What changed in this filing

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Item 1A. Risk Factors

2022-03-31 compared with 2021-03-31 · 663 added, 677 removed, 167 unchanged (89% of the section changed)

are numerous and varied risks that may prevent us from achieving our goals, including those described below.

You should carefully

consider the risks described below and the other information included in this Annual Report on Form 10-K, including our consolidated

financial statements and related notes.

Our business, financial condition, and or results of operations, could be harmed by any

of the following risks.

If any of the events or circumstances described below were to occur, our business, the financial condition

and the results of operations could be materially adversely affected.

As a result, the trading price of Company Common Stock could

decline, and investors could lose part or all of their investment.

You should carefully consider

the risks described below and the other information included in this Annual Report on Form 10-K, including our consolidated financial

statements and related notes.

Our business, financial condition, and or results of operations, could be harmed by any of the following

If any of the events or circumstances described below were to occur, our business, the financial condition and the results of

operations could be materially adversely affected.

As a result, the trading price of Company Common Stock could decline, and investors

could lose part or all of their investment.

The risks below are not the only risks we face.

risks not currently known to us or that we currently deem to be immaterial may also adversely affect our business, financial condition

or results of operations.

Additional risks not currently known to us

or that we currently deem to be immaterial may also adversely affect our business, financial condition or results of operations.

investment in our common stock should be considered high risk .

investment in RLBY should be considered high risk and requires a long-term commitment, with no certainty of return.

of COVID-19 Pandemic

December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China.

In January 2020, this coronavirus

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

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

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

have maintained our focus on the health and safety of our employees, contractors, customers, and suppliers, working with each

stakeholder on precautions to keep everyone safe from the virus.

We have worked closely with our clients whom we contract staffing

to implement health and safety protocols and develop plans for safely reestablishing or continuing operations during this pandemic.

face risks related to health pandemics, wars, inflation, and other widespread outbreaks of contagious disease, including COVID-19 and

its variants, or other potential causes of global instability which could significantly disrupt our operations and impact our financial

demand for staffing services has been and will be significantly affected by general economic conditions.

Uncertainties related

to the duration of the COVID-19 pandemic have had and are expected to have an adverse impact on the staffing industry and the

Company’s ability to forecast its financial performance.

As such, any resulting financial impact cannot be reasonably estimated

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

The extent to which the coronavirus

impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information

which may emerge concerning the severity of the coronavirus, rollout of vaccines, and federal, state and local government and

client actions to contain the coronavirus or treat its impact, among others.

Our executive management team continues to track

COVID-19 news and developments, including the deployment of vaccines.

Uncertainties related to the

duration of the COVID-19 pandemic have had and are expected to have an adverse impact on the staffing industry and the Company’s

ability to forecast its financial performance.

As such, any resulting financial impact cannot be reasonably estimated at this time but

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

We have had clients implement vaccine mandates which

has on occasion had an adverse impact on our business when associates have elected not to comply.

In some cases, we are able to backfill

the post and in some we may not have the opportunity.

When are able to backfill, there are still gaps in the period of revenue generation

until a selection is made and a start date is determined.

The extent to which the coronavirus impacts our results will depend on future

developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity

of the coronavirus, rollout of vaccines, and federal, state and local government and client actions to contain the coronavirus or treat

its impact, among others.

Our executive management team continues to track COVID-19 news and developments, including the deployment of

RELATED TO OUR COMPANY

Disputes between Reliability and the Vivos

Group have put our growth plans on hold as Reliability cannot tap the public markets for capital.

Approximately 84.4% of common stock is owned by two (2) groups of related

parties (“Vivos Group”);

between Reliability and the Vivos Group have put our growth plans on hold as Reliability cannot tap the public markets for capital.

Approximately

84.4% of common stock is owned by two (2) groups of related parties (“Vivos Group”);

Directly Owned

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50,657,482 (4)

1) 10,138,882

shares held by Mr.

(ii) 20,661,816 shares held by Federal Systems, a company owned

and controlled by Mrs.

Janumpally, which Mr.

Doki may be deemed to indirectly beneficially

own as the husband of Mrs.

(ii) 20,661,816 shares held by Federal Systems, a company owned and controlled by Mrs.

Janumpally, which

Doki may be deemed to indirectly beneficially own as the husband of Mrs.

(iii) 161,503,122 shares held by Judos Trust,

1 unchanged sentence

Janumpally is the sole trustee and beneficiary, and of which Mr.

Doki may be deemed to indirectly beneficially own as the husband of Mrs.

Doki may be deemed to indirectly beneficially

own as the husband of Mrs.

and (iv) 10,330,908 shares held directly by Mrs.

Janumpally which Mr.

Doki may be deemed

to indirectly beneficially own as the husband of Mrs.

2) Represents

Doki may be deemed to

indirectly beneficially own as the husband of Mrs.

(i) 4,972,644 shares held by Mrs.

and (ii) 40,520,200 shares held by Igly Trust

of which Mrs.

Valleru may be deemed to indirectly beneficially own as the wife of Kalyan

Pathuri, who is the sole trustee and beneficiary of the Igly Trust;

and (iii) 5,164,638

shares held by Mr.

and (ii) 40,520,200 shares held by Igly Trust of which Mrs.

Valleru may be deemed to indirectly

beneficially own as the wife of Kalyan Pathuri, who is the sole trustee and beneficiary of the Igly Trust;

and (iii) 5,164,638 shares

Pathuri, which Mrs.

Valleru may be deemed to indirectly beneficially

own as the wife of Mr.

3) Represents

Valleru may be deemed to indirectly beneficially own as the wife of Mr.

(i) 10,330,908 shares that Mrs.

Janumpally may be deemed to indirectly beneficially own

as the wife of Mr.

(ii) 20,661,816 shares held by Federal Systems, a company owned

and controlled by Mrs.

(iii) 161,503,122 shares held by Judos Trust, a trust

in which Mrs.

Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908

Janumpally may be deemed to indirectly beneficially own as the wife of Mr.

(ii) 20,661,816

shares held by Federal Systems, a company owned and controlled by Mrs.

(iii) 161,503,122 shares held by Judos Trust,

a trust in which Mrs.

Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908 shares Mrs.

Janumpally owns directly.

4) Represents

(i) 5,164,638 shares held by Mr.

(ii) 40,520,200 shares held by Igly Trust of

Pathuri is the sole trustee and beneficiary;

and (iii) 4,972,644 shares held

(ii) 40,520,200 shares held by Igly Trust of which Mr.

Pathuri is the sole trustee and

and (iii) 4,972,644 shares held by Mrs.

Valleru of which Mr.

1 unchanged sentence

the husband of Mrs.

On June 5, 2020, Reliability commenced an

arbitration seeking to address purported merger violations before the American Arbitration Association (“AAA”)

in New York, New York, as permitted by the Merger Agreement against Mr.

Janumpally (individually and

in her capacity as trustee of Judos Trust);

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

(“AAA”) in New York, New York, 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 “Respondents”).as The Respondents filed a counterclaim, but changed their mind, refused to pay the AAA’s

fee, 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 Respondents in connection

with the Merger.

The Vivos Group will likely continue

to control virtually all matters submitted to shareholders for a vote;

may elect all of our directors upon the end of the term

of the current directors;

and, as a result, may control our management, policies, and operations.

Our other shareholders will

not have voting control over our actions, including the determination of other industries and markets that we may enter and the

(the “Respondents”).as The Respondents filed a counterclaim, but changed their mind, refused to pay the AAA’s fee,

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, and not granted until August 26, 2021.

Company subsequently entered into Arbitration and Tolling Agreements with alleged shareholder Naveen

Doki, M.D., and his affiliates 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.

The arbitration hearing commenced

on March 21, 2022, will conclude on March 30, 2022, with a decision anticipated in the second quarter 2022.

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.

which time this pending arbitration settles the matter, the Vivos Group continues to control virtually all matters submitted to shareholders

If they prevail in some form, they could in the future control our management, policies, and operations.

Our other shareholders

will not have voting control over our actions, including the determination of other industries and markets that we may enter and the

entities we acquire, which may be affiliated with Vivos.

The various actions taken by the Company against the Vivos Group

are motivated by ensuring that either Vivos no longer controls the vote of the shareholders or, in the alternative, that no

Vivos Group votes or actions can harm the Company or the minority shareholders.

No assurance can be given that the Company

will be successful in these actions, however on December 23, 2020 at a hearing in the Maryland District Court, a

motion by Vivos to compel a shareholder meeting was summarily dismissed.

The judge agreed that permitting Vivos Group to

vote their shares at a meeting of shareholders could materially harm the interests of the Company as a whole, its employees and

minority shareholders.

This judge will be presiding over a full trial on the merits shortly.

While our dispute with Vivos continues,

we will be unable to execute our busines plan.

The Company’s business plan contemplates issuing additional shares of Common

Stock to raise capital and to use as currency for our acquisition growth strategy.

Presently, the Company does not have any authorized

shares that are not issued.

The various actions taken by the Company against the Vivos Group are motivated

by ensuring that either the Vivos Group no longer controls the vote of the shareholders or, in the alternative, that no Vivos Group votes

or actions can harm the Company or the minority shareholders.

No assurance can be given that the Company will be successful in these

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

was summarily dismissed.

The judge agreed that permitting Vivos Group to vote their shares at a meeting of shareholders could materially

harm the interests of the Company as a whole, its employees and minority shareholders.

Until this dispute with Vivos is settled, we will

be unable to execute our business plan.

The Company’s business plan contemplates issuing additional shares of Common Stock to raise

capital and to use as currency for our acquisition growth strategy.

Presently, the Company does not have any authorized shares that are

No shares are expected to become available to the Company until this matter is resolved.

will suffer a material adverse effect if the Company continues to have no shares of Common Stock available for issuance.

The Company will suffer a material

adverse effect if the Company continues to have no shares of Common Stock available for issuance.

Party Indebtedness;

Prior to the Merger, shareholders of Vivos,

(“Vivos Debtors”) directly and through affiliated entities, borrowed amounts from Maslow (the “Related

Party Debt”) that reached an aggregate outstanding balance (including principal and interest) as of December 31, 2019 of

approximately $4,169.

to the Merger, shareholders of Vivos, (“Vivos Debtors”) directly and through affiliated entities, borrowed amounts from Maslow

(the “Related Party Debt”) that reached an aggregate outstanding balance (including principal and interest) as of December

31, 2019, of approximately $4,169.

The Related Party Debt is evidenced by several promissory notes and a personal guaranty of Mr.

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The Related Party Debt is currently in default and as of December 31, 2021, had a balance of $4,985.

In February 2020, Maslow brought an action in the District Court of Montgomery County, Maryland, to enforce the promissory

notes and guaranty.

In February 2020, Maslow brought an action in the District Court of Montgomery County, Maryland, to enforce the promissory notes and

Failure of the Company to recover the Related Party Debt could have a material adverse effect on the Company.

The case is currently pending with a trial date set to begin on October 4, 2021, barring any delays that more likely would be

the result of the COVID-19 pandemic.

addition, prior to the Merger, some of the Vivos Group incurred obligations at a number of other businesses they own and

caused Maslow to become obligated thereon as co-obligor or guarantor, and pledged assets of Maslow to secure certain of these

During the five months prior to the consummation of the Merger, Maslow paid approximately $450 in satisfaction of

these obligations.

Maslow continues to be a contingent obligor on certain of these debts.

If the direct obligors fail to satisfy

these debts, the creditors may bring action against Maslow, which, if determined adversely, could have a material adverse effect

on the Company.

existence of these obligations could significantly affect our liquidity, as well as our ability to obtain loans in the future.

Certain members of Vivos Group entered into that certain Agreement for the Contingent Liquidation of the Common Stock of

Maslow Media Group, Inc., dated as of October 28, 2019 (the “Liquidation Agreement”), pursuant to which those Vivos

Group thereto pledged their shares of Company Common Stock to be sold or granted to the applicable creditors in satisfaction

of the debts owed to the creditors and terminate any guarantees, liens and obligations affecting Maslow.

The sale of the shares

subject to the Liquidation Agreement could adversely impact the value of the Common Stock.

In addition, the value of the shares

of Company Common Stock may be insufficient to pay off all outstanding obligations.

The Company may have to resort to the courts

to enforce the terms of the Liquidation Agreement, and the sale of these shares may need to be registered under applicable securities

laws, which would distract management and increase expenses.

The case is currently

pending with arbitration having commenced on March 21, 2022, and running through March 30, 2022.

decision is anticipated within 60 days of the hearing’s completion.

addition, prior to the Merger, some of the Vivos Group incurred obligations at a number of other businesses they own and caused Maslow

to become obligated thereon as co-obligor or guarantor, and pledged assets of Maslow to secure certain of these obligations.

five months prior to the consummation of the Merger, Maslow paid approximately $450 in satisfaction of these obligations.

Maslow continues

to be a contingent obligor on certain of these debts.

For instance, in December of 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.

From April 2018 until April 2020, MMG leased this space from Vivos Real Estate.

The company learned through

mortgage holder FVCBank on March 6, 2022, that this loan is now in default.

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.

The agreement which included $100 in legal fees Libertas was entitled to, 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 1A & Item 3) had been created as a safeguard to shelter MMG should the Vivos

Group default, which actually transpired prior to the merger closing in October 2019.

felt compelled to settle Vivos’ Holdings due to 1) added pressure placed by Libertas to collect a balance that now exceeded $1,700,

2) a desire to clear liens against the Company to improve its credit status, and 3) its ability to negotiate a much lower and separate

existence of these obligations has significantly affected our liquidity, as well as our ability to obtain loans.

Certain members of Vivos

Group entered into that certain Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated as of

October 28, 2019 (the “Liquidation Agreement”), pursuant to which those Vivos Group thereto pledged their shares of Company

common stock to be sold or granted to the applicable creditors in satisfaction of the debts owed to the creditors and terminate any guarantees,

liens and obligations affecting Maslow.

The sale of the shares subject to the Liquidation Agreement could adversely impact the value

of the common stock.

In addition, the value of the shares of Company common stock may be insufficient to pay off all outstanding obligations.

The Company expects this to be resolved as part of arbitration and the sale of these shares may need to be registered under applicable

securities laws, which would distract management and increase expenses.

Company could be subject to unknown liabilities incurred by its previous sole shareholder, Vivos Holdings LLC .

Maslow was previously a wholly owned subsidiary

of Vivos Holdings, LLC (“Vivos Holdings”).

Vivos is owned and controlled by the seven parties that we are currently

Vivos Holdings had caused Maslow to be a guarantor or direct obligor for loans, advances, or other liabilities

for the benefit of Vivos related entities other than Maslow.

These obligations were often incurred by Vivos Holdings on

behalf of Maslow without the knowledge of Maslow’s senior management.

There may be additional obligations of other Vivos

Group entities for which Maslow may have liability as a result of these arrangements that are not known to the management

These liabilities could have a material adverse effect on the Company and the value of the Common Stock.

runs periodic lien checks, the latest as late as January 2021 and have not seen any new uncommunicated pre-existing liabilities.

was previously a wholly owned subsidiary of Vivos Holdings, LLC (“Vivos Holdings”).

Vivos is owned and controlled by the

seven parties that we are currently in dispute.

Vivos Holdings had caused Maslow to be a guarantor or direct obligor for loans, advances,

or other liabilities for the benefit of Vivos related entities other than Maslow.

These obligations were often incurred by Vivos Holdings

on behalf of Maslow without the knowledge of Maslow’s senior management.

There may be additional obligations of other Vivos Group

entities for which Maslow may have liability as a result of these arrangements that are not known to the management of Maslow.

liabilities could have a material adverse effect on the Company and the value of the common stock.

Reliability runs periodic lien checks,

the latest as late as January 2021 and have not seen any new uncommunicated pre-existing liabilities.

Arbitration outcome could lead to a new shareholder base where the new affiliated parties decide a different strategic direction for

the company and take appropriate action.

a new shareholder base is the outcome of the arbitration, a new shareholder base may decide to change the strategic direction of the

company in a significant way.

This might include but is not limited to capitalization plans, whether company remains a public company,

merger and acquisition plans, corporate structure, and executive management.

success of our business depends on our ability to attract and retain qualified employees that possess the skills demanded by clients

and intense competition may limit the ability to attract and retain such qualified employees .

the Company’s staffing, executive recruiting, and video production services, the success of the Company depends on the ability

to attract and retain qualified employees who possess the skills and experience necessary to meet the requirements of clients

or to successfully bid for new client projects.

The ability to attract and retain qualified employees could be impaired by improvement

in economic conditions resulting in lower unemployment, increases in compensation, or increased competition.

During periods of

economic growth, the Company faces increasing competition from other staffing companies for retaining and recruiting qualified

temporary and permanent employees, which in turn leads to greater advertising and recruiting costs and increased salary expenses.

These problems can be exacerbated by the fact that the Company often must attract and retain employees with skills specific to

the video production industry, which narrows the pool of available, qualified employees that the Company may draw upon.

Company cannot attract and retain qualified temporary and permanent employees, the quality of its services may deteriorate and

the financial condition, business, and results of operations may be materially adversely affected.

the Company’s staffing, executive recruiting, and video production services, the success of the Company depends on the ability

to attract and retain qualified employees who possess the skills and experience necessary to meet the requirements of clients or to successfully

bid for new client projects.

The ability to attract and retain qualified employees could be impaired by improvement in economic conditions

resulting in lower unemployment, increases in compensation, or increased competition.

During periods of economic growth, the Company

faces increasing competition from other staffing companies for retaining and recruiting qualified temporary and permanent employees,

which in turn leads to greater advertising and recruiting costs and increased salary expenses.

These problems can be exacerbated by the

fact that the Company often must attract and retain employees with skills specific to the video production industry, which narrows the

pool of available, qualified employees that the Company may draw upon.

If the Company cannot attract and retain qualified temporary and

permanent employees, the quality of its services may deteriorate and the financial condition, business, and results of operations may

be materially adversely affected.

success depends to a large degree on growth in market acceptance of human resources outsourcing and related services we provide .

the majority of our revenues currently comes from EOR services, a large portion of our success depends on the willingness of clients

to outsource their human resources (“HR”) function to a third-party service provider.

Many companies have invested

substantial personnel, infrastructure and financial resources in their own internal HR organizations and therefore may be reluctant

to switch to our solution.

Companies may not engage us for other reasons, including a desire to maintain control over all aspects

of their HR activities, a belief that they manage their HR activities more effectively using their internal administrative organizations,

perceptions about the expenses associated with our services, perceptions about whether our services comply with laws and regulations

applicable to them or their businesses, or other considerations that may not always be evident.

Additional concerns or considerations

may also emerge in the future.

We must address our potential clients’

concerns and explain the benefits of our approach

in order to convince them to change the way that they manage their HR activities, particularly in parts of the United States where

our Company and solution are less well-known.

If we are not successful in addressing potential clients’

concerns and convincing

companies that our solution can fulfill their HR needs, then the market for our solution may not develop as we anticipate thus

our business may not grow.

significant or prolonged economic downturn could result in clients using fewer staffing and executive recruiting services offered

by the Company, terminating their relationship with the Company, or becoming unable to pay for services on a timely basis, or

demand for the types of services our Company offers is sensitive to changes in the level of economic activity, the Company’s

business has in the past and may in the future suffer during economic downturns.

Demand for the services we provide are highly

correlated to changes in the level of economic activity and employment.

Consequently, as economic activity begins to slow down,

it has been the Company’s experience that companies tend to reduce their use of our services, resulting in decreased revenues

and profit levels.

In addition, the Company may experience pricing pressure during economic downturns which could have a negative

impact on the results of operations.

Further, many of our clients are corporate media departments and broadcast networks.

result, any industry downturn that affects these kinds of companies could have a major effect on our business.

deterioration of the financial condition and business prospects of clients could reduce their need for the staffing and executive

recruiting services we provide and could result in a significant decrease in the Company’s revenues and earnings derived

from these clients.

In addition, during economic downturns, companies may slow the rate at which they pay their vendors, seek

more flexible payment terms or become unable to pay their debts as they become due.

to outsource their human resources (“HR”) function to a third-party service provider.

Many companies have invested substantial

personnel, infrastructure and financial resources in their own internal HR organizations and therefore may be reluctant to switch to

our solution.

Companies may not engage us for other reasons, including a desire to maintain control over all aspects of their HR activities,

a belief that they manage their HR activities more effectively using their internal administrative organizations, perceptions about the

expenses associated with our services, perceptions about whether our services comply with laws and regulations applicable to them or

their businesses, or other considerations that may not always be evident.

Additional concerns or considerations may also emerge in the

We must address our potential clients’ concerns and explain the benefits of our approach in order to convince them to change

the way that they manage their HR activities, particularly in parts of the United States where our Company and solution are less well-known.

If we are not successful in addressing potential clients’ concerns and convincing companies that our solution can fulfil their

HR needs, then the market for our solution may not develop as we anticipate thus our business may not grow.

significant or prolonged economic downturn could result in clients using fewer staffing and executive recruiting services offered by

the Company, terminating their relationship with the Company, or becoming unable to pay for services on a timely basis, or at all.

demand for the types of services our Company offers is sensitive to changes in the level of economic activity, the Company’s business

has in the past and may in the future suffer during economic downturns.

Demand for the services we provide are highly correlated to changes

in the level of economic activity and employment.

Consequently, as economic activity begins to slow down, it has been the Company’s

experience that companies tend to reduce their use of our services, resulting in decreased revenues and profit levels.

In addition, the

Company may experience pricing pressure during economic downturns which could have a negative impact on the results of operations.

many of our clients are corporate media departments and broadcast networks.

As a result, any industry downturn that affects these kinds

of companies could have a major effect on our business.

deterioration of the financial condition and business prospects of clients could reduce their need for the staffing and executive recruiting

services we provide and could result in a significant decrease in the Company’s revenues and earnings derived from these clients.

In addition, during economic downturns, companies may slow the rate at which they pay their vendors, seek more flexible payment terms

or become unable to pay their debts as they become due.

unemployment insurance expense is a direct cost of doing business in the staffing industry.

State unemployment tax rates are established

based on a company’s specific experience rate of unemployment claims and a state’s required funding formula on covered

Economic downturns have in the past, and may in the future, result in a higher occurrence of unemployment claims resulting

in higher state unemployment tax rates.

based on a company’s specific experience rate of unemployment claims and a state’s required funding formula on covered payroll.

Economic downturns have in the past, and may in the future, result in a higher occurrence of unemployment claims resulting in higher

state unemployment tax rates.

This would result in higher direct costs to us.

In addition, many state unemployment funds

have been depleted during the recent economic downturn and many states have borrowed from the federal government under the Title

XII loan program.

Employers in all states receive a credit against their federal unemployment tax liability if the employer’s

federal unemployment tax payments are current and the applicable participating state is also current with its Title XII loan program.

If a state fails to repay such loans within a specific time period, employers in such states may lose a portion of their tax credit.

Company is exposed to employment-related claims and costs as well as periodic litigation that could materially adversely affect

the Company’s financial condition, business, and results of operations .

business often entails employing individuals and placing such individuals in our clients’

The Company’s

ability to control the workplace environment of clients is limited.

As the employer of record of these employees, the Company

incurs a risk of liability to its employees and clients for various workplace events, including:

In addition, many states unemployment funds have been depleted

during the recent economic downturn and many states have borrowed from the federal government under the Title XII loan program.

in all states receive a credit against their federal unemployment tax liability if the employer’s federal unemployment tax payments

are current and the applicable participating state is also current with its Title XII loan program.

If a state fails to repay such loans

within a specific time period, employers in such states may lose a portion of their tax credit.

Company is exposed to employment-related claims and costs as well as periodic litigation that could materially adversely affect the Company’s

financial condition, business, and results of operations .

business often entails employing individuals and placing such individuals in our clients’ workplaces.

The Company’s ability

to control the workplace environment of clients is limited.

As the employer of record of these employees, the Company incurs a risk of

liability to its employees and clients for various workplace events, including:

of misconduct or negligence on the part of employees;

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relating to employee benefits, entitlements to employee benefits, or errors in the calculation or administration of such benefits;

claims relating to misuse of clients’

confidential information, misappropriation of assets, or other similar claims.

claims relating to misuse of clients’ confidential information, misappropriation of assets, or other similar claims.

Company may incur fines and other losses and negative publicity with respect to any of these situations.

Some of the claims may

result in litigation, which is expensive and distracts attention from the operation of ongoing business.

Company assumes the obligation to make wage, tax, and regulatory payments for our employees, and, as a result, is exposed to client

credit risks.

Company generally assumes responsibility for and manages the risks associated with employees’

payroll obligations, including

liability for payment of salaries, wages, and certain taxes.

These obligations are fixed, whether clients make payments as required

by service contracts with the Company, which exposes the Company to credit risks of clients.

As a result of the broad economic

impact of the COVID-19 pandemic, our clients may be more likely to breach their payment obligations.

Workers’

Some of the claims may result

in litigation, which is expensive and distracts attention from the operation of ongoing business.

Company assumes the obligation to make wage, tax, and regulatory payments for our employees, and, as a result, is exposed to client credit

Company generally assumes responsibility for and manages the risks associated with employees’ payroll obligations, including liability

for payment of salaries, wages, and certain taxes.

These obligations are fixed, whether clients make payments as required by service

contracts with the Company, which exposes the Company to credit risks of clients.

As a result of the broad economic impact of the COVID-19

pandemic, our clients may be more likely to breach their payment obligations.

compensation costs for employees may rise and reduce our margins and require more liquidity.

Company is responsible for, and pays, workers’

compensation costs for individuals employed by the Company –

Company is responsible for, and pays, workers’ compensation costs for individuals employed by the Company – both regular

staff and client employees for which the Company is the employer of record.

At times, these costs have risen substantially as

a result of increased claims and claim trends, general economic conditions, changes in business mix, increases in healthcare costs,

and government regulations.

Although the Company carries insurance, unexpected changes in claim trends, including the severity

and frequency of claims, actuarial estimates, and medical cost inflation could result in costs that are significantly different

than initially reported.

If future claims-related liabilities increase due to unforeseen circumstances, or if new laws, rules,

or regulations are passed, costs could increase significantly.

There can be no assurance that the Company will be able to increase

the fees charged to clients in a timely manner and in a sufficient amount to cover increased costs as a result of any changes

in claims-related liabilities.

currently depend on two customers for a material portion of our net revenue.

The loss of or a substantial reduction in business

of either customer would significantly reduce our net revenue and adversely impact our operating results.

(AT&T and DirectTV combined) and Janssen Pharmaceuticals (which includes workforce partners Johnson & Johnson) accounted

for approximately 49% and 38% of our total revenues for the years ended December 31, 2020 and 2019, respectively.

AT&T comprised 49% of the accounts receivable balance in both December 31, 2020 and 2019.

Janssen Pharmaceuticals comprised

of 18% and 19% of accounts receivable as of December 31, 2020 and 2019, respectively.

At times, these costs have risen substantially as a result

of increased claims and claim trends, general economic conditions, changes in business mix, increases in healthcare costs, and government

Although the Company carries insurance, unexpected changes in claim trends, including the severity and frequency of claims,

actuarial estimates, and medical cost inflation could result in costs that are significantly different than initially reported.

claims-related liabilities increase due to unforeseen circumstances, or if new laws, rules, or regulations are passed, costs could increase

significantly.

There can be no assurance that the Company will be able to increase the fees charged to clients in a timely manner and

in a sufficient amount to cover increased costs as a result of any changes in claims-related liabilities.

currently depend on four customers for a material portion of our net revenue.

The loss of or a substantial reduction in business of four

customers would significantly reduce our net revenue and adversely impact our operating results.

revenue reliance was previously concentrated in two clients AT&T (AT&T and DirectTV combined), and Janssen Pharmaceuticals (which

includes workforce partners Johnson & Johnson), in 2021 this reliance is not as prolific as it has been in previous years,

due in part to a reduction in revenue by AT&T due tom programming cancellations and COVID-19 and increased demand and revenue by

Goldman Sachs and Morgan Stanley.

In 2021 AT&T and Janssen Pharmaceuticals accounted for approximately 27.9%, 14.5% of our total

This is comparison to AT&T delivering 37.9% of the revenue in 2020.

In 2021, Goldman Sachs and Morgan Stanley exceeded

10% of revenues with contributions of 14.9% and 10.9% respectively.

No other client exceeded 10% of revenues

The loss of, or a substantial reduction in business from, either of these customers would have a significant negative impact on

our business and our operating results.

We may not be successful in finding a client or clients that could replace the loss of

either of these customers, and as such, it could have a negative impact on our revenue and results of operations for a prolonged

addition, AT&T comprised 41.1% of the accounts receivable balance on December 31, 2021, compared to 48.5% in 2020 and 49.6%

Janssen Pharmaceuticals comprised of 32.9% in 2021 compared to and 18.4% and 18.7% of accounts receivable as of December 31,

2020, and 2019, respectively.

The loss of, or a substantial reduction in business from, these 4 customers would have a significant

negative impact on our business and our operating results.

We may not be successful in finding a client or clients that could replace

the level of loss of these customers, and as such, it could have a negative impact on our revenue and results of operations for a prolonged

disclosure of employee and client data could result in liability and harm to the reputation of the Company.

business of the Company involves the use, storage, and transmission of information about employees and clients.

It is possible

that security controls over personal and other data and practices that the Company follows may not prevent the improper access

to, or disclosure of, personally identifiable or otherwise confidential information.

Our security controls may be inadequate,

or hackers or other malicious groups or organizations may attempt to interfere with our data through different means, including

but not limited to malware attacks, denial of service attacks, consensus-based attacks.

Any event that results in a disclosure

of our clients’

and employees’

data could harm the reputation of the Company and subject the Company to liability

under contracts and the laws that protect personal data and confidential information, resulting in increased costs or loss of

Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various

jurisdictions in which the Company provides services.

The failure to adhere to or successfully implement processes in response

to changing regulatory requirements in this area could result in legal liability or impairment to the reputation of the Company

in the marketplace.

It is possible that security

controls over personal and other data and practices that the Company follows may not prevent the improper access to, or disclosure of,

personally identifiable or otherwise confidential information.

Our security controls may be inadequate, or hackers or other malicious

groups or organizations may attempt to interfere with our data through different means, including but not limited to malware attacks,

denial of service attacks, consensus-based attacks.

Any event that results in a disclosure of our clients’ and employees’

data could harm the reputation of the Company and subject the Company to liability under contracts and the laws that protect personal

data and confidential information, resulting in increased costs or loss of revenue.

Further, data privacy is subject to frequently changing

rules and regulations, which sometimes conflict among the various jurisdictions in which the Company provides services.

The failure to

adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability

or impairment to the reputation of the Company in the marketplace.

Company could face disruption and increased costs from outsourcing and offshoring various aspects of its business.

Company may outsource aspects of its business to lower cost of employment areas in the United States and potentially to places

such as India.

This outsourcing solution would focus predominantly on shared service activities which traditionally consist of

back-office functions such as “hire to retire”, “procure to pay”

and “order to cash”

Although a goal of outsourcing our operations is to reduce the operational costs of our business, it is possible that

we will not realize any benefit from outsourcing such aspects of our business, or even increase our overhead expenses.

may create risk of errors and omissions or technical disruptions that could negatively impact our clients, and in turn damage

our reputation resulting in a loss of customers of our business.

Company may outsource aspects of its business to lower cost of employment areas in the United States and potentially to places such as

This outsourcing solution would focus predominantly on shared service activities which traditionally consist of back-office functions

such as “hire to retire”, “procure to pay” and “order to cash” processes.

Although a goal of outsourcing

our operations is to reduce the operational costs of our business, it is possible that we will not realize any benefit from outsourcing

such aspects of our business, or even increase our overhead expenses.

A transition may create risk of errors and omissions or technical

disruptions that could negatively impact our clients, and in turn damage our reputation resulting in a loss of customers of our business.

Company is obligated to pay certain fees and expenses .

Company will pay various fees and expenses related to its ongoing operations regardless of whether or not the Company’s

activities are profitable.

Company will pay various fees and expenses related to its ongoing operations regardless of whether or not the Company’s activities

are profitable.

These fees and expenses will require dependence on third-party relationships.

The Company is generally

dependent on relationships with its strategic partners and vendors, and the Company may enter into similar agreements with future

potential strategic partners and alliances.

The Company must be successful in securing and maintaining its third-party relationships

to be successful.

There can be no assurance that such third parties may regard their relationship with the Company as important

to their own business and operations, that they will not reassess their commitment to the business at any time in the future,

or that they will not develop their own competitive services, either during their relationship with the Company or after their

relations with the Company expire.

Accordingly, there can be no assurance that the Company’s existing relationships or future

relationships will result in sustained business partnerships, successful service offerings, or significant revenues for the Company.

The Company is generally dependent on relationships

with its strategic partners and vendors, and the Company may enter into similar agreements with future potential strategic partners and

The Company must be successful in securing and maintaining its third-party relationships to be successful.

There can be no

assurance that such third parties may regard their relationship with the Company as important to their own business and operations, that

they will not reassess their commitment to the business at any time in the future, or that they will not develop their own competitive

services, either during their relationship with the Company or after their relations with the Company expire.

Accordingly, there can

be no assurance that the Company’s existing relationships or future relationships will result in sustained business partnerships,

successful service offerings, or significant revenues for the Company.

Company depends on its management team to manage its business effectively .

Company’s future success is dependent in large part upon its ability to understand, develop, and execute the business plan

and to attract and retain highly skilled management, operational and executive personnel.

Thus, the Company is highly dependent

on its officers to provide the necessary skills, experience and background to execute the Company’s business plan.

Additionally,

the employer of record business is a specialty service which requires a full understanding of the service and its merits to be

able to educate clients and potential clients to win business and operate optimally.

The loss of any officer’s services

with this knowledge could stifle the Company’s growth for 4-9 months, and could impede, particularly initially as the Company

builds a record and reputation, its ability to develop and execute on its objectives, and as such would negatively impact the

Company’s possible overall development.

Company’s future success is dependent in large part upon its ability to understand, develop, and execute the business plan and

to attract and retain highly skilled management, operational and executive personnel.

Thus, the Company is highly dependent on its officers

to provide the necessary skills, experience and background to execute the Company’s business plan.

Additionally, the employer of

record business is a specialty service which requires a full understanding of the service and its merits to be able to educate clients

and potential clients to win business and operate optimally.

The loss of any officer’s services with this knowledge could stifle

the Company’s growth for 4-9 months, and could impede, particularly initially as the Company builds a record and reputation, its

ability to develop and execute on its objectives, and as such would negatively impact the Company’s possible overall development.

mitigate this risk, on September 1, 2021, Reliability entered into new employment agreements with President/CEO Nick Tsahalis and CFO

Mark Speck, respectively.

The board of directors acted in accordance with the advice of its compensation committee to grant Mr.

who has served as wholly owned subsidiary Maslow Media Group’s (MMG) CEO since November of 2016, and Mr.

Speck who has served MMG

since April of 2019.

regulation could negatively impact the business .

Company’s business is subject to various government regulations in the jurisdictions in which it operates.

Currently, the

Company has clients and places employees in all 50 U.S.

Company’s business is subject to various government regulations in the jurisdictions in which it operates.

Currently, the Company

has clients and places employees in all 50 U.S.

states and in numerous foreign countries.

Due to the wide scope of the

Company’s operations, the Company could be subject to regulation by various political and regulatory entities, including

various local and municipal agencies and government sub-divisions.

The Company may incur increased costs necessary to comply with

existing and newly adopted laws and regulations or penalties for any failure to comply.

The Company’s operations could be

adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry, such

as the imposition of additional licensing or tax requirements.

Failure to comply with the legal regulations in places we do business,

or the regulatory prohibition or restriction of employment services, could lead to financial liability and regulatory action against

the Company, which could significantly harm our development as a business.

Due to the wide scope of the Company’s

operations, the Company could be subject to regulation by various political and regulatory entities, including various local and municipal

agencies and government sub-divisions.

The Company may incur increased costs necessary to comply with existing and newly adopted laws

and regulations or penalties for any failure to comply.

The Company’s operations could be adversely affected, directly or indirectly,

by existing or future laws and regulations relating to its business or industry, such as the imposition of additional licensing or tax

requirements.

Currently mask and vaccine mandates have adversely impacted the business (although some are related to customer compliance

requirements vs.

government mandates) as some of our associates have elected not to comply meaning they cannot report to work for our

Failure to comply with the legal regulations in places we do business, or the regulatory prohibition or restriction of employment

services, could lead to financial liability and regulatory action against the Company, which could significantly harm our development

as a business.

Company may face significant competition from companies that serve its industries .

Company may face competition from other companies that offer similar solutions.

Some of these potential competitors may have longer

operating histories, greater brand recognition, larger client bases and significantly greater financial, technical and marketing

resources than the Company possesses.

These advantages may enable such competitors to respond more quickly to new or emerging

trends and changes in customer preferences.

These advantages may also allow them to engage in more extensive market research and

development, undertake extensive far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive

offers to potential customers, employees and strategic partners.

Increased competition may result in price reductions, reduced

gross margin and loss of market share.

The Company may not be able to compete successfully, and competitive pressures may adversely

affect its business, results of operations and financial condition.

staffing industry is highly competitive with low barriers to entry which could limit the Company’s ability to maintain or

increase our market share or profitability.

Some of these potential competitors may have longer operating

histories, greater brand recognition, larger client bases and significantly greater financial, technical and marketing resources than

the Company possesses.

These advantages may enable such competitors to respond more quickly to new or emerging trends and changes in

customer preferences.

These advantages may also allow them to engage in more extensive market research and development, undertake extensive

far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential customers, employees

and strategic partners.

Increased competition may result in price reductions, reduced gross margin and loss of market share.

may not be able to compete successfully, and competitive pressures may adversely affect its business, results of operations and financial

staffing industry is highly competitive with low barriers to entry which could limit the Company’s ability to maintain or increase

our market share or profitability.

staffing services industry is highly competitive with limited barriers to entry.

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on a national, regional and a local scale with full-service and specialized temporary staffing companies.

We expect that the level

of competition will remain high, which could limit our ability to maintain or increase our market share or profitability.

of our existing or potential competitors have substantially greater financial, technical and marketing resources than we do, which

may enable them to:

We expect that the level of

competition will remain high, which could limit our ability to maintain or increase our market share or profitability.

of our existing or potential competitors have substantially greater financial, technical and marketing resources than we do, which may

enable them to:

in new technologies;

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better benefit packages that we may not be able to match.

Company is subject to the potential factors of market and customer changes, which could result in our inability to timely respond

to the needs of our clients.

Company is subject to the potential factors of market and customer changes, which could result in our inability to timely respond to

the needs of our clients.

business of the Company is susceptible to rapidly changing preferences of the marketplace and its customers.

The needs of customers

are subject to constant change.

Although the Company intends to continue to develop and improve its services to meet changing

customer needs of the marketplace, there can be no assurance that funds for such expenditures will be available or that the Company’s

competition will not develop similar or superior capabilities or that the Company will be successful in its internal efforts.

The future success of the Company will depend in part on its ability to respond effectively to rapidly changing trends, industry

standards and customer requirements by adapting and improving the features and functions of its services.

In the Company’s

industry, failure by a business to adapt to the changing needs and demands of customers is likely to render the business obsolete.

The needs of customers are

subject to constant change.

Although the Company intends to continue to develop and improve its services to meet changing customer needs

of the marketplace, there can be no assurance that funds for such expenditures will be available or that the Company’s competition

will not develop similar or superior capabilities or that the Company will be successful in its internal efforts.

The future success

of the Company will depend in part on its ability to respond effectively to rapidly changing trends, industry standards and customer

requirements by adapting and improving the features and functions of its services.

In the Company’s industry, failure by a business

to adapt to the changing needs and demands of customers is likely to render the business obsolete.

publicity could adversely affect our business and operating results .

publicity about our industry or our Company, including the utility of our services, even if inaccurate, could adversely affect

our reputation and the confidence in, and the use of, our services, which could harm our business and operating results.

to our reputation can arise from many sources, including poor performance or misconduct by the workers we supply and recruit for

our clients, misconduct by our partners, outsourced service providers or other counterparties, and failure by us to meet

minimum standards of service expected by clients in our industry.

publicity about our industry or our Company, including the utility of our services, even if inaccurate, could adversely affect our reputation

and the confidence in, and the use of, our services, which could harm our business and operating results.

Harm to our reputation can

arise from many sources, including poor performance or misconduct by the workers we supply and recruit for our clients, misconduct by

our partners, outsourced service providers or other counterparties, and failure by us to meet minimum standards of service expected by

clients in our industry.

Company has generated revenues, but limited profits, to date .

business model of the Company involves significant costs of services, resulting in a low gross and net margins on revenues.

this fact with the required operating expenses incurred by the Company, the Company has only generated approximately $1,500 in

total profits in any one year, and specifically $195 in 2019 and $386 in 2018.

In 2020, with the Company taking on the added expense

of being a public company, additional expenses of approximately $900 for management compensation, administrative costs, insurance,

consulting, and legal fees for reporting and regulatory compliance, had the most impact on our incurring a net loss of $826.

Company hopes and expects that as its business expands, it will enjoy economies of scale resulting in higher operating and net

margins and improved cash flows, but there is no guarantee this will occur.

this fact with the required operating expenses incurred by the Company, the Company has only generated approximately $1,000 in operating

income and net income from operations in any one year of approximately $500 since 2015.

Net income for the Company specifically was $195

in 2019 and $386 in 2018.

In 2020, with the Company taking on the added expense of being a public company, additional expenses of approximately

$900 for management compensation, administrative costs, insurance, consulting, and legal fees for reporting and regulatory compliance,

had the most impact on our incurring a net loss of $789.

In 2021 the company earned a record $7,893 in net income, but $9,631

was garnered as Other Income based on eligibility for government programs.

The Company hopes and expects that as its business expands,

it will enjoy economies of scale resulting in higher operating and net margins and improved cash flows, but there is no guarantee this

Company may suffer from lack of availability of additional funds .

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To that end, we will be required to raise additional funds through equity or debt financing.

there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all.

potential that we will continue to lack shares of Company Common Stock available for an equity financing.

If additional debt is

incurred, the Company may fail to comply with the terms of such financing, which could result in significant liability for our

If we are unsuccessful, we may need to (a) initiate cost reductions;

However, there

can be no assurance that we will be successful in securing additional capital on favorable terms, if at all.

There is a potential that

we will continue to lack shares of Company Common Stock available for an equity financing.

If additional debt is incurred, the Company

may fail to comply with the terms of such financing, which could result in significant liability for our Company.

If we are unsuccessful,

we may need to (a) initiate cost reductions;

(b) forego business development opportunities;

seek extensions of time to fund liabilities, or (d) seek protection from creditors.

In addition, any future sale of our equity

securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our

shares currently trade.

Our inability to raise capital could require us to significantly curtail or terminate our operations.

Our plan is to increase our cash reserves through the sale of additional equity or debt securities.

The sale of convertible debt

securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders.

The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing

covenants that would restrict our operations and liquidity.

In addition, our ability to obtain additional capital on acceptable

terms is subject to a variety of uncertainties.

addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may

be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations.

These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that

result in our shareholders losing all of their investment in our Company.

or (d) seek protection from creditors.

In addition, any future sale of our equity securities would dilute the ownership and control of

your shares and could be at prices substantially below prices at which our shares currently trade.

Our inability to raise capital could

require us to significantly curtail or terminate our operations.

Our plan is to increase our cash reserves through the sale of additional

equity or debt securities.

The sale of convertible debt securities or additional equity securities could result in additional and potentially

substantial dilution to our shareholders.

The incurrence of indebtedness would result in increased debt service obligations and could

result in operating and financing covenants that would restrict our operations and liquidity.

In addition, our ability to obtain additional

capital on acceptable terms is subject to a variety of uncertainties.

addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary

for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations.

These possibilities,

to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing

all of their investment in our Company.

acquisition strategy creates risks for our business .

expect that we will pursue acquisitions of other businesses, assets or technologies to grow our business.

We may fail to identify

attractive acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions.

We might not be able

to raise enough cash to compete for attractive acquisition targets.

If we are unable to complete acquisitions in the future, our

ability to grow our business at our anticipated rate will be impaired.

may pay for acquisitions by issuing additional shares of Common Stock, if such shares become available, which would dilute our

shareholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other

opportunities and subject us to meaningful debt service obligations.

We may fail to identify attractive

acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions.

We might not be able to raise enough cash

to compete for attractive acquisition targets.

If we are unable to complete acquisitions in the future, our ability to grow our business

at our anticipated rate will be impaired.

may pay for acquisitions by issuing additional shares of common stock, if such shares become available, which would dilute our shareholders,

or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject

us to meaningful debt service obligations.

We may also use significant amounts of cash to complete acquisitions.

Most acquisitions will include “Earn Out”

provisions which ensure adequate generation of revenue and profits, but

cash required to pay Earn Outs likely will exceed that total or incremental cash flow generated by the acquired business.

extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated

with the acquired assets.

We may also record significant amounts of intangible assets, including goodwill, which could become

impaired in the future.

Acquisitions involve numerous other risks, including:

Most acquisitions will

include “Earn Out” provisions which ensure adequate generation of revenue and profits, but cash required to pay Earn Outs

likely will exceed that total or incremental cash flow generated by the acquired business.

To the extent that we complete acquisitions

in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets.

We may also record

significant amounts of intangible assets, including goodwill, which could become impaired in the future.

Acquisitions involve numerous

other risks, including:

integrating the operations, technologies, services and personnel of the acquired companies;

maintaining our internal standards, controls, procedures and policies;

of management’s attention from other business concerns;

over-valuation

by us of acquired companies;

resulting from activities of the acquired company, including claims from terminated employees, customers, former shareholders

and other third parties;

resulting from activities of the acquired company, including claims from terminated employees, customers, former shareholders and

other third parties;

revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies;

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markets in which we have no prior experience and may not succeed;

associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion

and language and cultural differences, compliance with foreign laws and regulations and general economic or political conditions

in other countries or regions;

associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language

and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries

loss of key employees of the acquired companies;

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Company may suffer from a lack of liquidity .

incurring indebtedness, the Company subjects itself to increased debt service obligations which could result in operating and

financing covenants that would restrict our operations and liquidity.

This would impair our ability to hire the necessary senior

and support personnel required for our business, as well carry out its acquisition strategy and other business objectives.

incurring indebtedness, the Company may subject itself to increased debt service obligations which could result in operating and financing

covenants that would restrict our operations and liquidity.

This would impair our ability to hire the necessary senior and support personnel

required for our business, as well carry out its acquisition strategy and other business objectives.

Company has only been able to secure asset-based lending at this time

Company relies on its factoring relationship with Triumph Business Capital (TBC) which is based on account receivable balance.

December 31, 2021, Maslow could raise an additional $4,321 in cash through factoring.

In the past Maslow has tried to tap non-asset-based

lending but the market for such loans is challenging and the Vivos Group’s association has prevented loans from proceeding in the

Thus, Maslow at this time is limited in borrowing based on the amount of unfactored accounts receivable that is available.

Company lacks some of the technology necessary to manage its planned staffing operations, payroll, and sales activities .

Company relies heavily on its software providers to manage payroll, recruitment, onboarding, benefits administration, scheduling,

year-end reporting, and other related human resources issues.

Currently, we rely on software provided by Paycom to help manage

these operations.

In 2020, we added Intaact finance and accounting suite, SalesForce.Com, and advanced search B2B sales facilitator

Company relies heavily on its software providers to manage payroll, accounting;

financial reporting;

recruitment, onboarding,

benefits administration, scheduling, year-end reporting, and other related human resources issues.

Currently, we rely on software provided

by Paycom, Intacct., Salesforce, and to a lesser extent, advanced search B2B sales facilitator Zoom Info to help manage these

all which have made our business more efficient and effective.

However, this segmented technology is not an integrated

ERP and will not handle the growing complexity of our needs as we evolve our operations through mergers and acquisitions of other

This could hamper our ability to successfully reduce the general and administrative costs of businesses that we acquire,

as contemplated by our acquisition strategy, which would ultimately impair our ability to generate a healthy profit.

Company is currently party to Factoring Facilities that are eroding its profit margins and may impair our ability to secure additional

Company has a factoring and security agreements (collectively, the “Factoring Facilities”) with Triumph Business Capital

(“Triumph”) who is sometimes referred to herein as a “Factor”

or “Factoring Company”.

to the Factoring Facilities, the Company sells its accounts receivable (i.e., invoices) at a discount so that the Company

can meet its immediate cash needs, at which point the value of those invoices become a debt of the Company that must be paid to

the Factoring Company.

This type of facility is common for companies in the EOR and staffing industries as a great deal of cash

is advanced to make payroll and pay contractors.

We may use a substantial portion of our cash flow from operations to make debt

service payments on these Factoring Facilities, which reduces the funds available to us for other purposes such as working capital,

capital expenditures and acquisitions.

In addition, because our largest asset (our accounts receivable) is encumbered pursuant

to these Factoring Facilities, our ability to obtain lines of credit or other financings for other purposes such as growth initiatives

and acquisitions is limited.

Additionally, we are exposed to fluctuations in interest rates because our Factoring Facilities have

variable rates of interest tied to the prime interest rate.

The reduction of cash flow as a result of these Factoring Facilities

may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in

our industry, including increased competition, and makes us more vulnerable to general economic downturns and adverse developments

in our business.

However, this segmented technology is not an integrated ERP

and will not handle the growing complexity of our needs as we evolve our operations through mergers and acquisitions of other businesses.

This could hamper our ability to successfully reduce the general and administrative costs of businesses that we acquire, as contemplated

by our acquisition strategy, which would ultimately impair our ability to generate a healthy profit.

formal market survey has been conducted .

independent marketing survey has been undertaken to determine the potential demand for the Company’s services over the longer

independent marketing survey has been undertaken to determine the potential demand for the Company’s services over the longer term.

The Company has conducted no marketing studies regarding whether its business would continue to be marketable.

No assurances

can be given that upon marketing, sufficient customer markets and business can be developed to sustain the Company’s operations

on a continued basis.

Company services numerous geographic areas, and therefore may be subject to risks such as natural disasters and travel-related

disruptions, which may materially adversely affect our business, financial condition and results of operations.

No assurances can be given

that upon marketing, sufficient customer markets and business can be developed to sustain the Company’s operations on a continued

Company services numerous geographic areas, and therefore may be subject to risks such as natural disasters and travel-related disruptions,

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

operate in all U.S.

states and in numerous countries around the world.

To do so, we often send workers to locations that could

be affected by various factors beyond our control that could adversely affect our ability to service our clients.

These factors

could also affect our employees, vendors, insurance carriers and other contractual counterparties.

To do so, we often send workers to locations that could be affected

by various factors beyond our control that could adversely affect our ability to service our clients.

These factors could also affect

our employees, vendors, insurance carriers and other contractual counterparties.

Such factors include:

terrorist activities or threats and heightened travel security measures instituted in response to these events;

of pandemic or contagious diseases or consumers’

concerns relating to potential exposure to contagious diseases;

of pandemic or contagious diseases or consumers’ concerns relating to potential exposure to contagious diseases;

disasters, such as hurricanes, fires, earthquakes, tsunamis, tornados, floods and volcanic eruptions and man-made disasters;

weather and even forecasts of bad weather, including abnormally hot, cold and/or wet weather;

prices and travel costs and the financial condition of the airline, automotive and other transportation-related industries,

any travel-related disruptions or incidents and their impact on travel;

prices and travel costs and the financial condition of the airline, automotive and other transportation-related industries, any travel-related

disruptions or incidents and their impact on travel;

or statements by U.S.

and foreign governmental officials related to travel and corporate travel-related activities (including

changes to the U.S.

and foreign governmental officials related to travel and corporate travel-related activities (including changes

visa rules) and the resulting public perception of such travel and activities.

one or more of these factors could adversely affect our ability to offer services to clients, which could materially adversely

affect our business, financial condition and results of operations.

one or more of these factors could adversely affect our ability to offer services to clients, which could materially adversely affect

our business, financial condition and results of operations.

downturn of the U.S.

or global economy could result in our clients using fewer workforce solutions or becoming unable to pay us

for our services on a timely basis or at all, which would materially adversely impact our business.

demand for workforce solutions and services, particularly staffing services, is sensitive to changes in the level of economic

activity, our business may suffer during an economic downturn resulting from among other things the COVID-19 pandemic.

periods of weak economic growth or economic contraction, the demand for staffing services typically declines.

When demand drops,

our operating profit is typically impacted unfavorably as we experience a deleveraging of our selling and administrative expense

base as expenses may not decline as quickly as revenues.

In periods of decline, we can only reduce selling and administrative

expenses to a certain level without negatively impacting our long-term prospects.

Additionally, during economic downturns companies

may slow the rate at which they pay their vendors, or they may become unable to pay their obligations.

If our clients become unable

to pay amounts owed to us, or pay us more slowly, then our cash flow and profitability may suffer.

or global economy could result in our clients using fewer workforce solutions or becoming unable to pay us for our

services on a timely basis or at all, which would materially adversely impact our business.

demand for workforce solutions and services, particularly staffing services, is sensitive to changes in the level of economic activity,

our business may suffer during an economic downturn resulting from among other things the COVID-19 pandemic.

During periods of weak economic

growth or economic contraction, the demand for staffing services typically declines.

When demand drops, our operating profit is typically

impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses may not decline as quickly

In periods of decline, we can only reduce selling and administrative expenses to a certain level without negatively impacting

our long-term prospects.

Additionally, during economic downturns companies may slow the rate at which they pay their vendors, or they

may become unable to pay their obligations.

If our clients become unable to pay amounts owed to us, or pay us more slowly, then our cash

flow and profitability may suffer.

services may be terminated on short notice, leaving us vulnerable to a significant loss in revenue

staffing needs can change and as a result we could lose staffing or EOR headcount rather quickly.

In late 2019, this was the case when

AT&T announced the cancellation of two (2) live anchor multiple hour DirecTV sports programs, which had an estimated $4,000

revenue impact on the Company.

A reduction in such needs and resulting loss of clients or placements at clients could result in

a significant decrease in revenue within a short period of time that would be difficult to quickly replace.

In early 2020, this was the

case when AT&T announced the cancellation of two (2) live anchor multiple hour DirecTV sports programs, which had an estimated $4,000

impact on the Company.

A reduction in such needs and resulting loss of clients or placements at clients could result in a significant

decrease in revenue within a short period of time that would be difficult to quickly replace.

to retain or attract new clients.

and profitability of our business is dependent upon our ability to retain and capture new clients.

Our ability to achieve success

in both areas is reliant on our sales and service organization.

If we are unable to execute effectively, or our selected business

development efforts falter, we may not be able to attract a significant number of new clients and our existing client base could

shrink, resulting in an adverse impact on our revenues and profitability.

Our ability to achieve success in

both areas is reliant on our sales and service organization.

If we are unable to execute effectively, or our selected business development

efforts falter, we may not be able to attract a significant number of new clients and our existing client base could shrink, resulting

in an adverse impact on our revenues and profitability.

could be required to write-off goodwill and intangible assets.

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at least annually.

Our goodwill and intangibles assets were $721 at the end of 2020.

An unfavorable evaluation could cause us

to write-off these assets in future periods.

Any future write-offs could have a material adverse impact on our operational results

or Operating Income Before Interest, Taxes, Depreciation, and Amortization (“OIBITDA”).

OIBITDA is a non-GAAP metric

we use to better reflect the operating results of the Company.

Our goodwill and intangibles assets related to IQS which were $688 at the end of 2020 were determined to be impaired

and thus were written off in 2021.

An unfavorable evaluation could cause us to write-off assets in future periods.

Any future write-offs

could have a material adverse impact on our operational results or Operating Income Before Interest, Taxes, Depreciation, and Amortization

OIBITDA is a non-GAAP metric we use to better reflect the operating results of the Company.

business is subject to federal, state and local labor and employment laws and a failure to comply could materially harm our business.

are subject to regulation by a host of federal, state and local regulatory agencies in the jurisdictions within which we operate

including but not limited to the U.S.

are subject to regulation by a host of federal, state and local regulatory agencies in the jurisdictions within which we operate including

but not limited to the U.S.

Department of Labor.

There are local agencies which have similar state and city regulations

as well with specific laws and regulations varying among these jurisdictions.

This acts both as an opportunity for the Company

since we manage these risks as a matter of course for our EOR service, and a risk as compliance with these requirements imposes

some additional burden on us.

However, in the past challenges complying with these local, state and federal regulations has not

resulted in a material adverse event on Maslow’s business.

Any inability or failure to comply with government regulation

could however materially harm our business.

Increased government regulation of the workplace or of the employer-employee relationship,

or judicial or administrative proceedings related to such regulation, could create additional business for the Company, but could

also materially harm our business

reaction to the COVID-19 pandemic, federal and state legislatures have been attempting to push through legislation, much of which

affects the employee-employer relationship, and these new laws may have a material impact on our operations, business,

There are local agencies which have similar state and city regulations as well with

specific laws and regulations varying among these jurisdictions.

This acts both as an opportunity for the Company since we manage these

risks as a matter of course for our EOR service, and a risk as compliance with these requirements imposes some additional burden on us.

However, in the past challenges complying with these local, state and federal regulations has not resulted in a material adverse event

on Maslow’s business.

Any inability or failure to comply with government regulation could however materially harm our business.

Increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings

related to such regulation, could create additional business for the Company, but could also materially harm our business

reaction to the COVID-19 pandemic, federal and state legislatures have pushed through legislation, and chief executives have issued executive

orders, much of which affects the employee-employer relationship, and these new laws may have a material impact on our operations, business,

finances and prospects.

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Risk of Customers

clients AT&T and DirecTV (under a single AT&T agreement) and Janssen Pharmaceuticals (which includes workforce partners

Johnson & Johnson) made up approximately 29% and 11% of our 2020 revenues, respectively.

In addition, these two customers

account for approximately 49% and 18% of our accounts receivables as of December 31, 2020, respectively.

Our business relies on

relationships with several large customers, to generate a large portion of our revenue.

This revenue concentration in a relatively

small number of customers (5 clients make up 65% of revenue) makes us particularly dependent on factors affecting those companies.

clients AT&T and DirecTV (under a single AT&T agreement) and Janssen Pharmaceuticals (which includes workforce partners Johnson

& Johnson) made up approximately 27.9% and 14.5% of our 2021 revenues, respectively.

In addition, these two customers account for

approximately 41.1% and 32.9% of our accounts receivables as of December 31, 2021, respectively.

Our business relies on relationships

with several large customers, to generate a large portion of our revenue.

This revenue concentration in a relatively small number of

customers (5 clients make up 74% of revenue in 2021, compared to 60.7% in 2020) makes us particularly dependent on factors affecting

those companies.

face risks related to health pandemics, wars, inflation, and other widespread outbreaks of contagious disease, including COVID-19 and

its variants, or other potential causes of global instability which could significantly disrupt our operations and impact our financial

RELATED TO OWNERSHIP OF COMMON STOCK

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market price of common stock has been, and is likely to continue to be, volatile for the foreseeable future.

The market price

of Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the

factors listed below:

The market price of common

stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed

or anticipated fluctuations in our results of operations;

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of securities analyst coverage;

of applicable “penny stock”

rules and FINRA Rule 2111;

of applicable “penny stock” rules and FINRA Rule 2111;

of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates by any securities analysts

who follow our Company, or our failure to meet these estimates or the expectations of investors;

changes by any securities analysts who follow our Company;

change by any securities analysts who follow our Company;

announcements

by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

in operating performance and stock market valuations of other business services companies generally, or those in our industry

in particular;

in operating performance and stock market valuations of other business services companies generally, or those in our industry in

and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

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events or factors, including those resulting from war, incidents of terrorism or responses to these events.

addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market

prices of equity securities of many business services companies.

Stock prices of many business services companies have fluctuated

in a manner unrelated or disproportionate to the operating performance of those companies.

In the past, shareholders have instituted

securities class action litigation following periods of market volatility.

If we were to become involved in securities litigation,

it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect

our business, results of operations and financial condition.

addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices

of equity securities of many business services companies.

Stock prices of many business services companies have fluctuated in a manner

unrelated or disproportionate to the operating performance of those companies.

In the past, shareholders have instituted securities class

action litigation following periods of market volatility.

If we were to become involved in securities litigation, it could subject us

to substantial costs, divert resources and the attention of management from our business and adversely affect our business, results of

operations and financial condition.

stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

a regulation of the SEC known as “Rule 144,”

a person who beneficially owns restricted securities of an issuer and

who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions

have been met.

One of these conditions is that such person has held the restricted securities for a prescribed period, which will

be 6 months for Common Stock.

However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell

company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any

time previously a shell company.

SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets

consisting solely of cash and cash equivalents;

or (iii) assets consisting of any amount of cash and cash equivalents and nominal

other assets.

a result of the Merger described in Item 1.01, the Company ceased being a shell company as such term is defined in Rule 12b-2

under the Exchange Act.

we believe that as a result of the Merger, Reliability ceased to be a shell company, the SEC and others whose approval is required

for shares to be sold under Rule 144 might take a different view.

a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is

not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been

One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months for

common stock.

However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a

business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company.

SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting

solely of cash and cash equivalents;

or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

a result of the Merger described in Item 1.01, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the

Exchange Act.

we believe that as a result of the Merger, Reliability ceased to be a shell company, the SEC and others whose approval is required for

shares to be sold under Rule 144 might take a different view.

144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

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issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the

preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current

Reports on Form 8-K;

least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its

status as an entity that is not a shell company known as “Form 10 Information.”

the Company has filed Form 10 Information with the SEC on its Current Report on Form 8-K filed October 29, 2019, shareholders

who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration

until the Company has met the other conditions to this exception and then for only as long as the Company continues to meet the

condition described in subparagraph (iii), above, and is not a shell company.

No assurance can be given that the Company will

meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding

12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on

least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status

as an entity that is not a shell company known as “Form 10 Information.”

the Company has filed Form 10 Information with the SEC on its Current Report on Form 8-K filed October 29, 2019, shareholders who receive

the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has

met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph

(iii), above, and is not a shell company.

No assurance can be given that the Company will meet these conditions or that, if it has met

them, it will continue to do so, or that it will not again be a shell company.

issuance of the additional shares of common stock could cause the value of common stock to decline.

sale or issuance of a substantial number of shares of Common Stock, or anticipation of such sales, could make it more difficult

for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish.

if we do sell or issue more Common Stock, any investors’

investment in the Company will be diluted.

Moreover, the Company

has outstanding warrants.

The conversion or exercise of the warrants for shares of Company Common Stock would dilute the common

shareholders.

If significant dilution occurs, any investment in Common Stock could significantly decline in value.

application of the “penny stock”

rules could adversely affect the market price of Common Stock and increase transaction

costs to sell those shares.

sale or issuance of a substantial number of shares of common stock, or anticipation of such sales, could make it more difficult for us

to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish.

Further, if we do sell

or issue more common stock, any investors’ investment in the Company will be diluted.

Moreover, the Company has outstanding warrants.

The conversion or exercise of the warrants for shares of Company common stock would dilute the common shareholders.

If significant dilution

occurs, any investment in common stock could significantly decline in value.

application of the “penny stock” rules could adversely affect the market price of common stock and increase transaction costs

to sell those shares.

This can be exacerbated by the current low float of the stock in relation to the shares outstanding.

SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,”

for the purposes relevant to us,

as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share,

subject to certain exceptions.

SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any

equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject

to certain exceptions.

For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

a broker or dealer approve a person’s account for transactions in penny stocks, and

broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity

of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

a broker or dealer approve a person’s account for transactions in penny stocks, and

broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the

penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

financial information and investment experience objectives of the person, and

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and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating

to the penny stock market, which, in highlight form:

forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a

signed written agreement from the investor prior to the transaction.

brokers may be less willing to execute transactions in securities subject to the “penny stock”

This may make

it more difficult for investors to dispose of Common Stock and cause a decline in the market value of Common Stock.

Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to

buy and sell our stock.

addition to the “penny stock”

rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to

have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment.

to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts

to obtain information about the customer’s financial status, tax status, investment objectives and other information.

interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not

be suitable for at least some customers.

The FINRA requirements make it more difficult for broker-dealers to recommend that their

customers buy Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to

the penny stock market, which, in highlight form:

forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed

written agreement from the investor prior to the transaction.

brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.

This may make it more

difficult for investors to dispose of common stock and cause a decline in the market value of Common Stock.

Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholders’ ability to buy and

sell our stock.

addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable

grounds for believing that an investment is suitable for a customer before recommending the investment.

Prior to recommending speculative

low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the

customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA

believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.

FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy Common Stock, which may limit your

ability to buy and sell our stock and have an adverse effect on the market for our shares.

do not intend to pay dividends for the foreseeable future .

have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future.

We anticipate that we will retain all our future earnings for use in the development of our business and for general corporate

anticipate that we will retain all our future earnings for use in the development of our business and for general corporate purposes.

Any determination to pay dividends in the future will be at the discretion of our board of directors.

RELATED TO OUR PREVIOUS STATUS AS A SHELL COMPANY

may have contingent liabilities related to our operations prior to the Merger of which we are not aware and for which we have

not adequately provided for.

may have contingent liabilities related to our operations prior to the Merger of which we are not aware and for which we have not adequately

provided for.

For example, in July 2021 the Company paid $475 plus $3 in attorney fees to settle a debt owed by the Vivos Group to Libertas

Funding, LLC (“Libertas”).

This settlement relieved MMMG from obligation to Libertas given the Vivos Group had included MMG

as a signing company to its debt in July 2018 (See Item 1).

In March 2022, Vivos Real Estate defaulted on its mortgage loan with FVCBank

for which Maslow was listed as a guarantor.

identified as a shell company with no operating activities prior to the Merger.

Upon completion of the Merger, we acquired all

of the operations of The Maslow Media Group, Inc.

Prior to the consummation of the Merger, Reliability Incorporated was engaged

from 1971 to 2007 in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated

This business was closed in 2007.

We cannot assure you that there are no material claims outstanding, or other circumstances

of which we are not aware, that would give rise to a material liability relating to those prior operations, even though we do

not record any provisions in our financial statements related to any such potential liability.

If we are subject to past claims

or material obligations relating to our operations prior to the consummation of the Merger, such claims could materially adversely

affect our business, financial condition and results of operations.

Upon completion of the Merger, we acquired all of the

operations of The Maslow Media Group, Inc.

Prior to the consummation of the Merger, Reliability Incorporated was engaged from 1971 to

2007 in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated circuits.

business was closed in 2007.

We cannot assure you that there are no material claims outstanding, or other circumstances of which we are

not aware, that would give rise to a material liability relating to those prior operations, even though we do not record any provisions

in our financial statements related to any such potential liability.

If we are subject to past claims or material obligations relating

to our operations prior to the consummation of the Merger, such claims could materially adversely affect our business, financial condition

and results of operations.

RELATED TO THE MERGER AND OWNERSHIP OF COMMON STOCK

of being a public company and risks associated with having been a shell.

are now incurring increased costs with demands upon management and accounting and finance resources as a result of complying with

the laws and regulations affecting public companies;

any failure to establish and maintain adequate internal control over financial

reporting or to recruit, train and retain necessary accounting and finance personnel could have an adverse effect on our ability

to accurately and timely prepare our consolidated financial statements.

are now incurring increased costs with demands upon management and accounting and finance resources as a result of complying with the

laws and regulations affecting public companies;

any failure to establish and maintain adequate internal control over financial reporting

or to recruit, train and retain necessary accounting and finance personnel could have an adverse effect on our ability to accurately

and timely prepare our consolidated financial statements.

identified as a shell company with no recent operating activities prior to the Merger.

Upon completion of the Merger, we acquired

all the operations of The Maslow Media Group.

As a public operating company, we are now incurring significant administrative,

legal, accounting and other burdens and expenses beyond those of a private company, including those associated with corporate

governance requirements and public company reporting obligations.

We have already enhanced and supplemented our internal accounting

resources with additional accounting and finance personnel with the requisite technical and public company experience and expertise,

as well as refined our quarterly and annual financial statement closing process, to enable us to satisfy such reporting obligations.

However, even with perceived success in doing so, there can be no assurance that our finance and accounting organization will

be able to adequately meet the increased demands that result from being a public company.

Upon completion of the Merger, we acquired all

the operations of The Maslow Media Group.

As a public operating company, we are now incurring significant administrative, legal,

accounting and other burdens and expenses beyond those of a private company, including those associated with corporate governance requirements

and public company reporting obligations.

We have already enhanced and supplemented our internal accounting resources with additional

accounting and finance personnel, with the requisite technical and public company experience and expertise, as well as refined our quarterly

and annual financial statement closing process, to enable us to satisfy such reporting obligations.

Additionally, in the fall of 2020

we implemented an enhanced accounting system.

However, even with perceived success in doing so, there can be no assurance that our finance

and accounting organization will be able to adequately meet the increased demands that result from being a public company.

we are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002.

In order to satisfy the requirements of Section

404 of the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and prepare annual

management assessments of the effectiveness of our internal control over financial reporting.

These assessments will need to include

disclosure of identified material weaknesses in our internal control over financial reporting.

Testing and maintaining internal

control over financial reporting will involve significant costs and could divert management’s attention from other matters

that are important to our business.

Additionally, we cannot provide any assurances that we will be successful in remediating any

deficiencies that may be identified.

If we are unable to remediate any such deficiencies or otherwise fail to establish and maintain

adequate accounting systems and internal control over financial reporting, or we are unable to recruit, train and retain necessary

accounting and finance personnel, we may not be able to accurately and timely prepare our consolidated financial statements and

otherwise satisfy our public reporting obligations.

Any inaccuracies in our consolidated financial statements or other public

disclosures (in particular if resulting in the need to restate previously filed financial statements), or delays in our making

required SEC filings, could have a material adverse effect on the confidence in our financial reporting, our credibility in the

marketplace and the trading price of Common Stock.

In order to satisfy the requirements of Section 404 of

the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and prepare annual management assessments

of the effectiveness of our internal control over financial reporting.

These assessments will need to include disclosure of identified

material weaknesses in our internal control over financial reporting.

Testing and maintaining internal control over financial reporting

will involve significant costs and could divert management’s attention from other matters that are important to our business.

Additionally,

we cannot provide any assurances that we will be successful in remediating any deficiencies that may be identified.

If we are unable

to remediate any such deficiencies or otherwise fail to establish and maintain adequate accounting systems and internal control over

financial reporting, or we are unable to recruit, train and retain necessary accounting and finance personnel, we may not be able to

accurately and timely prepare our consolidated financial statements and otherwise satisfy our public reporting obligations.

Any inaccuracies

in our consolidated financial statements or other public disclosures (in particular if resulting in the need to restate previously filed

financial statements), or delays in our making required SEC filings, could have a material adverse effect on the confidence in our financial

reporting, our credibility in the marketplace and the trading price of common stock.

addition, our management team will also have to adapt to other requirements of being a public company.

We will need to devote

significant resources to address these public company-associated requirements, including compliance programs and investor relations,

as well as our financial reporting obligations.

Complying with these rules and regulations will substantially increase our legal

and financial compliance costs and make some activities more time-consuming and costly.

We will need to devote significant

resources to address these public company-associated requirements, including compliance programs and investor relations, as well as our

financial reporting obligations.

Complying with these rules and regulations will substantially increase our legal and financial compliance

costs and make some activities more time-consuming and costly.

Stock may not be eligible for listing on a national securities exchange .

Stock is not currently listed on a national securities exchange, and we do not currently meet the initial quantitative listing

standards of a national securities exchange.

We cannot assure you that we will be able to meet the initial listing standards of

any national securities exchange, or, if we do meet such initial qualitative listing standards, that we will be able to maintain

any such listing.

Common Stock is currently quoted on the pink sheets OTCQB of the OTC Marketplace under the symbol of “RLBY”,

and, unless and until Common Stock is listed on a national securities exchange, we expect that it will continue to be eligible

and quoted on the “pink sheets,”

stock is not currently listed on a national securities exchange, and we do not currently meet the initial quantitative listing standards

of a national securities exchange.

We cannot assure you that we will be able to meet the initial listing standards of any national securities

exchange, or, if we do meet such initial qualitative listing standards, that we will be able to maintain any such listing.

is currently quoted on the pink sheets OTCQB of the OTC Marketplace under the symbol of “RLBY”, and, unless and until Common

Stock is listed on a national securities exchange, we expect that it will continue to be eligible and quoted on the “pink sheets,”

to which time we are eligible to apply to the OTCQB or OTCQX.

However, in order to

qualify for the OTCQB for instance, we would need our float to be a minimum of 5% of outstanding shares to even apply for an exception.

However, in order to qualify for the OTCQB for instance, we would need

our float to be a minimum of 5% of outstanding shares to even apply for an exception.

Currently our float is under 3% of outstanding.

Until outstanding shares are increased, or sufficient number of shares registered

and eligible for trade we will be unable to apply for an exception to move to the OTCQB or OTCQX.

In those venues, however, an

investor may find it difficult to obtain accurate quotations as to the market value of Common Stock.

In addition, if we continue

to fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who

sell our securities to persons other than established customers and accredited investors.

Consequently, such regulations normally

deter broker-dealers from recommending or selling Common Stock, which may further affect its liquidity.

This would also make it

more difficult for us to raise additional capital.

cannot predict whether there will be an active trading market for our common stock and the market price of our common stock may

remain volatile.

our low float of approximately 11,675,503 shares and the absence of an active trading market shareholders may have difficulty

buying and selling our common stock at all or at the price you consider reasonable.

Market visibility for shares of our common

stock may be limited, which may have a depressive effect on the market price for shares of our common stock and on our ability

to raise capital or make acquisitions by issuing our common stock.

compliance with regulations concerning corporate governance and public disclosure has resulted and may in the future result in

additional expenses.

disclosure, governance and compliance laws, regulations and standards relating to corporate governance and public disclosure,

including the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

New or changing laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity,

and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies,

which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to

disclosure and governance practices.

As a result, our efforts to comply with evolving laws, regulations and standards of a public

company are likely to continue to result in increased general and administrative expenses and a diversion of management time and

attention from revenue-generating activities to compliance activities.

Until outstanding shares are increased, or sufficient number of shares registered and eligible for trade we will be unable to apply for

an exception to move to the OTCQB or OTCQX.

In those venues, however, an investor may find it difficult to obtain accurate quotations

as to the market value of Common Stock.

In addition, if we continue to fail to meet the criteria set forth in SEC regulations, various

requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited

Consequently, such regulations normally deter broker-dealers from recommending or selling common stock, which may further

affect its liquidity.

This would also make it more difficult for us to raise additional capital.

cannot predict whether there will be an active trading market for our common stock and the market price of our common stock may remain

our low float of approximately 21,245,047 shares and the absence of an active trading market shareholders may have difficulty buying

and selling our common stock at all or at the price you consider reasonable.

Market visibility for shares of our common stock may be

limited, which may have a depressive effect on the market price for shares of our common stock and on our ability to raise capital or

make acquisitions by issuing our common stock.

compliance with regulations concerning corporate governance and public disclosure has resulted and may in the future result in additional

disclosure, governance and compliance laws, regulations and standards relating to corporate governance and public disclosure, including

the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

New or changing

laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result,

their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result

in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance

As a result, our efforts to comply with evolving laws, regulations and standards of a public company are likely to continue

to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities

to compliance activities.

UNRESOLVED STAFF COMMENTS

Company’s headquarters and operations were moved from Rockville, Maryland to Clarksburg, Maryland effective April 30, 2020

as the Company terminated its lease.

As of December 31, 2020, Clarksburg, Maryland became our sole location, as the Company terminated

Company’s headquarters and operations were moved from Rockville, Maryland to Clarksburg, Maryland effective April 30, 2020, as

the Company terminated its lease.

As of May 1st, 2020, Clarksburg, Maryland became our sole location, as the Company terminated

its lease for its office in Plymouth, Minnesota effective December 31, 2020.

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 1A. Risk Factors