What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-31 compared with 2021-03-31 · 67 added, 581 removed, 37 unchanged (95% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS’

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS’ MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

INFORMATION AND HOLDERS

Company’s common stock trades in the over-the-counter market under the symbol RLBY.

The high and low sale prices for 2020

and 2019 are set forth below.

Company’s common stock trades in the over-the-counter market under the symbol RLBY.

The high and low sale prices for 2021 and 2020

are set forth below.

High and Low price is based on last trading day of quarter.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

6 unchanged sentences

following tables set forth our summary consolidated historical financial data.

You should read the information set forth below

in conjunction with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”

and our consolidated historical financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

The statement of operations data for the fiscal years ended 2020 and 2019 and the balance sheet data as of December 31, 2020 and

2019 set forth below are derived from our audited consolidated financial statements included elsewhere in this Annual Report on

You should read the information set forth below in conjunction

with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated

historical financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

The statement of operations

data for the fiscal years ended 2021 and 2020 and the balance sheet data as of December 31, 2021, and 2020 set forth below are derived

from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Balance Sheet Data:

2 unchanged sentences

Total other long-term liabilities

Stockholders’

Stockholders’ equity

Statement of Operation Data:

Selling, general and administrative expenses

Operating income (loss)

Operating loss

Interest income

1 unchanged sentence

Interest expense

Other expense

Impairment of goodwill and other intangible assets

Other income (expense)

Income (loss) before income taxes

4 unchanged sentences

Net Income (Loss) Per Share:

Net income (loss) per share –

Net income (loss) per share – basic

Net income (loss) per share – diluted

Weighted average shares outstanding –

Weighted average shares outstanding – basic

Weighted average shares outstanding – diluted

Other Financial Data:

We present OIBITDA as a measure that is not in accordance with generally accepted accounting principles (“non-GAAP”),

in this Annual Report on Form 10-K to provide investors with a supplemental measure of our operating performance.

We believe that

OIBITDA is a useful performance measure and is employed by us to facilitate comparisons of our operating performance on a consistent

basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our core business

than measures under generally accepted accounting principles (“GAAP”) can provide alone.

Our board and management

also use OIBITDA as some of the primary methods for planning and forecasting overall expected performance and for evaluating on

a quarterly and annual basis actual result against such expectations, and as a performance evaluation metric in determining

achievement of certain compensation programs and plans for our management and organization.

define OIBITDA as operational earnings before interest expense, related party interest, income taxes, depreciation and amortization

expense, loss on early extinguishment of debt and related party debt, transaction fees and costs related to our corporate overhead

which consist mainly of costs associated with being a public company.

Omitting interest, taxes and the other items provides a

financial measure that facilitates comparisons of our results of operations with those of companies having different capital structures.

Since the levels of indebtedness and tax structures that other companies have are different from ours, we omit these amounts to

facilitate investors’

We believe that OIBITDA

is a useful performance measure and is employed by us to facilitate comparisons of our operating performance on a consistent basis from

period-to-period and to provide for a more complete understanding of factors and trends affecting our core business than measures under

generally accepted accounting principles (“GAAP”) can provide alone.

Our board and management also use OIBITDA as some of

the primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis actual

result against such expectations, and as a performance evaluation metric in determining achievement of certain compensation programs

and plans for our management and organization.

define OIBITDA as operational earnings before interest expense, related party interest, income taxes, depreciation and amortization expense,

loss on early extinguishment of debt and related party debt, transaction fees and costs related to our corporate overhead which consist

mainly of costs associated with being a public company.

Omitting interest, taxes and the other items provides a financial measure that

facilitates comparisons of our results of operations with those of companies having different capital structures.

Since the levels of

indebtedness and tax structures that other companies have are different from ours, we omit these amounts to facilitate investors’

ability to make like comparisons.

Similarly, we omit depreciation and amortization because many other

companies likely employ a greater amount of property and intangible assets.

We omit corporate or non-operating costs as they are

meant to be allocated against a larger operational base which our business plan outlines.

As we grow our operations organically

and through M&A activities these corporate costs are absorbed more equitably, we will use Earnings Before Interest, Taxes,

Depreciation and Amortization (“EBITDA”) as our means of measuring comparable operational performance to other companies

in our industry.

We also believe that investors, analysts and other interested parties view our ability to generate OIBITDA as

an important measure of our operating performance and that of other companies in our industry.

OIBITDA should not be considered

as an alternative to net income (loss) for the periods indicated as a measure of our performance.

use of OIBITDA has limitations as analytical tools, and you should not consider these performance measures in isolation from,

or as an alternative to, GAAP measures such as net income (loss).

OIBITDA is not a measure of liquidity under GAAP or otherwise

and is not an alternative to cash flow from continuing operating activities.

Our presentation of OIBITDA should not be construed

as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring

The limitations of OIBITDA include:

(i) it does not reflect our corporate expenditures or future requirements for capital

expenditures or contractual commitments;

Similarly, we omit depreciation and amortization because many other companies likely employ a greater

amount of property and intangible assets.

We omit corporate or non-operating costs as they are meant to be allocated against a larger

operational base which our business plan outlines.

As we grow our operations organically and through M&A activities these corporate

costs are absorbed more equitably, we will use Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

as our means of measuring comparable operational performance to other companies in our industry.

We also believe that investors, analysts

and other interested parties view our ability to generate OIBITDA as an important measure of our operating performance and that of other

companies in our industry.

OIBITDA should not be considered as an alternative to net income (loss) for the periods indicated as a measure

of our performance.

use of OIBITDA has limitations as analytical tools, and you should not consider these performance measures in isolation from, or as an

alternative to, GAAP measures such as net income (loss).

OIBITDA is not a measure of liquidity under GAAP or otherwise and is not an

alternative to cash flow from continuing operating activities.

Our presentation of OIBITDA should not be construed as an inference that

our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items.

The limitations

of OIBITDA include:

(i) it does not reflect our corporate expenditures or future requirements for capital expenditures or contractual

(ii) it does not reflect changes in, or cash requirements for, our working capital needs;

(iii) it does not reflect income tax payments we may be required to make;

and (iv) it does not reflect the cash requirements necessary

to service interest or principal payments associated with indebtedness.

properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere

in this Annual Report on Form 10-K and the reconciliation to OIBITDA from net income (loss), the most directly comparable financial

measure presented in accordance with GAAP, set forth in the following table.

All the items included in the reconciliation from

net income (loss) to OIBITDA are either (i) corporate costs or (ii) items that management does not consider in assessing our on-going

operating performance.

In the case of the other items that management does not consider in assessing our on-going operating performance,

management believes that investors may find it useful to assess our operating performance if the measures are presented without

these items because their financial impact may not reflect on-going operating performance.

(iii) it does not reflect income

tax payments we may be required to make;

and (iv) it does not reflect the cash requirements necessary to service interest or principal

payments associated with indebtedness.

properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere in

this Annual Report on Form 10-K and the reconciliation to OIBITDA from net income (loss), the most directly comparable financial measure

presented in accordance with GAAP, set forth in the following table.

All the items included in the reconciliation from net income (loss)

to OIBITDA are either (i) corporate costs or (ii) items that management does not consider in assessing our on-going operating performance.

In the case of the other items that management does not consider in assessing our on-going operating performance, management believes

that investors may find it useful to assess our operating performance if the measures are presented without these items because their

financial impact may not reflect on-going operating performance.

calculation comparison for the years ended December 31, 2021, and 2020 is as follows:

4 unchanged sentences

Net income (loss)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

This section includes

several forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect our

current views with respect to future events and financial performance.

All statements that address expectations or projections

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

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

Some of the forward-looking

statements can be identified by words like “anticipates,”

“believes,”

“expects,”

“may,”

“will,”

“can,”

“could,”

“should,”

“intends,”

“project,”

“predict,”

“plans,”

“estimates,”

“goal,”

“target,”

“possible,”

“potential,”

“would,”

“seek,”

and similar references to future periods.

These statements are

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

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

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

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

Important factors that could cause

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

the impact of the COVID-19

pandemic on us and our clients;

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

fund our business plan and expenses;

our continued inability to issue additional shares of equity securities;

negative outcome

of pending and future claims and litigation and our ability to comply with our contractual covenants, including in respect of

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

weakness in general economic

conditions and levels of capital spending by customers in the industries we serve;

weakness or volatility in the financial and

capital markets, which may result in the postponement or cancellation of our customers’

projects or the inability of our

customers to pay our fees;

delays or reductions in U.S.

government spending;

credit risks associated with our customers;

market pressures;

the availability and cost of qualified labor;

our level of success in attracting, training and retaining qualified

management personnel and other staff employees;

changes in tax laws and other government regulations, including the impact of

health care reform laws and regulations;

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

limited to, the activities of our temporary employees;

our performance on customer contracts;

and government policies, legislation

or judicial decisions adverse to our businesses.

Readers are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date hereof.

We assume no obligation to update such statements, whether as a result of new information,

future events or otherwise, except as required by law.

We recommend readers to carefully review the entirety of this Annual Report,

including the “Risk Factors”

in Item 1A of this Annual Report and the other reports and documents we file from time

to time with the Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports on Form 10-Q and our

reports on Form 8-K.

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

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

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

Risk Factors”

of this Annual Report on Form 10-K.

Our actual results may differ materially from those contained in any

forward-looking statements.

You should read the following discussion together with our audited consolidated financial statements

and related notes thereto and other financial information included in this Annual Report on Form 10-K.

financial information may not be indicative of our future performance.

for Maslow EOR services and field talent is dependent upon general economic conditions and labor trends.

The United States economic

backdrop during the first quarter 2020 was positive until the rise in COVID 19 cases changed the business landscape profoundly.

Before the pandemic, the United States marked a 50-year unemployment low in February 2020, with just 3.5% of Americans

Starting the week of March 9, 2020, numerous U.S.

state and federal governments began urging or requiring residents

to stay home and banning large gatherings and restricted travel.

Schools were closed and all sporting events across the United

States were either cancelled or postponed indefinitely.

Many companies mandated that their employees work from home and discontinued

use of many workers who could not perform their type of work from home (e.g., video, sound, lighting crew, makeup-artists).

Maslow began seeing the effects the week of March 16, 2020 as its contracted employee and freelance payroll hours dropped as much

as 49% during the second quarter.

This was because a large portion of Maslow employees were assigned to field, location, or studio

filming projects for our clients that require close contact with others.

These projects were placed on indefinite hold and these

employees who saw their hours dramatically reduced.

Those who could continue to work from their homes for our clients, have continued

to log hours.

Not surprisingly the months of April and May 2020 saw the largest drop in comparative 2020 revenue to 2019 at 49%

($3,379 from $6,673).

Second quarter 2020 revenue of $5,197 was 46% off the pace of 2019’s $9,617 comparative.

quarter of 2020, that loss dwindled to approximately 38%, as the Company generated $6,201 in third quarter revenues vs.

in the same period in 2019.

our fourth quarter revenue of $9,003 was only 13.7% less than the fourth quarter in 2019 when it was $10,438.

This was due to

our clients increasing their payrolls as COVID-19 restrictions by state began to wane, and seasonal fall business activities such

elections were held, and the 17-week regular season of the National Football League (“NFL”) season commenced

and proceeded.

are hopeful that the dissemination of vaccines will result in resumption of a normally functioning economy which will continue

to enable our clients to return their payrolls to normal levels that in turn, will continue ours and an overall economic rebound.

However, no assurance can be given on if and when this will happen or what impact it will have on our business.

far as cash is concerned, in 2020 although COVID-19 exacerbated our already precarious cash position as explained more thoroughly

below (see Liquidity and Capital Resources), we received a $250 short term loan from Triumph at 10% annual percentage rate (“APR”),

in February,2020 and then in May 2020, $5,215 in Payroll Protection Plan (PPP) funds which assisted us in weathering the storm,

especially through the lean months from May through August 2020.

By the end of August 2020, we had exhausted our use of PPP funds,

but our working capital remained strong at $5,693.

our larger clients scaled back media related activities in 2020 due to COVID-19, our revenue became more diverse as reliance on

our top 2 clients dropped from 49% in 2019 to 39% in 2020.

Four clients with revenues greater than $500 actually increased revenue

in 2020 by $2,111.

Our working capital

though has assumed repayment of Vivos Holdings debt which as of December 31, 2020 was $5,970.

We had expected repayment

in early 2020 after Vivos Holdings defaulted on two of their notes at the end of December 2019.

a technology perspective, we updated our finance and accounting system from Sage 50 which was a client server version, to Sage

Intaact, a cloud-based application.

We also bolstered our automated sales and marketing capabilities by adding SaaS applications

Salesforce.com and ZoomInfo.

So, although we still do not possess an integrated ERP, we improved our business intelligence, CRM,

Finance and Accounting capabilities.

On February 17, 2020,

after several attempts to negotiate a payment plan with Suresh Venkat Doki (brother of Mr.

Doki) and Mr.

Doki, Maslow,

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

Doki and other Vivos Debtors.

In February 2020,

the shortage of cash at this juncture resulted from, among other things, the Company being unable to finance IQS invoices through

Triumph because a lien was discovered to exist on IQS assets delaying utilization of Maslow’s much more favorable factoring

relationship with Triumph.

As for the lien, it was not disclosed to Maslow by Vivos Holdings, the seller, before or after

the transaction closed.

This is when Maslow sought $250 from Triumph and later made a payment to buy its way out of the unfavorable

factoring arrangement and take on other actions to move IQS financing to Triumph.

Company’s executives and its board of directors worked together on managing costs and implementing measures to facilitate

the rapid ramp-up of operations once the governmental restrictions began being lifted in June 2020.

But we did not see our clients

return to better than 60% of their customary levels of demand until September 2020.

and working capital began stabilizing in late September 2020 after the PPP funds had been exhausted for their intended purpose,

payroll only in our case, and we began utilizing our factoring facility again, but not the 93% level we have over the past 2 years.

continued impact of this pandemic cannot be precisely predicted.

We believe that the short to mid-term impacts on how our clients

conduct work will continue to be aligned with our strategic path.

a result, we have continued to move forward with our diversified offerings and future specialization staffing strategy, updating

our already expert operating model and organizing our business to more easily acquire and maintain client accounts.

believe given the changing nature in specialized staffing due to the pandemic that there likes a greater opportunity to expand

our EOR business as it offers businesses of all types and industries, more flexibility in on and off boarding employees as well

as managing 1099 risk.

As far as staffing, media staffing, we believe it will grow but there are also opportunities to get into

staffing specialties which represent areas where we see the most rebound for a robust demand.

We will continue to focus on growing

the contingent staffing side of our business.

Our IT Staffing brand, Intelligent Quality Solutions, will be a primary focus moving

Bringing on new segments whether organically or through M&A reflect our desire to shift our portfolio toward a higher

margin, higher value proposition.

is a national provider of employer of record, recruiting and staffing services, consisting of media and IT resources.

services to client primarily within the United States of America.

services consist of:

of Record (“EOR”):

A unique workforce solution for any organization who seeks efficiency in employee administrative

management including payroll and benefits, labor risk associated with compliance with federal-state and local regulations

including Fair Labor Standards Act (“FLSA”), in onboarding and offboarding employees, and in managing benefit

and Staffing:

Staffing covering a wide variety of specialties.

Currently Media and Information Technology (“IT”)

encompass most of our placements.

and Multimedia Production:

With 32 years of experience, the Company’s subsidiary, Maslow, offer script to screen expertise

including producers, audio engineers, editors, broadcasters, makeup artists, camera crews, Gaffers and grips, drone operators

Company’s subsidiary, The Maslow Media Group, Inc.

(“Maslow”) is currently the only earning entity for the business.

After our Merger in October 2019, non-operational expenses (e.g., public company fees, D&O insurance, investor relations,

etc.) were assigned at the corporate level.

This enables a more pristine focused view of the operational side of the business

we refer to as Operational Income Before Depreciation, Interest, and Amortization.

OF OPERATIONS

had revenues totaling $29,202 in 2020, which was a 24% decrease over $38,444 in 2019.

IQS, our IT Staffing business segment,

which was acquired on December 1, 2019, accounted for $2,571, or 8.8%.

The COVID-19 impact to revenue was undoubtedly profound

but difficult to measure given there is no way to know what level of growth existing clients may have had or revenue potential

of new clients.

Maslow lost $7,611 to accounts with declining revenues => $500, but conversely added $2,111 from new or growing accounts that

had at least $500 more in revenue in 2020 from 2019.

AT&T’s DirecTV cancelled Sirius-XM programming in February 2020

that we believe had a negative impact of $3,400 on revenue.

Overall DirecTV year over year revenue declined by $4,759.

we assume that those clients who had revenues in 2019 and zero in 2020 and include those with steep declines > $500 and 2020

revenues < $10, the total in attrition is approximately $3,874.

This attrition may not be permanent as many clients hire Maslow

for special events.

The decision to leave Maslow or not use Maslow services in 2020 by these three clients was not attributable

to Maslow’s pricing, service, or performance.

the top 10 clients represented $24,242 which is 82% of 2020 revenues, which was a decrease by approximately $7,249 to 2019’s

top 10 at approximately $31,491.

$24 in rebates were issued in December 2020 which was $24 less than a year ago when they were

following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage

of revenues, and have been derived from our consolidated financial statements.

Cost of services

Selling, general and administrative expenses

Operating income (loss)

Interest income

Interest income from related parties

Interest expense

Other expense

Income/(loss) before taxes

Income tax benefit (expense)

Non-controlling interest in consolidated affiliates

Net income (loss)

2019 consolidated statement of income includes only 1 month of IQS operations versus 12 months in 2020.

Recruiting and Staffing

Video and Multimedia Production

Total Revenue

of Record (EOR) Revenues :

EOR represented 80.7% of our revenue in 2020 as opposed to 89.6% in 2019.

This can be attributed

to this business segment being hit the hardest by COVID-19 as our large corporate clients curtailed non-essential media activities

and AT&T announced the cancellation of two (2) live anchor multiple hour DirecTV sports programs, which we estimate reduced

revenue by $4,000.

Additionally, our IT staffing business which we enjoyed for its first full year, contributed 8% of revenue,

thus also reducing EOR concentration.

and Staffing Revenues :

Staffing revenues buoyed by having a full year of IT Staffing capabilities increased revenue by

$2,288, or 104%.

The IT Staffing (IQS) contributing the vast majority, but Media Staffing despite COVID-19 headwinds, managed

to eke out a slight increase in 2020 of $17 over 2019, finishing year with $1,904 in revenue.

our IT Staffing division although contributing $2,571 in revenue and $784 in gross profit (30.5%) in 2020, saw a decline in business

from its 2019 full year levels (including pre-acquisition as it was acquired December 2019) of $3,206 in revenue and $908 in gross

These are declines at levels of $723 or 28% and $131 or 17% in revenue and gross profit, respectively.

The decline in

IQS business was most poignant in Q4 with revenue coming in at $478 compared to $751 in Q4 2019;

a drop of 36.4%.

2020 revenue is compared to Q1 2020, the decline is comparative at 39.5%.

The drop in revenue began in April 2020 due to COVID-19

as the next 6 months saw an approximate decline of 27% compared to same period a year ago.

The decline however was not as steep

as the EOR, Video Production and Media Staffing comparative declines because a few clients had essential business exceptions and

accommodations to keep their IT projects active.

The reason there was no bounce back for this business segment in Q4 was a combination

of losing 7 staffing positions to permanent offers and what we believe is the temporary loss of two clients, Inspire Brands and

Accruent who both began implementing temporary hiring freezes in early 2020.

This resulted in a $745 revenue loss in 2020.

Abbott Labs through vendor management firm Tapfin, had a 57% increase in revenues going from $691 in 2019 to $1,083 in 2020.

and Multimedia Production Revenues :

Video Production by nature of the freelance work our clients undertake, did see a

decline in revenue by $516 or 31.4%, from $1,641 in 2019 to revenues of $1,125 in 2020.

Gross profit represents revenues from services less cost of services expenses, which consist of payroll, payroll

taxes, benefits, payroll-related insurance, union benefits, field talent and reimbursable costs for out-of-pocket items.

our gross profit declined $595, or 14.6% to $3,474 from $4,069 in 2019;

but the decline was not proportionate and as steep as

our revenue’s decline by 24%.

This was due primarily to an increase in higher margin activities such as IT staffing which

garnered 30.5% as it represented 8.8% of the overall revenue.

This coupled with a reduction in the low margin EOR business at

9.2%and increase in Media Staffing at 22.8% drove an overall margin of 11.9% which was 1.3% higher than 2019’s margin of

General and Administrative Expenses (“SG&A”) :

SG&A expenses increased $1,477, or 49.5%,

to $4,462, $1,567 of which were related to non-operational corporate costs, with $1,109 of which were public company based and

$446 were for outside legal fees associated with our Vivos Group dispute.

Otherwise, our operational SG&A increase

in 2020 over 2019 was only $63.

SG&A increases were in salary of $381 in 2020 over 2019, which can be attributed to having IQS IT Staffing unit for full year

which added approximately $453 to 2020’s salary demonstrating that when comparing MMG pre IQS salaries from 2020 to 2019,

there was actually a savings of $72.

The savings in salaries was attained despite adding business development personnel.

salaries were trimmed to be in line with reduction in revenue, which included a change in senior management.

For the first

8 months of 2020, SG&A salary, payroll tax and benefits averaged $40 a month, in contrast to the last 5 months of 2020 where

salaries averaged $28, without a loss in productivity.

This staff realignment was implemented to position this division for success

and growth moving forward.

Non-operational

corporate costs for 2020 totaled $1,567, which are not comparable to 2019 as these costs only were classified as such after the

Company went public via the reverse merger in October 2019.

The 2020 cost drivers were salary, payroll tax, and benefits at $738

and D&O insurance totaling $115.

The former consists of our general counsel and allocated executive and senior management

loaded salaries.

and Amortization:

Depreciation and amortization charges were $79 compared to $25 in 2019, with the increase coming from

capitalized software and IQS brand name and client relationships amortization.

Interest income from related parties increased from $68 to $120, as a result of the Vivos Holdings 2019

tax note accruing interest for a full year.

Other expenses decreased by $205 from $206 to $1 primarily due to elimination of these non- essential, non-operational

costs the Company had incurred in 2019.

Interest expense, decreased by $157 from $438 to $281 as reliance on factoring was minimized as a benefit of

having PPP loan proceeds, managing expenses downward and business picking up in Q4.

Additionally, interest accrual at 12% on $890

in convertible notes began subsiding as notes were repaid from July through September 2020.

Conversely PPP loan interest was carried

at 1% starting in May 2020 through end of the year, and interest of 10% on a $250 loan from Triumph Capital.

Income tax expense improved from $156 in income tax expense to an income tax benefit of $230 due to the net loss

recorded in 2020.

AND CAPITAL RESOURCES

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

associated with factoring, and client accounts receivable receipts.

Since receipts from client payments are on average 70 days

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

We have a Factoring Facility with

Triumph Business Capital (TBC).

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

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

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

more likely to be delinquent in their payments.

As of December 31, 2020, 63% of our $6,629 were current, 26% 1 to 30 days past

due, 8% between 31 and 60 days past due and 3% ($202) greater than 60 days.

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

Facility with Triumph enabling access to the 7% unfactored portion.

Because certain large clients have changed their payment

practices announcing 60- and 90-day terms amounting to a unilateral extension to contractual terms by 30-60 days, we

can be adversely impacted since Triumph no longer provides credit if an account obligor pays more than 120 days after the

invoice date.

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

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

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

by cash factoring and other borrowing interest;

and debt payments.

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

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

the past we have employed factoring.

Debtors as of December 31, 2020, had notes receivable totaling $4,258 including default on a $3,000 promissory note and

on a $750 tax obligation in December 2019.

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

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

It was also anticipated that following the

Merger, the Company would both access the capital markets by selling additional shares of Company Common Stock and use shares

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

However, all 300 million authorized shares

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

No shares are expected to become available to the

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

At that point the Company can

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

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

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

May 5, 2020, Maslow received $5,216 loan through the Paycheck Protection Program (the “PPP”) with a term of two (2)

years and an interest rate of 1% per annum.

The PPP provides that the Company may apply for forgiveness of this loan if the loan

proceeds were used for payroll and certain other specified operating expenses while maintaining specified headcount requirements.

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

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

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

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

The Company may apply for forgiveness earlier if they determine

that doing so will maximize the amount of loan forgiveness.

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

revisions and additions to the Paycheck Protection Program (PPP) established by the Coronavirus Aid, Relief and Economic Security

Act (CARES Act), and previously amended by the Paycheck Protection Program Flexibility Act (PPP Flexibility Act).

President Trump

signed the bill on December 27, 2020.

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

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

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

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

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

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

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

requirements had lessened.

of December 31, 2020, our working capital was $5,970, compared to $784 a year ago as the PPP funds enabled the Company to build

A/R reserves since PPP funds were employed to pay salaries of both outsourced and SG&A employees, while approximately 58%

of 2019 revenue was still attained and collectible during the covered 24-week period between May and October 2020.

anticipate approximately $300 in additional SG&A costs in 2021, when compared with 2020 relating to increase in sales and

marketing head count to meet growth objectives.

summary of our operating, investing and financing activities are shown in the following table:

Net cash provided by (used in) operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net change in cash and cash equivalents

employed by operating activities consists of net income (loss), adjusted for non-cash items, including depreciation and amortization,

and the effect of working capital changes.

The primary drivers of cash inflows and outflows are factoring, accounts receivable

and accrued payroll and expenses.

2020, net cash used in operating activities was ($2,070), a decrease of $2,071 compared with $1 for 2019.

This decrease is primarily

attributable to our net loss of ($789), and changes in income tax payable by ($525), accrued payroll ($455), and accounts payable

used in investing activities consists primarily of cash paid for capital expenditures.

provided by financing activities in 2020 was $1,915 as compared to cash used for same purpose totaling $284 in 2019.

was due to the Company receiving $5,216 in PPP offset by $853 in repayments from the issuance of convertible notes starting in

June of 2019 and return of cash flows from short-term borrowing via our factoring vehicle.

SHEET ARRANGEMENTS

had no material off-balance sheet arrangements that have, or are likely to have, a current or future material effect on our operations.

ACCOUNTING POLICIES AND ESTIMATES

have identified the policies listed below as critical to our business and the understanding of our results of operations.

a detailed discussion of the application of these and other accounting policies, see Note 3 in the Notes to the Consolidated Financial

Statements of this Annual Report on Form 10-K.

The preparation of consolidated financial statements in conformity with GAAP, requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses

during the reporting periods.

an ongoing basis, management evaluates its estimates, including those related to revenue recognition, collectability of accounts

receivable, impairment of goodwill and intangible assets, contingencies, litigation, income taxes, stock option expense, and other

Management based its estimates and judgments on historical experiences and on various other factors believed to be

reasonable under the circumstances.

Actual results under circumstances and conditions different than those assumed could result

in differences from the estimated amounts in the consolidated financial statements.

January 1, 2019 the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers, for all

open contracts and related amendments as of December 31, 2019 using the modified retrospective method.

The adoption had no impact

to the reported results.

Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue

to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity

expects to be entitled to receive in exchange for those goods or services.

To achieve this core principle, five basic criteria

must be met before revenue can be recognized:

(1) identify the contract with a customer;

(2) identify the performance obligation(s)

in the contract;

(3) determine the transaction price;

(4) allocate the transaction price to performance obligation(s) in the contract;

and (5) recognize revenue when or as the Company satisfies a performance obligation.

Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the

parties are identified, payment terms are identified, and collectability of consideration is probable.

Payment terms vary by client

and the services offered.

derive our revenues from three segments:

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

We provide temporary

staffing and permanent placement services.

Revenues are recognized when promised services are delivered to client, in an amount

that reflects the consideration we expect to be entitled to in exchange for those services.

Revenues as presented on the consolidated

statements of operations represent services rendered to client less variable consideration, such as sales adjustments and allowances.

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

expenses are included in cost of services.

record revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses.

We have concluded that gross reporting is appropriate because we (i) have the risk of identifying and hiring qualified workers,

(ii) have the discretion to select the workers and establish their price and duties and (iii) we bear the risk for services that

are not fully paid for by client.

staffing revenues is accounted for as a single performance obligation satisfied over time because the customer simultaneously

receives and consumes the benefits of the Company’s performance on an hourly basis.

The contracts stipulate weekly billing,

and the Company has elected the “as invoiced”

practical expedient to recognize revenue based on the hours incurred

at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed

placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced.

is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 90 days.

The contract with

the customer stipulates a guarantee period whereby the Company will replace the candidate for free of charge if the employee is

terminated within that 90-day period.

As such, the Company’s performance obligations are satisfied upon commencement of

the employment, at which point control has transferred to the customer.

recorded as a liability, are established to estimate these losses.

Fees to client are generally calculated as a percentage of

the new worker’s annual compensation.

No fees for permanent placement services are charged to employment candidates.

and Multimedia Production revenues from contracts with client are recognized in the amount to which we have a right to invoice

when the services are rendered by our field talent.

Company holds intangible assets with finite lives.

Intangible assets with finite useful lives are amortized over their respective

estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective intangible

asset is realized.

intangible assets recognized in conjunction with acquisitions are recorded at fair value.

Significant unobservable inputs are

used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the

present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present

Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible

asset’s carrying amount may not be recoverable.

The Company annually evaluates the remaining useful lives of all intangible

assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.

The Company determined

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

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

identifiable intangible asset values in a business combination.

The Company reviews goodwill for impairment annually during the

fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

Based on annual testing, the Company has determined that there was no goodwill impairment during the year ended December 31, 2020.

Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than

50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill.

If after qualitatively

assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value

of the reporting unit is less than its carrying amount, then further testing is unnecessary.

If after assessing the totality of

events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less

than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting

unit with its carrying amount, including goodwill, as discussed below.

assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant

events and circumstances that could affect the significant inputs used to determine the fair value.

quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset

with its carrying amount.

If the carrying amount of an intangible asset exceeds its fair value, the Company shall recognize an

impairment loss in an amount equal to that excess.

quantitative goodwill impairment test involves a two-step process.

In the first step, the Company compares the fair value of each

reporting unit to its carrying value.

If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired,

and no further testing is required.

If the fair value of the reporting unit is less than the carrying value, The Company must

perform the second step of the impairment test to measure the amount of impairment loss.

In the second step, the reporting unit’s

fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets,

in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was

being acquired in a business combination.

If the implied fair value of the reporting unit’s goodwill is less than the carrying

value, the difference is recorded as an impairment loss.

ACCOUNTING PRONOUCEMENTS

a discussion of recent accounting pronouncements and their potential effect on our results of operations and financial condition,

refer to Note 3 in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.

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 5. Market for Registrant’s Common Equity