1 unchanged sentence
of Disclosure Controls and Procedures
−Removed: Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the disclosure controls and procedures
−Removed: as of the end of the period covered by this report.
−Removed: Based on that evaluation, the Principal Executive Officer and Principal Financial
−Removed: Officer concluded that the disclosure controls and procedures as of the end of the period covered by this report were effective
−Removed: such that the information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is (i) recorded,
−Removed: processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and
−Removed: communicated to the Principal Executive Officer and Principal Financial Officer to allow timely decisions regarding disclosure.
−Removed: A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation
−Removed: of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been
−Removed: Management’s
+Added: Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the disclosure controls and procedures as
+Added: of the end of the period covered by this report.
+Added: Based on that evaluation, the Principal Executive Officer and Principal Financial Officer
+Added: concluded that the disclosure controls and procedures as of the end of the period covered by this report were effective such that the
+Added: information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
+Added: and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal
+Added: Executive Officer and Principal Financial Officer to allow timely decisions regarding disclosure.
+Added: A controls system cannot provide absolute
+Added: assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance
+Added: that all control issues and instances of fraud, if any, within a company have been detected.
Annual Report on Internal Control over Financial Reporting
−Removed: is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
−Removed: under the Exchange Act).
−Removed: Internal control over financial reporting is a process designed to provide reasonable assurance regarding
−Removed: the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance
−Removed: with accounting principles generally accepted in the United States.
+Added: is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under
+Added: the Exchange Act).
+Added: Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
+Added: of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles
+Added: accepted in the United States.
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Therefore, even
−Removed: those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
−Removed: Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the Company’s internal control
−Removed: over financial reporting as of December 31, 2020.
−Removed: Based on this evaluation, the Principal Executive Officer and Principal Financial
−Removed: Officer concluded that, as of December 31, 2020, internal control over financial reporting was effective.
−Removed: consolidated financial statements of the Company for 2020 have been audited by the independent registered public accounting firm
−Removed: of Ramirez Jimenez International CPAs who were given unrestricted access to all financial records and related data, including
−Removed: minutes of all meetings of stockholders and the Board of Directors.
−Removed: This annual report does not include an attestation report
−Removed: from the independent registered public accounting firm regarding internal control over financial reporting.
−Removed: Management’s
−Removed: report was not subject to attestation by the independent registered public accounting firm pursuant to rules of the Securities
−Removed: and Exchange Commission that permit the Company to provide only management’s report in this annual report.
+Added: Therefore, even those
+Added: systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
+Added: Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the Company’s internal control over
+Added: financial reporting as of December 31, 2021.
+Added: Based on this evaluation, the Principal Executive Officer and Principal Financial Officer
+Added: concluded that, as of December 31, 2021, internal control over financial reporting was effective.
+Added: consolidated financial statements of the Company for 2021 have been audited by the independent registered public accounting firm of Ramirez
+Added: Jimenez International CPAs who were given unrestricted access to all financial records and related data, including minutes of all meetings
+Added: of stockholders and the Board of Directors.
+Added: This annual report does not include an attestation report from the independent registered
+Added: public accounting firm regarding internal control over financial reporting.
+Added: Management’s report was not subject to attestation
+Added: by the independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company
+Added: to provide only management’s report in this annual report.
in Internal Control Over Financial Reporting
−Removed: have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and
−Removed: 15d-15(f) promulgated under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably
−Removed: likely to materially affect, our internal control over financial reporting.
+Added: have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
+Added: promulgated under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely
+Added: to materially affect, our internal control over financial reporting.
OTHER INFORMATION.
1 unchanged sentence
board of directors consists of four directors.
−Removed: Our board of directors has determined that the following directors are “independent”
+Added: Our board of directors has determined that the following directors are “independent”
as defined under the rules of the OTC American:
Hannah Bible, Louis Parks, and John Chanaud.
−Removed: On November 13, 2019, Hannah Bible
−Removed: was nominated and assumed the role of Chairperson.
−Removed: The authorized number of directors may be changed by resolution of our board
−Removed: of directors amending the applicable by-law provision.
−Removed: Vacancies on our board of directors can be filled by resolution of our
−Removed: board of directors.
+Added: On November 13, 2019, Hannah Bible was nominated
+Added: and assumed the role of Chairperson.
+Added: The authorized number of directors may be changed by resolution of our board of directors amending
+Added: the applicable by-law provision.
+Added: Vacancies on our board of directors can be filled by resolution of our board of directors.
Leadership and Role in Risk Oversight
of our board of directors are presided over by our chairperson of the board, Hannah Bible.
−Removed: Our board of directors believes that
−Removed: Hannah Bible is currently best situated to preside over meetings of our board of directors because of her familiarity with SEC
−Removed: regulations, board protocols, our staffing business and ability to effectively identify strategic priorities and lead the discussion
−Removed: and execution of our strategy.
−Removed: board of directors oversees the risk management activities designed and implemented by our management and executes its oversight
−Removed: responsibility for risk management directly.
−Removed: The full board of directors also considers specific risk topics, including risks
−Removed: associated with our strategic plan, business operations and capital structure.
−Removed: In addition, our board of directors receives detailed
−Removed: regular reports from members of our executive management who are also board members that include assessments of risk, exposures,
−Removed: and plans for mitigation.
−Removed: other board of directors’
−Removed: committees also consider and address risk as they perform their respective committee responsibilities.
−Removed: All committees report to the full board of directors as appropriate, including when a matter rises to the level of a material
−Removed: or enterprise level risk.
+Added: Our board of directors believes that Hannah
+Added: Bible is currently best situated to preside over meetings of our board of directors because of her familiarity with SEC regulations,
+Added: board protocols, our staffing business and ability to effectively identify strategic priorities and lead the discussion and execution
+Added: of our strategy.
+Added: board of directors oversees the risk management activities designed and implemented by our management and executes its oversight responsibility
+Added: for risk management directly.
+Added: The full board of directors also considers specific risk topics, including risks associated with our strategic
+Added: plan, business operations and capital structure.
+Added: In addition, our board of directors receives detailed regular reports from members of
+Added: our executive management who are also board members that include assessments of risk, exposures, and plans for mitigation.
+Added: other board of directors’ committees also consider and address risk as they perform their respective committee responsibilities.
+Added: All committees report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise
of the Board of Directors
standing committees of our board of directors consist of an Audit Committee and a Compensation Committee.
−Removed: Each of the committees
−Removed: reports to our board of directors as they deem appropriate and as our board may request.
−Removed: The composition, duties and responsibilities
−Removed: of these committees are set forth below.
+Added: Each of the committees reports
+Added: to our board of directors as they deem appropriate and as our board may request.
+Added: The composition, duties and responsibilities of these
+Added: committees are set forth below.
Audit Committee is responsible for, among other matters:
−Removed: (1) appointing, retaining and evaluating our independent registered public
−Removed: accounting firm and approving all services to be performed by them;
−Removed: (2) overseeing our independent registered public accounting
−Removed: firm’s qualifications, independence and performance;
−Removed: (3) overseeing the financial reporting process and discussing with
−Removed: management and our independent registered public accounting firm the interim and annual financial statements that we file with
−Removed: (4) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance
−Removed: with legal and regulatory requirements;
−Removed: (5) establishing procedures for the confidential anonymous submission of concerns regarding
−Removed: questionable accounting, internal controls or auditing matters;
+Added: (1) appointing, retaining and evaluating our independent registered public accounting
+Added: firm and approving all services to be performed by them;
+Added: (2) overseeing our independent registered public accounting firm’s qualifications,
+Added: independence and performance;
+Added: (3) overseeing the financial reporting process and discussing with management and our independent registered
+Added: public accounting firm the interim and annual financial statements that we file with the SEC;
+Added: (4) reviewing and monitoring our accounting
+Added: principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;
+Added: (5) establishing
+Added: procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters;
(6) reviewing and approving related person transactions;
−Removed: overseeing the risk management process.
+Added: and (7) overseeing the risk management process.
Audit Committee consists of John Chanaud (Chairman), Hannah Bible and Louis Parks.
2 unchanged sentences
We also believe that Mr.
−Removed: Chanaud qualifies as our “audit committee financial expert,”
−Removed: as such term is defined in Item 407(d)(5)(ii) of Regulation
+Added: Chanaud qualifies as our “audit committee financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation
Our board of directors has adopted a written charter for the Audit Committee, which is available on our corporate website under
2 unchanged sentences
Compensation Committee is responsible for, among other matters:
−Removed: (1) reviewing key team members compensation goals, policies, plans
−Removed: and programs;
+Added: (1) reviewing key team members compensation goals, policies, plans and
(2) reviewing and approving the compensation of our directors and executive officers;
−Removed: and (3) reviewing and approving
−Removed: employment agreements and other similar arrangements between us and our executive officers.
−Removed: The Committee shall have the authority
−Removed: to delegate any of its responsibilities, along with the authority to act in relation to such responsibilities, to one or more
−Removed: subcommittees as the committee may deem appropriate in its sole discretion.
−Removed: The Compensation Committee may invite such members
−Removed: of management to its meetings as it deems appropriate.
−Removed: However, the Compensation Committee meets regularly without such members
−Removed: present, and in all cases no officer may be present at meetings at which such officer’s compensation or performance is discussed
−Removed: or determined.
−Removed: The Committee has the authority, in its sole discretion, to select, retain and obtain the advice of a compensation
−Removed: consultant as necessary to assist with the execution of its duties and responsibilities.
−Removed: Neither the Compensation Committee nor
−Removed: management engaged a compensation consultant with respect to Fiscal 2020.
+Added: and (3) reviewing and approving employment
+Added: agreements and other similar arrangements between us and our executive officers.
+Added: The Committee shall have the authority to delegate any
+Added: of its responsibilities, along with the authority to act in relation to such responsibilities, to one or more subcommittees as the committee
+Added: may deem appropriate in its sole discretion.
+Added: The Compensation Committee may invite such members of management to its meetings as it deems
+Added: However, the Compensation Committee meets regularly without such members present, and in all cases no officer may be present
+Added: at meetings at which such officer’s compensation or performance is discussed or determined.
+Added: The Committee has the authority, in
+Added: its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of
+Added: its duties and responsibilities.
+Added: Neither the Compensation Committee nor management engaged a compensation consultant with respect to
Compensation Committee consists of Hannah Bible, Louis Parks, and John Chanaud.
2 unchanged sentences
and Corporate Governance Committee
−Removed: Nominating and Corporate Governance Committee is charged with the responsibility of ensuring a corporate governance framework
−Removed: is in place and provides oversight and guidance thereof, while also attracting and securing top talent for leadership positions.
+Added: Nominating and Corporate Governance Committee is charged with the responsibility of ensuring a corporate governance framework is in place
+Added: and provides oversight and guidance thereof, while also attracting and securing top talent for leadership positions.
Committee is responsible for the following Nomination activities;
−Removed: (1) review our policies and ensure they are equipped with clear
−Removed: selection criteria;
−Removed: (2) determine criteria for director and executive officer qualifications (3) recommend to the Board candidates
−Removed: for election by the Board to fill vacancies occurring on the Board or corporate officers;
−Removed: (4) Consider stockholders’
−Removed: in accordance with applicable rules and regulations and develop procedures regarding the nomination process as required by the
−Removed: federal securities laws and the rules and regulations of the SEC and Nasdaq;
−Removed: (5) Make recommendations to the Board concerning
−Removed: the selection criteria to be used by the Nominating and Corporate Governance Committee in seeking nominees for election to the
−Removed: and (6) Assist in attracting qualified candidates to serve on the Board and interview and otherwise assist in the screening
−Removed: of such candidates
−Removed: Committee is responsible for the following Corporate Governance Matters:(1) Develop and recommend to the Board corporate governance
−Removed: guidelines applicable to the Company;
+Added: (1) review our policies and ensure they are equipped with clear selection
+Added: (2) determine criteria for director and executive officer qualifications (3) recommend to the Board candidates for election
+Added: by the Board to fill vacancies occurring on the Board or corporate officers;
+Added: (4) Consider stockholders’ nominees in accordance
+Added: with applicable rules and regulations and develop procedures regarding the nomination process as required by the federal securities laws
+Added: and the rules and regulations of the SEC and Nasdaq;
+Added: (5) Make recommendations to the Board concerning the selection criteria to be used
+Added: by the Nominating and Corporate Governance Committee in seeking nominees for election to the Board;
+Added: and (6) Assist in attracting qualified
+Added: candidates to serve on the Board and interview and otherwise assist in the screening of such candidates
+Added: Committee is responsible for the following Corporate Governance Matters:(1) Develop and recommend to the Board corporate governance guidelines
+Added: applicable to the Company;
(2) Review board size, composition, and structure;
−Removed: (3) oversee areas of authority, segregation
+Added: (3) oversee areas of authority, segregation of duties;
checks and balances;
−Removed: political spending, diversity, corporate social responsibility, communications, proxy filings
−Removed: and other stakeholder areas.
−Removed: (4) Review any issues relating to conflicts of interests and (in conjunction with the Audit Committee
−Removed: of the Board as necessary or appropriate) all related party transactions in accordance with SEC and Nasdaq requirements, and report
−Removed: the same to the Board;
−Removed: and (5) perform annual board evaluations;
−Removed: board of directors may establish other committees, including a Strategic Advisory Committee, as it deems necessary or appropriate
−Removed: from time to time.
+Added: political spending, diversity, corporate social responsibility, communications, proxy filings and other stakeholder
+Added: (4) Review any issues relating to conflicts of interests and (in conjunction with the Audit Committee of the Board as necessary
+Added: or appropriate) all related party transactions in accordance with SEC and Nasdaq requirements and report the same to the Board;
+Added: perform annual board evaluations.
+Added: board of directors may establish other committees, including a Strategic Advisory Committee, as it deems necessary or appropriate from
+Added: time to time.
Relationships
3 unchanged sentences
Bible is a Director of the Company and has served in such capacity since April 25, 2014.
−Removed: Bible is Vice President of Legal
−Removed: at Digirad Corporation (“DRAD”) since October 2019.
−Removed: She has also served the subsidiaries of DRAD as Chief Financial
−Removed: Officer and in-house counsel to Lone Star Value Management, LLC (“Lone Star Value Mgmt.”), and VP-Finance to ATRM
−Removed: Holdings, Inc.
+Added: Bible is Vice President of Legal at Digirad
+Added: Corporation (“DRAD”) since October 2019.
+Added: She has also served the subsidiaries of DRAD as Chief Financial Officer and in-house
+Added: counsel to Lone Star Value Management, LLC (“Lone Star Value Mgmt.”), and VP-Finance to ATRM Holdings, Inc.
since April 2019.
Bible has over 15 years of combined legal and accounting experience across a variety of industries.
−Removed: From May 2016 through August 2017 Ms.
+Added: From May 2016 through August
Bible served on the board of Crossroads Systems, Inc.
CRDS, now OTC:
−Removed: CRSS), a data
−Removed: storage company.
−Removed: Prior to joining Lone Star Value Mgmt.
+Added: CRSS), a data storage company.
+Added: Prior to joining
+Added: Lone Star Value Mgmt.
in June 2014, Ms.
−Removed: Bible was the Director of Finance/CFO at Trinity Church
−Removed: in Greenwich, CT.
−Removed: From October 2011 to December 2012, Ms.
−Removed: Bible served as a legal advisor to RRMS Advisors, a company providing
−Removed: advisory and due diligence services to banking and other institutions with high-risk assets.
−Removed: From June 2009 to December
−Removed: Bible advised family fund and institutional clients of International Consulting Group, Inc., and its affiliates within
−Removed: the Middle East on matters of security, corporate governance, and U.S.
+Added: Bible was the Director of Finance/CFO at Trinity Church in Greenwich, CT.
+Added: From October 2011 to
+Added: December 2012, Ms.
+Added: Bible served as a legal advisor to RRMS Advisors, a company providing advisory and due diligence services to banking
+Added: and other institutions with high-risk assets.
+Added: From June 2009 to December 2013, Ms.
+Added: Bible advised family fund and institutional clients
+Added: of International Consulting Group, Inc., and its affiliates within the Middle East on matters of security, corporate governance, and
legal compliance.
From 2006 to 2008, Ms.
−Removed: Bible served within
−Removed: General Assembly as a diplomatic advisor to the Asian-African Legal Consultative Organization, a permanent observer mission
−Removed: to the United Nations.
−Removed: Bible has also taught as an Adjunct Professor at Thomas Jefferson School of Law, within the International
−Removed: Tax and Financial Services program.
+Added: Bible served within the U.N.
+Added: General Assembly as a diplomatic advisor to the Asian-African
+Added: Legal Consultative Organization, a permanent observer mission to the United Nations.
+Added: Bible has also taught as an Adjunct Professor
+Added: at Thomas Jefferson School of Law, within the International Tax and Financial Services program.
Prior to this Ms.
−Removed: Bible held various accounting positions with Samaritan’s Purse, a
−Removed: large $300MM+ 501(c)(3) organization dedicated to emergency relief and serving the poor worldwide.
+Added: Bible held various
+Added: accounting positions with Samaritan’s Purse, a large $300MM+ 501(c)(3) organization dedicated to emergency relief and serving the
+Added: poor worldwide.
Previously, Ms.
−Removed: as a director of AMRH Holdings, Inc.
+Added: Bible served as a director of AMRH Holdings, Inc.
(formerly Spatializer Audio Laboratories).
−Removed: Bible earned an LLM in Tax from New York University
−Removed: School of Law, a JD with honors from St.
−Removed: Thomas University School of Law, and a BBA in Accounting from Middle Tennessee State
−Removed: Director Since:
−Removed: Committees Served:
+Added: earned an LLM in Tax from New York University School of Law, a JD with honors from St.
+Added: Thomas University School of Law, and a BBA in
+Added: Accounting from Middle Tennessee State University.
Audit Committee, Nominating and Corporate Governance Committee (Chair)
−Removed: Parks is Managing Member at Tyro Capital Management LLC, a New York City-based equity hedge fund, serving as the firm’s
+Added: Parks is Managing Member at Tyro Capital Management LLC, a New York City-based equity hedge fund, serving as the firm’s COO
Parks has spent over 30 years on Wall Street in various capacities of senior management.
−Removed: His responsibilities
−Removed: have included overseeing large work forces, managing risk, equity trading, implementing compliance and ethics protocols, client
−Removed: interface, marketing and revenue production.
−Removed: In addition, he is an investor who focuses on deploying capital and providing expertise
−Removed: to small companies both independently and through his partnership stake in Metropolitan Business Funding, LLC.
−Removed: Parks was previously
−Removed: Senior Managing Director, Head of Equities at CL King & Associates as well as Senior Managing Director, Head of Equity Trading
−Removed: at Raymond James Financial.
−Removed: Parks began his career as an institutional equity sales trader covering both domestic and international
−Removed: accounts for Morgan Stanley & Company, Sanford C.
+Added: His responsibilities have included
+Added: overseeing large work forces, managing risk, equity trading, implementing compliance and ethics protocols, client interface, marketing,
+Added: and revenue production.
+Added: In addition, he is an investor who focuses on deploying capital and providing expertise to small companies both
+Added: independently and through his partnership stake in Metropolitan Business Funding, LLC.
+Added: Parks was previously Senior Managing Director,
+Added: Head of Equities at CL King & Associates as well as Senior Managing Director, Head of Equity Trading at Raymond James Financial.
+Added: Parks began his career as an institutional equity sales trader covering both domestic and international accounts for Morgan Stanley
+Added: & Company, Sanford C.
Bernstein & Company, and Merrill Lynch & Company.
−Removed: Parks holds Master of Business Administration and Master of Arts degrees from Columbia University, as well as Bachelor of Arts
−Removed: degrees from Columbia University, magna cum laude, Phi Beta Kappa and New York University, cum laude.
−Removed: In 2000, he established
−Removed: Parks Fellowship in Classics at the Graduate School of Arts & Sciences at Columbia University to provide scholarship
−Removed: funding to graduate students studying ancient Greek & Roman history, language and culture.
−Removed: Parks serves on several for-profit and not-for-profit boards including Reliability, Inc., Ensconce Capital Advisors, Atlas Health
−Removed: Holdings, the League Education & Treatment Center (a school for autistic children and adults), Friends of the Bronxville Public
−Removed: Library (past treasurer and president), the Graduate School of Arts & Sciences Alumni Board at Columbia University (past fundraising
−Removed: chair and president), the Columbia University Alumni Trustee Nominating Committee (past chair) and The East 86th Street Association.
−Removed: was a recipient of Columbia University’s 2018 Alumni Medal as well as a recipient of the Dean’s Distinguished Alumni
−Removed: Award in 2010.
−Removed: Director Since:
−Removed: Committees Served:
+Added: Parks holds Master of Business Administration and Master of Arts degrees from Columbia University, as well as Bachelor of Arts degrees
+Added: from Columbia University, magna cum laude, Phi Beta Kappa, and New York University, cum laude.
+Added: In 2000, he established the Louis A.
+Added: Fellowship in Classics at the Graduate School of Arts & Sciences at Columbia University to provide scholarship funding to graduate
+Added: students studying ancient Greek & Roman history, language, and culture.
+Added: Parks serves as a director on both for-profit and non-profit boards.
Audit Committee (Chair), Compensation Committee, Nominating and Corp Governance Committee
−Removed: Chanaud is Vice President and Chief Financial Officer of The Bernstein Companies an 85-year-old Washington, DC based real estate
−Removed: development, management and investment firm where his primary responsibility is financial oversight and planning for the
−Removed: Company, its subsidiaries, and operating divisions.
−Removed: The Bernstein Companies invests in, develops, and operates multi-family properties,
−Removed: office buildings, hotels and mixed-use projects, as well as operates a structured finance division managing tax credit investments
−Removed: across the country.
−Removed: During his time as VP & CFO the Company has had direct ownership interest in projects totaling over $3B,
−Removed: both through institutional investment funds and its own private portfolio.
−Removed: In addition, TBC’s structured finance division
−Removed: has directed another $2B+ in investments nationwide.
+Added: Chanaud is Vice President and Chief Financial Officer of The Bernstein Companies an 85-year-old Washington, DC based real estate development,
+Added: management, and investment firm where his primary responsibility is financial oversight and planning for the Company, its subsidiaries,
+Added: and operating divisions.
+Added: The Bernstein Companies invests in, develops, and operates multi-family properties, office buildings, hotels,
+Added: and mixed-use projects, as well as operates a structured finance division managing tax credit investments across the country.
+Added: his time as VP & CFO the Company has had direct ownership interest in projects totaling over $3B, both through institutional
+Added: investment funds and its own private portfolio.
+Added: In addition, TBC’s structured finance division has directed another $2B+ in investments
Prior to joining Bernstein in 1997, Mr.
−Removed: Chanaud served for over 10 years
−Removed: as a Certified Public Accountant with a regional CPA firm.
−Removed: Chanaud is a member of the American Institute of Certified
−Removed: Public Accountant’s and the Maryland Association of CPA’s.
−Removed: He is a 1986 graduate of Towson University with
−Removed: a BS degree in Accounting.
−Removed: Director Since:
−Removed: Committees Served:
+Added: Chanaud served for over 10 years as a Certified Public Accountant with a regional
+Added: Chanaud is a member of the American Institute of Certified Public Accountants and the Maryland Association of CPA’s.
+Added: He is a 1986 graduate of Towson University with a BS degree in accounting.
Nominating and Corp Governance Committee
Tsahalis began serving as President and Chief Executive Officer of Maslow Media Group Inc.
−Removed: in December 2016, after serving as
−Removed: CFO starting in October 2015.
−Removed: Tsahalis was instrumental in leading Maslow Media to the finish line to close on the Reverse
−Removed: Merger with Reliability, being named Director and President of Reliability upon conclusion of reverse merger on October 29, 2019.
−Removed: Prior to joining Maslow Media Group, Mr.
−Removed: Tsahalis was the CFO of Recycled Green Industries, a wholesale organics recycling company
−Removed: that procured materials through its commercial and residential land clearing division and through contracts with local government
−Removed: yard waste recycling facilities.
−Removed: Recycled Green was positioned for sale to Harvest Garden Pro, a national consumer products business
−Removed: that sold similar organic materials through relationships with national home retailers, Lowe’s and Home Depot.
−Removed: Tsahalis was the CFO of Atlantic Video, a video production company that produced multiple shows for ESPN in both Washington, D.C.
−Removed: and New York City.
−Removed: Additional experiences include the creative staffing industry, hotel industry and waste management.
−Removed: over 22 years of experience as an operational leader, covering accounting and finance, IT, Human Resources and business development.
−Removed: board of directors appoints our executive officers and updates the executive officer positions as needed throughout the fiscal
−Removed: Each executive officer serves at the behest of our board of directors and until their successors are appointed, or until
−Removed: the earlier of their death, resignation or removal.
+Added: in December 2016, after serving as CFO starting
+Added: in October 2015.
+Added: Tsahalis was instrumental in leading Maslow Media to the finish line to close on the Reverse Merger with Reliability,
+Added: being named Director and President of Reliability upon conclusion of reverse merger on October 29, 2019.
+Added: Prior to joining Maslow Media
+Added: Tsahalis was the CFO of Recycled Green Industries, a wholesale organic recycling company that procured materials through
+Added: its commercial and residential land clearing division and through contracts with local government yard waste recycling facilities.
+Added: Green was positioned for sale to Harvest Garden Pro, a national consumer products business that sold similar organic materials through
+Added: relationships with national home retailers, Lowe’s, and Home Depot.
+Added: Tsahalis was the CFO of Atlantic Video, a video production
+Added: company that produced multiple shows for ESPN in both Washington, D.C., and New York City.
+Added: Additional experiences include the creative
+Added: staffing industry, hotel industry and waste management.
+Added: He has over 22 years of experience as an operational leader, covering accounting
+Added: and finance, IT, Human Resources, and business development.
+Added: board of directors appoints our executive officers and updates the executive officer positions as needed throughout the fiscal year.
+Added: Each executive officer serves at the behest of our board of directors and until their successors are appointed, or until the earlier
+Added: of their death, resignation, or removal.
following table sets forth certain information with respect to our executive officers as of the date of this Annual Report:
1 unchanged sentence
Financial Officer and Secretary
−Removed: Company is establishing a Code of Business Ethics and Corporate Conduct (the “Code of Conduct”) and expects to have
−Removed: the Code of Conduct approved in April 2021.
−Removed: Upon approval, the Company will file a Current Report on Form 8-K containing the Code
−Removed: of Conduct and it will also make the Code of Conduct available on our website at www.maslowmedia.com.
−Removed: If we amend or grant a waiver
−Removed: of one or more of the provisions of our Code of Business Ethics and Corporate Conduct, we intend to satisfy the requirements under
−Removed: Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Conduct that apply to
−Removed: our principal executive, financial and accounting officers by posting the required information on our website at the above address.
−Removed: Our website is not part of this Annual Report on Form 10-K.
+Added: Company is establishing a Code of Business Ethics and Corporate Conduct (the “Code of Conduct”) and expects to have the Code
+Added: of Conduct approved in April 2022.
+Added: Upon approval, the Company will file a Current Report on Form 8-K containing the Code of Conduct and
+Added: it will also make the Code of Conduct available on our website at www.maslowmedia.com.
+Added: If we amend or grant a waiver of one or more of
+Added: the provisions of our Code of Business Ethics and Corporate Conduct, we intend to satisfy the requirements under Item 5.05 of Item 8-K
+Added: regarding the disclosure of amendments to or waivers from provisions of our Code of Conduct that apply to our principal executive, financial
+Added: and accounting officers by posting the required information on our website at the above address.
+Added: Our website is not part of this Annual
+Added: Report on Form 10-K.
EXECUTIVE COMPENSATION
3 unchanged sentences
Speck, our Chief Financial Officer, and Secretary
−Removed: this section, the term “named executive officer”
−Removed: is intended to refer to the individuals identified above.
−Removed: Fiscal 2020, we had only two named executive officers, each of whom is set forth above.
+Added: this section, the term “named executive officer” is intended to refer to the individuals identified above.
+Added: During Fiscal
+Added: 2021, we had only two named executive officers, each of whom is set forth above.
Compensation Table
following table presents compensation information for our named executive officers with respect to Fiscal 2021 and 2020.
−Removed: structures are based on Maslow agreements with Vivos Holdings when Vivos Holdings owned Maslow before the Merger.
−Removed: Principal Position
−Removed: incentive plan
−Removed: compensation ($)
−Removed: Non-qualified
+Added: These structures
+Added: are based on Maslow agreements with Vivos Holdings when Vivos Holdings owned Maslow before the Merger.
+Added: Name and Principal Position
+Added: Stock Awards ($)
+Added: Option Awards ($)
+Added: Non-equity incentive plan compensation ($)
+Added: Non-qualified deferred compensation earnings ($)
+Added: All Other Compensation ($) ***
Nick Tsahalis President and Chief
1 unchanged sentence
Mark Speck Chief Financial Officer and
+Added: represents the annualized contracted salary of the executive and not the earned salary over the fiscal year.
amounts for 2021 have been deferred.
−Removed: Compensation Committee has authority to pay a discretionary
−Removed: portion up to 50% of the executive officer’s base salary.
−Removed: Represents car allowance and premium subsidy for medical benefits.
+Added: Compensation Committee has authority to pay a discretionary portion up to 50% of the executive
+Added: officer’s base salary.
+Added: car allowance and premium subsidy for medical benefits.
Audit Committee ($)
5 unchanged sentences
forth below is a summary of the components of compensation payable to our non-management directors.
−Removed: reimburse each non-management member of our board of directors for all reasonable out-of-pocket expenses incurred in connection
−Removed: with their attendance at meetings of our board of directors and any committees thereof, including, without limitation, reasonable
−Removed: travel, lodging and meal expenses.
−Removed: Each director who is not also an officer of Reliability is also entitled to quarterly payments
−Removed: of $5 for their service on our board of directors which remain unpaid to date.
−Removed: Currently there is no additional compensation for
−Removed: committee’s chaired or for presiding as chairperson of the board, due to cash constraints and unavailability of equity compensation.
+Added: reimburse each non-management member of our board of directors for all reasonable out-of-pocket expenses incurred in connection with
+Added: their attendance at meetings of our board of directors and any committees thereof, including, without limitation, reasonable travel,
+Added: lodging and meal expenses.
+Added: Each director who is not also an officer of Reliability is also entitled to quarterly payments of $5 for their
+Added: service on our board of directors which remain unpaid to date.
+Added: Currently there is no additional compensation for committee’s chaired
+Added: or for presiding as chairperson of the board, due to cash constraints and unavailability of equity compensation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: following table sets forth information regarding the beneficial ownership of Company Common Stock as of March 17, 2021 by:
+Added: following table sets forth information regarding the beneficial ownership of Company Common Stock as of March 31, 2022,
person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of Company
2 unchanged sentences
our executive officers and directors as a group.
−Removed: stockholder’s percentage ownership is based on 300,000,000 shares of Company Common Stock outstanding as of March 17, 2021.
+Added: stockholders’ percentage ownership is based on 300,000,000 shares of Company common stock outstanding as of March 31, 2022.
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
2 unchanged sentences
number and percentage of shares beneficially owned by a person includes shares that may be acquired by such person within 60 days of
−Removed: March 16, 2021 through the exercise of vested options or warrants, while these shares are not counted as outstanding for computing the
−Removed: percentage ownership of any other person.
+Added: March 16, 2022, through the exercise of vested options or warrants, while these shares are not counted as outstanding for computing
+Added: the percentage ownership of any other person.
as otherwise set forth below, the address of the persons below is c/o Reliability, 22505 Gateway Center Drive, P.O.
5 unchanged sentences
Box 71, Clarksburg, MD 20871
−Removed: 3,276,052 (1)
Nick Tsahalis, 22505 Gateway Center Drive, P.O.
10 unchanged sentences
5% Holders Totals
−Removed: (1) Represents
(i) 3,014,882 shares held by Mr.
−Removed: (ii) 261,170 shares held by Hawkeye Enterprises
−Removed: Inc, a company owned and controlled by Mr.
−Removed: (2) Represents
+Added: (ii) 261,170 shares held by Hawkeye Enterprises Inc, a company owned and controlled by Mr.
(i) 10,138,882 shares held by Mr.
−Removed: (ii) 20,661,816 shares held by Federal Systems,
−Removed: a company owned and controlled by Mrs.
−Removed: Janumpally, which Mr.
−Removed: Doki may be deemed to indirectly
−Removed: beneficially own as the husband of Mrs.
−Removed: (iii) 161,503,122 shares held by
−Removed: Judos Trust, a trust in which Mrs.
−Removed: Janumpally is the sole trustee and beneficiary, and
+Added: (ii) 20,661,816 shares held by Federal Systems, a company owned and controlled by Mrs.
Doki may be deemed to indirectly beneficially own as the husband of Mrs.
+Added: (iii) 161,503,122 shares held by Judos
+Added: Trust, a trust in which Mrs.
+Added: Janumpally is the sole trustee and beneficiary, and of which Mr.
+Added: Doki may be deemed to indirectly beneficially
+Added: own as the husband of Mrs.
and (iv) 10,330,908 shares held directly by Mrs.
Janumpally which Mr.
−Removed: may be deemed to indirectly beneficially own as the husband of Mrs.
−Removed: (3) Represents
+Added: Doki may be deemed to
+Added: indirectly beneficially own as the husband of Mrs.
(i) 4,972,644 shares held by Mrs.
−Removed: and (ii) 40,520,200 shares held by Igly Trust
−Removed: of which Mrs.
−Removed: Valleru may be deemed to indirectly beneficially own as the wife of Kalyan
−Removed: Pathuri, who is the sole trustee and beneficiary of the Igly Trust;
−Removed: and (iii) 5,164,638
−Removed: shares held by Mr.
+Added: and (ii) 40,520,200 shares held by Igly Trust of which Mrs.
+Added: Valleru may be deemed to indirectly
+Added: beneficially own as the wife of Kalyan Pathuri, who is the sole trustee and beneficiary of the Igly Trust;
+Added: and (iii) 5,164,638 shares
Pathuri, which Mrs.
−Removed: Valleru may be deemed to indirectly beneficially
−Removed: own as the wife of Mr.
−Removed: (4) Represents
+Added: Valleru may be deemed to indirectly beneficially own as the wife of Mr.
(i) 10,138,882 shares that Mrs.
−Removed: Janumpally may be deemed to indirectly beneficially own
−Removed: as the wife of Mr.
−Removed: (ii) 20,661,816 shares held by Federal Systems, a company owned
−Removed: and controlled by Mrs.
−Removed: (iii) 161,503,122 shares held by Judos Trust, a trust
−Removed: in which Mrs.
−Removed: Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908
+Added: Janumpally may be deemed to indirectly beneficially own as the wife of Mr.
+Added: (ii) 20,661,816
+Added: shares held by Federal Systems, a company owned and controlled by Mrs.
+Added: (iii) 161,503,122 shares held by Judos Trust,
+Added: a trust in which Mrs.
+Added: Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908 shares Mrs.
Janumpally owns directly.
−Removed: (5) Represents
(i) 5,164,638 shares held by Mr.
−Removed: (ii) 40,520,200 shares held by Igly Trust of
−Removed: Pathuri is the sole trustee and beneficiary;
−Removed: and (iii) 4,972,644 shares held
+Added: (ii) 40,520,200 shares held by Igly Trust of which Mr.
+Added: Pathuri is the sole trustee and
+Added: and (iii) 4,972,644 shares held by Mrs.
Valleru of which Mr.
1 unchanged sentence
the husband of Mrs.
−Removed: or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to
−Removed: Arbitrate and Demand for Arbitration to the Respondents:
+Added: or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to Arbitrate and Demand for Arbitration to the
Janumpally (individually and in her capacity as trustee of Judos Trust);
Kalyan Pathuri
−Removed: (individually in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”).
−Removed: The Arbitration alleges that certain of the Respondents breached the Merger Agreement
−Removed: providing for the Merger of MMG into a subsidiary of Reliability, in a number of significant
−Removed: respects and potentially committed fraud in connection with the Merger.
−Removed: The Company is
−Removed: seeking damages which if granted will likely be the remedy set forth within the merger
−Removed: agreement which is primarily the relinquishment in whole or in part shares of Company
−Removed: Common Stock received by the Respondents in connection with the Merger.
−Removed: The Company has
−Removed: brought a motion to compel the Arbitration in accordance with the Merger Agreement which
−Removed: is currently being decided by the Federal Courts in New York.
−Removed: The Company believes a
−Removed: strong basis for the motion exists, but no assurance can be given that it will be granted.
−Removed: Regardless, the Company intends to pursue claims under the Merger Agreement in whatever
−Removed: venue is required.
−Removed: The Company is
−Removed: seeking damages which if granted will likely be the remedy set forth within the merger agreement which is primarily the relinquishment
+Added: (individually in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”).
+Added: The Arbitration alleges
+Added: that certain of the Respondents breached the Merger Agreement providing for the Merger of MMG into a subsidiary of Reliability, in
+Added: a number of significant respects and potentially committed fraud in connection with the Merger.
+Added: The Company is seeking damages which
+Added: if granted will be the remedy set forth within the merger agreement which is primarily the relinquishment in whole or in part shares
+Added: of Company Common Stock received by the Respondents in connection with the Merger.
+Added: The Company has brought a motion to compel the
+Added: Arbitration in accordance with the Merger Agreement which is currently being decided by the Federal Courts in New York.
+Added: believes a strong basis for the motion exists, but no assurance can be given that it will be granted.
+Added: Regardless, the Company intends
+Added: to pursue claims under the Merger Agreement in whatever venue is required.
+Added: 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
−Removed: holders listed above, although considered affiliates, currently do not actively participate in the management and policies of the Company.
+Added: 5% holders listed above, although considered affiliates, currently do not actively participate in the management and policies of the
Executive Officers, Promoters, and Control Persons
6 unchanged sentences
On October 30, 2019, Mr.
−Removed: Tsahalis was appointed
−Removed: as a director of the Company.
+Added: Tsahalis was appointed as a director
+Added: of the Company.
+Added: In September 2021, Nick Tsahalis was appointed CEO of the company.
October 29, 2019, Mark Speck was appointed as Chief Financial Officer, Secretary, and as a director of the Company.
8 unchanged sentences
on Review and Approval of Transactions with Related Persons
−Removed: board of directors is currently primarily responsible for developing and implementing processes and controls to obtain information
−Removed: from our directors, executive officers and significant stockholders regarding related-person transactions and then determining,
−Removed: based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in these transactions.
−Removed: Our Audit Committee is responsible for the review, approval and ratification of “related-person transactions”
−Removed: us and any related person.
−Removed: Under SEC rules, a related person is a director, executive officer, nominee for director or beneficial
−Removed: holder of more than of 5% of any class of our voting securities or an immediate family member of any of the foregoing.
−Removed: course of its review and approval or ratification of a related-person transaction, the Audit Committee will consider:
−Removed: nature of the related person’s interest in the transaction;
+Added: board of directors is currently primarily responsible for developing and implementing processes and controls to obtain information from
+Added: our directors, executive officers, and significant stockholders regarding related-person transactions and then determining, based on
+Added: the facts and circumstances, whether we or a related person has a direct or indirect material interest in these transactions.
+Added: Committee is responsible for the review, approval, and ratification of “related-person transactions” between us and any related
+Added: Under SEC rules, a related person is a director, executive officer, nominee for director or beneficial holder of more than of
+Added: 5% of any class of our voting securities or an immediate family member of any of the foregoing.
+Added: In the course of its review and approval
+Added: or ratification of a related-person transaction, the Audit Committee will consider:
+Added: nature of the related person’s interest in the transaction;
material terms of the transaction, including the amount involved and type of transaction;
importance of the transaction to the related person and to the Company;
−Removed: the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest
−Removed: of our stockholders;
+Added: the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest of
+Added: our stockholders;
other matters the Audit Committee deems appropriate.
−Removed: member of the Audit Committee who is a related person with respect to a transaction under review will not be able to participate
−Removed: in the deliberations or vote on the approval or ratification of the transaction.
−Removed: However, such a director may be counted in determining
−Removed: the presence of a quorum at a meeting of the committee that considers the transaction.
+Added: member of the Audit Committee who is a related person with respect to a transaction under review will not be able to participate in the
+Added: deliberations or vote on the approval or ratification of the transaction.
+Added: However, such a director may be counted in determining the
+Added: presence of a quorum at a meeting of the committee that considers the transaction.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: December 31, 2020, the Company’s principal independent registered accountant was RJI International CPAs (“RJI”).
+Added: December 31, 2021, the Company’s principal independent registered accountant was RJI International CPAs (“RJI”).
fees billed or incurred related to the following years for fiscal 2021 and 2020 by RJI is set forth below.
2 unchanged sentences
All Other Fees
−Removed: fees consist principally of fees for the audit of our consolidated financial statements, review of our interim consolidated
−Removed: financial statements and audit services related to our acquisitions.
−Removed: fees consist principally of fees related to the preparation of SEC registration statements, acquisition due diligence, and
−Removed: Department of Labor filings.
−Removed: Audit Committee appointed RJI as our independent registered public accounting firm for Fiscal 2020 and RJI has served in this
−Removed: capacity since 2009.
+Added: fees consist principally of fees for the audit of our consolidated financial statements, review of our interim consolidated financial
+Added: statements and audit services related to our acquisitions.
+Added: fees consist principally of fees related to the preparation of SEC registration statements, acquisition due diligence, and U.S.
+Added: of Labor filings.
+Added: Audit Committee appointed RJI as our independent registered public accounting firm for Fiscal 2021 and RJI has served in this capacity
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
−Removed: following consolidated financial statements of Reliability and the reports of the Independent Registered Public Accounting Firms
−Removed: are contained in Item 8 of Part II of this Annual Report on Form 10-K as indicated:
+Added: following consolidated financial statements of Reliability and the reports of the Independent Registered Public Accounting Firms are
+Added: contained in Item 8 of Part II of this Annual Report on Form 10-K as indicated:
Report of Independent Registered Public Accounting Firms
1 unchanged sentence
Consolidated Statements of Operations
−Removed: Consolidated Statements of Changes in Stockholders’
+Added: Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
1 unchanged sentence
Statement Schedules
−Removed: statement schedules are omitted because they are not applicable, or not required, or because the required information is included
−Removed: in the consolidated financial statements or notes thereto.
+Added: statement schedules are omitted because they are not applicable, or not required, or because the required information is included in
+Added: the consolidated financial statements or notes thereto.
the list of exhibits in the Index to Exhibits to this Annual Report on Form 10-K, which is incorporated herein by reference.
FORM 10-K SUMMARY
−Removed: to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
−Removed: to be signed on its behalf by the undersigned, thereunto duly authorized on March 31, 2021.
+Added: to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
+Added: on its behalf by the undersigned, thereunto duly authorized on March 31, 2022.
Nick Tsahalis
1 unchanged sentence
Financial Officer
−Removed: to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
−Removed: of the Registrant and in the capacities indicated on March 31, 2021.
+Added: to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
+Added: Registrant and in the capacities indicated on March 31, 2022.
Nick Tsahalis
1 unchanged sentence
following Exhibits are filed with this Annual Report on Form 10-K:
−Removed: Merger Agreement, by and among Reliability, R-M Merger Sub, Inc., Jeffrey Eberwein, The Maslow Media Group, Inc., and Naveen Doki, and Silvija Valleru (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2019).
−Removed: Statement of Merger as filed with the Secretary of State of the State of Virginia on October 29, 2019 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Restated Articles of Incorporation (with amendment) (incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 1995).
−Removed: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2016).
−Removed: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2014).
−Removed: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2014).
−Removed: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.03 of the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2013).
−Removed: Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2004).
−Removed: Amended Bylaws (incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2007).
−Removed: Intercompany Promissory Note dated November 15, 2016 between Maslow (as Lender) and Vivos Holdings, LLC (as Borrower) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Intercompany Promissory Note dated November 15, 2017 between Maslow (as Lender) and Vivos Real Estate, LLC (as Borrower) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Settlement Agreement dated October 25, 2018 between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default of Future Receivables Sales Agreement with Kinetic Direct Funders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Amendment to Settlement Agreement dated April 10, 2019 between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default of Future Receivables Sales Agreement with Kinetic Direct Funding LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Settlement Agreement dated December 10, 2018 by and among Maslow, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Naveen Doki, Silvija Valleru, and CC Business Solutions, a division of Credit Cash NJ, LLC, in relation to Accounts Receivable Advance Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Settlement Agreement dated January 24, 2019 between Maslow, Vivos Holdings, LLC, and Advantage Capital Funding in relation to default of July 5, 2018 Purchase and Sale of Future Receipts Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Factoring and Security Agreement dated November 4, 2016 between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: First Amendment to Factoring and Security Agreement dated January 5th, 2018 between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Second Amendment to Factoring and Security Agreement dated March 30th, 2018 between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Merger Agreement, by and among Reliability, R-M Merger Sub, Inc., Jeffrey Eberwein, The Maslow Media Group, Inc., and Naveen Doki, and Silvija Valleru (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2019).
+Added: Statement of Merger as filed with the Secretary of State of the State of Virginia on October 29, 2019 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Restated Articles of Incorporation (with amendment) (incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 1995).
+Added: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2016).
+Added: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2014).
+Added: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2014).
+Added: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.03 of the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2013).
+Added: Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2004).
+Added: Amended Bylaws (incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2007).
+Added: Intercompany Promissory Note dated November 15, 2016, between Maslow (as Lender) and Vivos Holdings, LLC (as Borrower) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Intercompany Promissory Note dated November 15, 2017, between Maslow (as Lender) and Vivos Real Estate, LLC (as Borrower) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Settlement Agreement dated October 25, 2018, between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default of Future Receivables Sales Agreement with Kinetic Direct Funders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Amendment to Settlement Agreement dated April 10, 2019, between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default of Future Receivables Sales Agreement with Kinetic Direct Funding LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Settlement Agreement dated December 10, 2018, by and among Maslow, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Naveen Doki, Silvija Valleru, and CC Business Solutions, a division of Credit Cash NJ, LLC, in relation to Accounts Receivable Advance Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Settlement Agreement dated January 24, 2019, between Maslow, Vivos Holdings, LLC, and Advantage Capital Funding in relation to default of July 5, 2018, Purchase and Sale of Future Receipts Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Factoring and Security Agreement dated November 4, 2016, between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: First Amendment to Factoring and Security Agreement dated January 5th, 2018, between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Second Amendment to Factoring and Security Agreement dated March 30th, 2018, between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
Securities Purchase Agreement dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
−Removed: (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
Convertible Promissory Note dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
−Removed: (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
Warrant Agreement dated June dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
−Removed: (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Securities Purchase Agreement dated June 31, 2019 between Maslow and Mark Speck (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Convertible Promissory Note dated June 31, 2019 between Maslow and Mark Speck (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Warrant Agreement dated June dated June 31, 2019 between Maslow and Mark Speck (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Securities Purchase Agreement dated July 31, 2019 between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Convertible Promissory Note dated July 31, 2019 between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Warrant Agreement dated June dated July 31, 2019 between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Securities Purchase Agreement dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Convertible Promissory Note dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Warrant Agreement dated June dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Securities Purchase Agreement dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Convertible Promissory Note dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Warrant Agreement dated June dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
Professional Services Agreement dated May 11, 2017, between Maslow and AT&T Services, Inc.
−Removed: (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Commercial Lease Agreement dated December 19, 2017 between Maslow and Vivos Real Estate, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Personal Guaranty dated June 12, 2019 between Maslow and Naveen Doki (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Debt Conversion Agreement by and among Reliability Incorporated and Lone Star Value Investors, LP (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Debt Conversion Agreement by and among Reliability Incorporated and Lone Star Value Co-Invest I, LP (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Form of Piggyback Registration Rights Agreement by and among Reliability and certain Investors (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Form of Lock Up Agreement by and between Reliability and certain Holders (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Secured Promissory Note dated September 5, 2019 between Maslow (as Noteholder) and Vivos Holdings, LLC (as Debtor) (incorporated by reference to Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Igly Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Judos Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Shirisha Janumpally Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated October 28, 2019, by and among Maslow Media Group, Inc., Naveen Doki, Silvija Valleru, Shirisha Janumpally, Kalyan Pathuri and Federal Systems (incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Commercial Lease Agreement dated December 19, 2017, between Maslow and Vivos Real Estate, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Personal Guaranty dated June 12, 2019, between Maslow and Naveen Doki (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Debt Conversion Agreement by and among Reliability Incorporated and Lone Star Value Investors, LP (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Debt Conversion Agreement by and among Reliability Incorporated and Lone Star Value Co-Invest I, LP (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Form of Piggyback Registration Rights Agreement by and among Reliability and certain Investors (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Form of Lock Up Agreement by and between Reliability and certain Holders (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Secured Promissory Note dated September 5, 2019, between Maslow (as Noteholder) and Vivos Holdings, LLC (as Debtor) (incorporated by reference to Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Igly Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Judos Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Shirisha Janumpally Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated October 28, 2019, by and among Maslow Media Group, Inc., Naveen Doki, Silvija Valleru, Shirisha Janumpally, Kalyan Pathuri and Federal Systems (incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
Subsidiaries of the Registrant.
3 unchanged sentences
§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Instance Document
−Removed: Taxonomy Extension Schema Document
−Removed: Taxonomy Extension Calculation Linkbase Document
−Removed: Taxonomy Extension Definition Linkbase Document.
−Removed: Taxonomy Extension Label Linkbase Document
−Removed: Taxonomy Extension Presentation Linkbase Document
+Added: XBRL Instance Document
+Added: XBRL Taxonomy Extension Schema Document
+Added: XBRL Taxonomy Extension Calculation Linkbase Document
+Added: XBRL Taxonomy Extension Definition Linkbase Document.
+Added: XBRL Taxonomy Extension Label Linkbase Document
+Added: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Page Interactive Data File (embedded within the Inline XBRL document)
contract or compensatory plan or arrangement.
−Removed: certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange
−Removed: Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into
−Removed: any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+Added: certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange
+Added: Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing
+Added: under the Securities Act of 1933, as amended, or the Exchange Act.
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.