

Because the margins are significantly higher, this line of business boosts our overall margins and operating incomes as explained in

Results of Operations.

Permanent Placement margins are much higher than temporary staffing and EOR in that we do not bare employee or

1099 costs for the direct hire/permanent placement.

Video/Multimedia

Maslow continues to be a provider of multimedia

and video production solutions.

Maslow provides script-to-screen production services for corporate, government and non-profit

use our large, pre-vetted network of worldwide freelancers with high-level technical and creative skills to respond quickly to

our clients’

Our network includes directors of photography, audio engineers, make-up artists, field producers, gaffers

and grips, talent, teleprompter operators, and drone operators.

Maslow provides video production services to our clients for the

purpose of branding videos, documentaries, Public Service Announcements, training modules, live events, webcasts, animation, projects,

Our freelance video production teams and clients collaborate with our in-house, full-time Video Production Managers

who bring years of experience to every project, and who work side-by-side with the team to create the vision and story for the

In addition to human assets, Maslow sources the latest technical broadcast equipment for television, the internet and

social media.

Our network includes freelance talent across the globe to allow us to provide local talent, resulting in cost

savings to our clients.

continues to be a provider of multimedia and video production solutions via its script-to-screen production services for corporate, government

and non-profit clients.

use our large, pre-vetted network of worldwide freelancers with high-level technical and creative skills to respond quickly to our clients’

Our network includes directors of photography, audio engineers, make-up artists, field producers, gaffers and grips, talent, teleprompter

operators, and drone operators.

Maslow provides video production services to our clients for the purpose of branding videos, documentaries,

Public Service Announcements, training modules, live events, webcasts, animation, projects, and more.

Our freelance video production

teams and clients collaborate with our in-house, full-time Video Production Managers who bring years of experience to every project,

and who work side-by-side with the team to create the vision and story for the project.

In addition to human assets, Maslow sources the

latest technical broadcast equipment for television, the internet and social media.

Our network includes freelance talent across the

globe to allow us to provide local talent, resulting in cost savings to our clients.

provides, among others, the following production services;

pre-Production conceptualization

of final video deliverable;

project consultation

from scriptwriting to site scouting;

budget development

and management;

booking and managing

of logistics for field and studio teams;

broadcast level

HD camera crews and field support worldwide including makeup artists, AV support, field producers, and full equipment rental;

pre-Production

conceptualization of final video deliverable;

consultation from scriptwriting to site scouting;

development and management;

and managing of logistics for field and studio teams;

level HD camera crews and field support worldwide including makeup artists, AV support, field producers, and full equipment rental;

post-production

facilities and freelance support including non-linear editors, graphic artists, narrators and actors;

animation and graphic

design development, including whiteboard animation;

live transmission

services from satellite to streaming;

management of fully

staffed client studios.

Quality Solutions (“IQS”)

The Company operates its IQS assets as an

IT staffing division within Maslow.

Maslow provides quality assurance (“QA”) analysts, engineers, R&D, testers,

developers, business systems analysts and other resources to our customers in a myriad of industries including those manufacturing

and or providing medical devices, health care, energy technologies, mobile communications, and photography, as well as

restaurant chains.

We have significant experience with Software

Quality Management SQM, affording our clients sophisticated Independent Verification & Validation (“IV&V”)

and QA Consulting Solutions.

Our clients can leverage our software testing experience to verify and validate the effectiveness

of the applications they deploy and thereby get the best value for their technology investments.

We provide staff augmentation

and permanent placement from our technical resource pool comprised of top industry professionals.

Our team members are typically

full-time IQS employees that have established themselves as leaders in their chosen field.

We can augment your team with any of

the following skill sets:

and graphic design development, including whiteboard animation;

transmission services from satellite to streaming;

of fully staffed client studios.

Quality Solutions (“IQS”)

Company operates its IQS assets as an IT staffing division within Maslow.

Maslow provides IT staff augmentation for software developers,

architects, quality assurance (“QA”) analysts, engineers, R&D, testers, business systems analysts and other resources

to our customers in a myriad of industries including those manufacturing and or providing medical devices, health care, energy technologies,

mobile communications, and photography, as well as the restaurant and hospitality industry.

provide staff augmentation from our technical resource pool comprised of top industry professionals.

Our team members are typically full-time

employees that have established themselves as leaders in their chosen field.

We normally provide talent with skill sets that perform

these types of roles:

Device Engineers (including Quality Engineers, R&D, Manufacturing and Electrical)

Engineer (“QE”) and

is an innovative leader in information technology staffing and staff augmentation.

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teams support client projects with dedicated research, sourcing and recruiting specialists.

IQS provides ongoing training for

our managed teams, keeping them abreast of industry trends, practices and technologies.

Clients who have partnered for managed

Human Resource operations and services with IQS have discovered that they lower costs, reduce risk and streamline critical processes.

IQS provides ongoing training for our managed

teams, keeping them abreast of industry trends, practices and technologies.

Clients who have partnered for managed Human Resource operations

and services with IQS have discovered that they lower costs, reduce risk and streamline critical processes.

dedicated recruiting project teams provide:

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operates within the workforce management industry.

The services Maslow provides (managed services, employer of record, staffing,

recruiting, and video production services) generally fall within the broader category known as “workforce management”

The services Maslow provides (managed services, employer of record, staffing, recruiting,

and video production services) generally fall within the broader category known as “workforce management” services.

temporary staffing portion of the workforce management industry supplies workers to clients.

These services offer client’s

the ability to rapidly match their workforce to changes in business conditions and needs.

In some cases, clients can convert fixed

labor costs to variable costs.

The demand for a flexible workforce continues to grow with competitive and economic pressures on

employers to reduce costs, manage payroll compliance risks and respond to changing market conditions.

Staffing Industry Analysts 2019 North America Staffing Company Survey, the 2019 trend expected to have the most impact to staffing

businesses include:

An increased role for technology/artificial intelligence (“AI”), expansion of gig work and staffing

convergence with human cloud, increased VMS/MSP use, a continuation of talent shortages, more legislative/regulatory involvement

in staffing, clients doing more in house recruiting, negative economic trends, and increased use of flexible/remote work.

These services offer client’s the

ability to rapidly match their workforce to changes in business conditions and needs.

In some cases, clients can convert fixed labor

costs to variable costs.

The demand for a flexible workforce continues to grow with competitive and economic pressures on employers to

reduce costs, manage payroll compliance risks and respond to changing market conditions.

Staffing Industry Analysts’ (SAI) 2021 North America Staffing Company Survey, the 2022 trend expected to have the most impact

to staffing businesses include:

increased VMS/MSP use, a continuation of talent shortages, economic slowdown or downturn, customers

moving to AI and hired recruiters to fulfill staffing needs, and company increasing use of flexible/remote workers.

temporary staffing industry is large and highly fragmented with thousands of competing companies.

It is estimated that the 2021

temporary staffing market will be $136.4 billion, which is up from an estimated $119 billion in 2020.

The market hit a high

in 2019 at $151.8 billion.

Staffing companies compete both to recruit and retain a supply of field talent and to attract and retain

clients to use these workers.

Client demand for temporary staffing services is dependent on the overall strength of the labor

market and trends toward greater workforce flexibility.

The temporary staffing industry includes several markets focusing on business

needs that vary widely in duration of assignment and level of technical specialization.

temporary staffing market is subject to volatility based on overall economic conditions.

Historically, in periods of economic

growth, the number of companies providing temporary staffing services has increased due to low barriers to entry.

During recessionary

periods, the number of companies has decreased through consolidation, bankruptcies based on loss of key clients or material reductions

of usage by existing clients, or other events.

Prior to the onset of the COVID-19 pandemic, we had been seeing that the temporary

staffing industry is experiencing increased demand in relation to total job growth as clients continue to seek a more flexible

It is estimated that the 2022 U.S.

temporary staffing market will be between $156.4 and 157.9 billion, which is up from an estimated $151.8 billion in 2021 (Statistica).

This matches the market’s previous high in 2019 at $151.8 billion and represents a 16% increase over 2020.

companies compete both to recruit and retain a supply of field talent and to attract and retain clients to use these workers.

demand for temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility.

The temporary staffing industry includes several markets focusing on business needs that vary widely in duration of assignment and level

of technical specialization.

the temporary staffing market is subject to volatility based on overall economic conditions.

Historically, in periods of economic growth,

the number of companies providing temporary staffing services has increased due to low barriers to entry.

During recessionary periods,

the number of companies has decreased through consolidation, bankruptcies based on loss of key clients or material reductions of usage

by existing clients, or other events.

Prior to the onset of the COVID-19 pandemic, we had been seeing that the temporary staffing industry

was experiencing increased demand in relation to total job growth.

Post COVID, clients continue to seek a more flexible workforce.

2021, staffing revenue returned to 2019 levels with an expectation of a 3-4% growth in 2022.

to Staffing Industry Analysts (“SIA”) Global talent shortages are at a 15-year high, and more than one in three US employers

report difficulty filling jobs.

SIA cites the by Manpower Group report which states;

“the US has been

facing an extreme talent shortage crisis – a crisis that has made it difficult for staffing coordinators to source quality talent

A crisis that might not be leaving soon.

A crisis that will require staffing agencies to revamp their recruitment approach.”

This addresses the current demand-supply shortage paradigm the staffing industry faces.

states that “Compared to the pre-pandemic year of 2019, the staffing industry in 2022 is more resilient, more automated, more efficient,

more empathetic and, thankfully, facing more demand.

This should be a good year.”

state has their own set of employment laws and regulations.

The complexity of keeping up with this regulatory compliance landscape,

particularly for smaller employers and companies requiring workers in multiple states, has focused more attention on EOR services.

For example, California adopted eleven new employment laws for 2020.

The complexity of keeping up with this regulatory compliance landscape, particularly

for smaller employers and companies requiring workers in multiple states, has focused more attention on EOR services.

For example, California

adopted eleven new employment laws for 2020.

reaction to the COVID-19 pandemic, federal and state legislatures have proposed and enacted legislation affecting the employee-employer

relationship and these new and proposed laws may have a material impact on our operations, business, finances and prospects.

instance, restrictions have been instituted in several states preventing large number of employees to return to the office.

certainty can be provided as to the nature of these new regulations or their impact.

Individual states continue to change their

pandemic related requirements to relax or remove restrictions on employers, but not assurance can be given as to the effect of

these changes or the potential that they may be reimposed if conditions warrant.

large portion of our business comes from two clients, AT&T Services, Inc.

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

and 2021 for instance, restrictions were instituted in several states preventing large number of employees to return to the office.

companies in 2021 had their workforces return to work in some capacity but included COVID vaccination mandates which a portion of the

US population were not willing to comply with, resulting in many cases in employment termination.

No certainty can be provided as to

the nature of new regulations or their impact.

Individual states continue to change their pandemic related requirements to relax or remove

restrictions on employers, but no assurance can be given as to the effect of these changes or the potential that they may be reimposed

if conditions warrant.

the largest portion of our business have come from two clients, AT&T Services, Inc.

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

and Janssen Pharmaceuticals (which includes workforce partners Ortho McNeil and Johnson & Johnson).

AT&T and Janssen Pharmaceuticals

accounted for 28.8% and 10.9% of the Company’s total revenues for 2020.

In 2019 AT&T accounted for 37.5% of the Company’s

business while Janssen accounted for 11.3%.

The combination of revenue from new accounts and a drop in revenue by AT&T by

25% due to COVID-19 stay at home orders resulted in a more egalitarian client mix.

comprised of 48.5% and 50% of the accounts receivable balance as of December 31, 2020 and 2019, respectively.

Janssen Pharmaceuticals

comprised of 18.4% and 19% of accounts receivable as of December 31, 2020 and 2019, respectively.

No other client exceeded 10%

significant customers include Morgan Stanley, Goldman Sachs, Abbott Labs, Kaiser Permanente, Discovery, WETA, Felix Lighting,

Liberty Mutual, US House of Representatives, and Strayer University.

We additionally have a number of fast-growing tech and IT

government contracts which outsource organizations recruiting process to Maslow/IQS.

But in 2021, Goldman Sachs revenue

exceeded Janssen, and Morgan Stanley’s business improved 69.6% from 2020.

still remains the clear leader accounting for 27.9% of the Company’s total revenues for 2021.

This closely compares to it representing

28.8% in 2020.

In 2019 AT&T accounted for 37.5% of the Company’s business.

combination of revenue from new accounts, increase in revenue from several existing clients and AT&T’s 19.1% drop in revenue

due to COVID-19 stay at home orders, and DirecTV loss in programming which moved to other media firms like NBC or were dropped completely,

resulted in a more egalitarian client mix.

Sachs and Co., Janssen Pharmaceuticals, and Morgan Stanley represented 14.9%, 14.5%, and 10.9% respectively in 2021 compared to revenue

contributions of 8.7%, 10.8%, and 5.7% respectively in 2020.

No other client exceeded 10% of revenues.

Collectively,

AT&T and Janssen Pharmaceuticals, represented 58.6% (32.9% and 25.8% respectively) of accounts receivable as of December 31, 2021.

Comparatively, AT&T and Janssen Pharmaceuticals were at 48.5%, and 18.4% in their respective portions of our accounts receivable

balance in 2020.

significant customers include WETA, Kaiser Permanente, Strategic Education (Strayer University), Abbott Labs, US House of Representatives,

Felix Lighting, Liberty Mutual, Dahl, NEP, and Newsmax.

had developed its expertise in the EOR market principally in the media industry.

We believe there is an opportunity to leverage

this expertise into other industries.

The client acquisition challenge outside of media consists principally of educating prospective

clients of the merits of the EOR solution over other options, finding the unique opportunities in each industry or within a corporate

client that lend itself for an EOR solution, and competition from other providers of EOR services.

The existing pandemic may make

EOR a more desirable solution to companies that are looking for more agile ways of changing the headcount and nature of portions

if not all of their workforce in an expeditious and low risk manner.

If the Vivos Matter (defined and

referenced in Overview section) is resolved, the Company plans to tap the capital markets to pursue an aggressive,

disciplined acquisition growth strategy, both in terms of raising capital and using our shares as currency to acquire additional

We believe that the staffing/EOR segment is fragmented and while there are several large players in the industry,

there are also a significant number of smaller businesses that would make acquisition targets.

These businesses are often limited

in geographic scope or are specialized within an industry.

In addition, we continue to emphasize organic growth specifically

directing resources to Sales with the hiring of an experienced Vice President of Sales in the first quarter of 2021.

Presently, the Company does not have any authorized

shares that are not issued.

No shares are expected to become available to the Company until an amendment to the Company’s

Certificate of Formation to increase the number of authorized shares of Common Stock or a reverse-split of the outstanding shares

of Common Stock is approved.

We believe there is an opportunity to leverage this

expertise into other industries.

The client acquisition challenge outside of media consists principally of educating prospective clients

of the merits of the EOR solution over other options, finding the unique opportunities in each industry or within a corporate client

that lend itself for an EOR solution, and competition from other providers of EOR services.

The existing pandemic may make EOR a more

desirable solution to companies that are looking for more agile ways of changing the headcount and nature of portions if not all of their

workforce in an expeditious and low risk manner.

the Vivos Matter (defined and referenced in Overview section) is resolved, the Company plans to tap the capital markets to pursue an

aggressive but disciplined acquisition growth strategy, both in terms of using shares for raising capital and as currency to acquire

additional businesses as was our intent when we merged with Reliability in October 2019.

We believe that the staffing/EOR segment is

fragmented and while there are several large players in the industry, there are also a significant number of smaller businesses that

would make ideal acquisition targets.

These businesses are often limited in geographic scope or are specialized within an industry.

addition, we continue to emphasize organic growth specifically directing resources to sales with the hiring of an experienced Vice President

of Sales in the first quarter of 2021.

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

No shares are expected to become available to the Company until

an amendment to the Company’s Certificate of Formation to increase the number of authorized shares of Common Stock or a reverse-split

of the outstanding shares of Common Stock is approved.

Such approval may not likely occur until the Vivos Matter is resolved.

Following the Merger,

shareholders holding over 80 percent of the issued and outstanding shares of Common Stock notified the Company that acting

as a group they would not approve an amendment to the Company’s Certificate of Formation to increase the number of authorized,

the Merger, shareholders holding over 80 percent of the issued and outstanding shares of Common Stock notified the Company that acting

as a group they would not approve an amendment to the Company’s Certificate of Formation to increase the number of authorized,

but unissued, shares of Common Stock.

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

expect to achieve greater synergies and removal of redundant resources by acquiring EOR and specialized staffing firms in more

diverse locations and serving diversified industries such as healthcare, medical, biotech, pharmaceuticals, aeronautics, green

technologies, oil and gas, and a myriad of IT specialties.

We believe that acquisitions would be not only directly accretive,

but also provide significant cross-selling opportunities.

Moreover, we can see immediate returns on these acquisitions as we can

quickly consolidate back-office operations and realize significant savings.

will focus our organic growth on growing our EOR and staffing business and leveraging our experience to enter new industries,

particularly those that rely significantly on contractors and freelancers to perform limited time or project-based assignments

such as IT (i.e., software developers and testers), marketing, food services (i.e., cafeteria), and sales activities.

As stated above

under “Our Industry”, the trend for staffing expertise in the areas of AI, gig, cloud services, VMS/MSP, plus

ability to utilize the capital markets, we expect to achieve greater synergies and removal of redundant resources by acquiring EOR and

specialized staffing firms in more diverse locations and serving diversified industries such as healthcare, medical, biotech, pharmaceuticals,

aeronautics, green technologies, oil and gas, and a myriad of IT specialties.

We believe that acquisitions would be not only directly

accretive, but also provide significant cross-selling opportunities.

Moreover, we can see immediate returns on these acquisitions as

we can quickly consolidate back-office operations and realize significant savings.

will focus our organic growth on growing our EOR and staffing business and leveraging our experience to enter new industries, particularly

those that rely significantly on contractors and freelancers to perform limited time or project-based assignments such as IT (i.e., software

developers and testers), marketing, food services (i.e., cafeteria), and sales activities.

stated above under “Our Industry”, the trend for staffing expertise in the areas of AI, gig, cloud services, VMS/MSP, plus

the expected need in fields like biotech, and healthcare, are of interest to Maslow.

We will continue to embrace this trend

and look to expand on our capabilities, which in turn we believe will open up new markets for us.

We will continue to embrace this trend and look

to expand on our capabilities, which in turn we believe will open up new markets for us.

Additionally,

we will continue to invest in technology and process improvements, as necessary and resources allow, to ensure that we

operate at optimal productivity and performance and are able to quickly adapt if operations scale up.

we will continue to invest in technology and process improvements, as necessary and resources allow, to ensure that we operate at optimal

productivity and performance and are able to quickly adapt if operations scale up.

staffing services market is highly fractured and competitive with limited barriers to entry.

We compete in national, regional

and local markets with full-service and specialized temporary staffing companies.

Some of our competitors have significantly more

marketing and financial resources than we do.

We compete in national, regional and local

markets with full-service and specialized temporary staffing companies.

Some of our competitors have significantly more marketing and

financial resources than we do.

Price competition in the staffing industry is intense.

We expect that the level

of competition will remain high.

We expect that the level of competition will remain

principal competitive factors in attracting qualified candidates for temporary assignments are pay rates, availability of assignments,

duration of assignments and responsiveness to requests for placement.

Because temporary employees often use more than one recruiter

for assignments, the speed at which we place prospective workers, and the availability of appropriate assignments are important

factors in our ability to complete assignments of qualified workers.

In addition to having high quality workers to assign in a

timely manner, the principal competitive factors in obtaining and retaining potential workers in the temporary staffing industry

include properly assessing the clients’

specific job requirements, the appropriateness of the workers assigned to the client,

the price of services and the monitoring of client satisfaction.

Although we believe we compete favorably with respect to these

factors, we expect competition to continue to increase.

Because temporary employees often use more than one recruiter for

assignments, the speed at which we place prospective workers, and the availability of appropriate assignments are important factors in

our ability to complete assignments of qualified workers.

In addition to having high quality workers to assign in a timely manner, the

principal competitive factors in obtaining and retaining potential workers in the temporary staffing industry include properly assessing

the clients’ specific job requirements, the appropriateness of the workers assigned to the client, the price of services and the

monitoring of client satisfaction.

Although we believe we compete favorably with respect to these factors, we expect competition to continue

workforce management industry is highly fragmented, so we experience competition from different competitors for different services.

Some direct competitors of Maslow for EOR services in the television and video production industry include, but are not limited

to, Entertainment Partners, Cast & Crew, PayReel, Inc., Innovative Employee Solutions.

Competitors in the broader EOR space

include, Velocity Global, Easy Payroll Global, Elements Global Services, and Nexus Contingent Workforce.

Direct competitors of

Maslow in the staffing space include, but are not limited to TeamPeople, a division of System One Inc., Randstad, Insperity, Group

Management Services, and Namely.com.

Direct competitors of Maslow in the executive recruiting/permanent placement include, but

are not limited to, TeamPeople, a division of System One Inc., Creative Circle, The Lucas Group, Onward Search, and DHR International.

Some direct competitors of Maslow in the video production services space include, but are not limited to, PayReel, Inc., Crew

Connection Inc.

direct competitors of Maslow for EOR services in the television and video production industry include, but are not limited to, Entertainment

Partners, Cast & Crew, PayReel, Inc., Innovative Employee Solutions.

Competitors in the broader EOR space include, Velocity Global,

Easy Payroll Global, Elements Global Services, and Nexus Contingent Workforce.

Direct competitors of Maslow in the staffing space include,

but are not limited to TeamPeople, a division of System One Inc., Randstad, Insperity, Group Management Services, and Namely.com.

competitors of Maslow in the executive recruiting/permanent placement include, but are not limited to, TeamPeople, a division of System

One Inc., Creative Circle, The Lucas Group, Onward Search, and DHR International.

Some direct competitors of Maslow in the video production

services space include, but are not limited to, PayReel, Inc., Crew Connection Inc.

and TeamPeople, a division of System One Inc.

addition to the above identified competitors, there are additional competitors that include any company that provides a similar

range of services as us, as well as companies that just provide some or one of the services Maslow provides.

The direct competitors

listed above service the same industry that Maslow services and relies upon.

The criteria for which these companies compete are

generally based on price and service levels.

While recognizing the need to continue implementation

and awareness in human cloud services as referenced, we believe our competitive advantage is underpinned by human relationships

and interactions, and that online staffing will never replace relationships built on a personal touch.

This plays into

MMG’s strength as our underlying client business relies on these personal relationships such to be successful, leading

us to continue to hire career professionals who are able to parlay the emotional intelligence needed with ever evolving modern

addition to the above identified competitors, there are additional competitors that include any company that provides a similar range

of services as us, as well as companies that just provide some or one of the services Maslow provides.

The direct competitors listed

above service the same industry that Maslow services and relies upon.

The criteria for which these companies compete are generally based

on price and service levels.

recognizing the need to continue implementation and awareness in human cloud services as referenced, we believe our competitive advantage

is underpinned by human relationships and interactions, and that online staffing will never replace relationships built on a personal

This plays into MMG’s strength as our underlying client business relies on these personal relationships such to be successful,

leading us to continue to hire career professionals who are able to parlay the emotional intelligence needed with ever evolving modern

We see this hybrid of technology and client centricity to be our competitive advantage.

staffing industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings.

clients tend to use temporary staffing to supplement their existing workforces and generally hire direct workers when long-term

demand is expected to increase.

Consequently, our revenues tend to increase quickly when the economy begins to grow and, conversely,

our revenues may decrease quickly when the economy begins to weaken.

Other factors include the timing of recurring annual client

events or sporting seasons which last a defined period of time throughout the year.

Staffing clients

tend to use temporary staffing to supplement their existing workforces and generally hire direct workers when long-term demand is expected

Consequently, our revenues tend to increase quickly when the economy begins to grow and, conversely, our revenues may decrease

quickly when the economy begins to weaken.

Other factors include the timing of recurring annual client events or sporting seasons which

last a defined period of time throughout the year.

are subject to regulation by numerous federal, state and local regulatory agencies, including but not limited to the U.S.

of Labor, which sets employment practice standards for workers, and similar state and local agencies.

We are subject to the laws

and regulations of the jurisdictions within which we operate.

While the specific laws and regulations vary among these jurisdictions,

some require some form of licensing and often have statutory requirements for workplace safety and notice of change in obligation

of workers’

We are subject to the laws and

regulations of the jurisdictions within which we operate.

While the specific laws and regulations vary among these jurisdictions, some

require some form of licensing and often have statutory requirements for workplace safety and notice of change in obligation of workers’

compensation coverage in the event of contract termination.

Although compliance with these requirements imposes

some additional financial risk on us, particularly with respect to clients who breach their payment obligation to us, such compliance

has not had a material adverse effect on our business to date.

Additional government regulation of the employer-employee relationship

could result in additional clients seeking our services.

Conversely, increased government regulation of the workplace or of the

employer-employee relationship, or judicial or administrative proceedings related to such regulation, could also materially harm

our business.

Because of the sudden drop-in client

requirements during this pandemic as clients have elected to delay productions for safety, the Company was forced to reduce the

hours of contracted employees, furlough 6 general and administrative personnel and institute pay-cuts across the board with executives

taking a larger temporary cut.

file electronically with the SEC, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,

and amendments to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.

address is www.maslowmedia.com.

The information included on our website is not included as a part of, or incorporated by reference

into, this Annual Report on Form 10-K.

We will make available free of charge through our website our Annual Reports on Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section

13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have filed or furnished such material to the SEC.

You may read and copy any materials we file with the SEC at the SEC’s Public Reference room at 100 F Street, NW, Washington,

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding

issuers that file electronically with the SEC at www.sec.gov.

Furthermore, we will provide electronic or paper copies of filings

free of charge upon written request to our Chief Financial Officer.

Although compliance with these requirements imposes some additional financial

risk on us, particularly with respect to clients who breach their payment obligation to us, such compliance has not had a material adverse

effect on our business to date.

Additional government regulation of the employer-employee relationship could result in additional clients

seeking our services.

Conversely, increased government regulation of the workplace or of the employer-employee relationship, or judicial

or administrative proceedings related to such regulation, could also materially harm our business.

file electronically with the SEC, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments

to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.

Our website address is www.maslowmedia.com.

The information included on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K.

We will make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports

on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably

practicable after we have filed or furnished such material to the SEC.

You may read and copy any materials we file with the SEC at the

SEC’s Public Reference room at 100 F Street, NW, Washington, DC 20549.

The public may obtain information on the operation of the

Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet site that contains reports, proxy and

formation statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Furthermore, we will

provide electronic or paper copies of filings free of charge upon written request to our Chief Financial Officer.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business