RELIABILITY INC 10-Q

Item 1. Financial Statements RELIABILITY INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED BALANCE SHEETS (amounts in thousands, except per share data) September 30, December 31, 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,127 $ 24 Trade receivables, net of allowance for doubtful accounts 5,091 6,405 Retention credit receivable 1,174 2,494 Notes receivable from related parties 5,157 4,985 Prepaid expenses and other current assets 366 331 Total current assets 12,915 14,239 Property, plant, and equipment, net 27 49 Total assets $ 12,942 $ 14,288 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Factoring liability $ 2,014 $ 946 Accounts payable 378 1,205 Accrued expenses 344 404 Accrued payroll 1,002 1,629 Deferred revenue 176 176 Income taxes payable 276 517 Other current liabilities - 1 Total current liabilities 4,190 4,878 Total liabilities 4,190 4,878 Commitment and contingencies (Note 6) - - Subsequent events (Note 10) - - SHAREHOLDERS’ EQUITY Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of September 30, 2022, and as of December 31, 2021 Additional paid-in capital 750 750 Retained earnings 8,002 8,660 Total shareholders’ equity 8,752 9,410 Total liabilities and shareholders’ equity $ 12,942 $ 14,288 The accompanying notes are an integral part of these statements. 3 RELIABILITY INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands, except per share data) 2022 2021 For the Three Months Ended September 30, 2022 2021 Revenue earned Service revenue $ 6,464 $ 6,941 Cost of revenue Cost of revenue 5,573 6,138 Gross profit 891 803 Selling, general, and administrative expenses 941 866 Operating loss ( 50 ) ( 63 ) Other income (expense) Interest income 86 81 Interest expense ( 46 ) ( 15 ) Other income (expense) 210 1,813 Income before income tax expense 200 1,816 Income tax expense ( 91 ) ( 405 ) Consolidated net income 109 1,411 Net income per share: Basic $ 0.00 $ 0.01 Diluted $ 0.00 $ 0.01 Shares used in per share computation: Basic 300,000,000 300,000,000 Diluted 300,000,000 300,000,000 The accompanying notes are an integral part of these statements. 4 RELIABILITY INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands, except per share data) 2022 2021 For the Nine Months Ended September 30, 2022 2021 Revenue earned Service revenue $ 18,729 $ 17,809 Cost of revenue Cost of revenue 16,222 15,542 Gross profit 2,507 2,267 Selling, general, and administrative expenses 3,343 2,554 Operating loss ( 836 ) ( 287 ) Other income (expense) Interest income 196 235 Interest expense ( 111 ) ( 78 ) Other income 210 9,855 Income (loss) before income tax expense ( 541 ) 9,725 Income tax expense ( 117 ) ( 1,075 ) Consolidated net income (loss) ( 658 ) 8,650 Net income per share: - Basic $ 0.00 $ 0.03 Diluted $ 0.00 $ 0.03 Shares used in per share computation: Basic 300,000,000 300,000,000 Diluted 300,000,000 300,000,000 The accompanying notes are an integral part of these statements. 5 RELIABILITY INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY For the Nine Months Ended September 30, 2022 and 2021 (amounts in thousands, except per share data) Shares Amount Capital Earnings Equity Additional Common Stock Paid-in Retained Total Shares Amount Capital Earnings Equity Balance, December 31, 2020 300,000,000 $ - $ 750 $ 767 $ 1,517 Net Income - - - 8,650 8,650 Balance, September 30, 2021 300,000,000 - 750 9,417 10,167 Balance, December 31, 2021 300,000,000 - 750 8,660 9,410 Balance 300,000,000 - 750 8,660 9,410 Net Loss - - - ( 658 ) ( 658 ) Net Income (Loss) - - - ( 658 ) ( 658 ) Balance, September 30, 2022 300,000,000 $ - $ 750 $ 8,002 $ 8,752 Balance 300,000,000 $ - $ 750 $ 8,002 $ 8,752 The accompanying notes are an integral part of these statements. 6 RELIABILITY INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) 2022 2021 For the Nine Months Ended September 30, 2022 2021 Cash flows from operating activities: Net income (loss) $ ( 658 ) 8,650 Adjustments to reconcile net (loss) to net cash provided by operating activities: Depreciation and amortization 23 16 Accrued interest ( 172 ) ( 246 ) (Gain)/loss on disposal of property and equipment 38 Gain on forgiveness of PPP loan payable ( 5,216 ) Changes in operating assets and liabilities: Trade receivables 2,634 ( 1,441 ) Prepaid expenses and other current assets ( 35 ) 48 Accounts payable ( 828 ) ( 260 ) Accrued payroll ( 627 ) 350 Accrued expenses ( 59 ) ( 59 ) Deferred revenue - 2 Other liabilities ( 1 ) ( 2 ) Income taxes payable ( 241 ) 738 Net cash provided by (used in) operating activities $ 36 2,618 Cash flows from investing activities: Purchase of fixed assets ( 1 ) ( 6 ) Net cash provided by (used in) investing activities $ ( 1 ) ( 6 ) Cash flows from financing activities: Net borrowing/(repayment) of factoring liability - ( 2,061 ) Borrowing of note payable 1,068 ( 37 ) Advances to Related Parties - ( 480 ) Net cash provided by (used in) financing activities $ 1,068 ( 2,578 ) Net increase in cash and cash equivalents 1,103 34 Cash and cash equivalents, beginning of year 24 70 Cash and cash equivalents, end of year $ 1,127 104 The accompanying notes are an integral part of these statements. 7 RELIABILITY INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued (amounts in thousands) For the Nine Months Ended September 30, 2022 2021 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 111 $ 78 Income taxes $ 735 $ 344 Supplemental disclosures of non-cash investing and financing activities: The Company received forgiveness from the SBA of its PPP loan payable $ - $ 5,216 8 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2022 (amounts in thousands, except per share data) NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations Reliability, Incorporated is a leading provider of Workforce Management & Staffing Solutions, along with its wholly owned subsidiary, The Maslow Media Group, Inc (“MMG”), (collectively, “Reliability” or the “Company”), primarily within the United States of America in four industry segments: Employer of Record (“EOR”), Recruiting and Staffing, Direct Placements, and Video and Multimedia Production Services. Our Staffing segment provides skilled field talent on a nationwide basis for Media, Video Production, IT, and Finance and Accounting client partner projects. Our Staffing segment occasionally receives requests for direct placements. Video Production involves assembling and providing crews for special projects that can last anywhere from a week to 6 months. Reliability was incorporated under the laws of the State of Texas in 1953, but the then principal business of the Company started in 1971 was closed in 2007. The Company completed a reverse merger with MMG (the “Merger”) on October 29, 2019. Company Background Linda Maslow founded Maslow Group initially in 1988 and incorporated the firm under the name the Maslow Media Group Inc., in March 1992. On November 9, 2016, Linda Maslow sold the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Dr. Naveen Doki (“Dr. Doki”) and Silvija Valleru (“Ms. Valleru”). In 2018, Vivos Holdings and several other Vivos companies, (“Vivos Group”) engaged an investment banker who approached management of Reliability to discuss a potential reverse merger transaction. The other investors who collaborated on a share swap of MMG for other Vivos companies were Shirisha Janumpally (“Mrs. Janumpally”) , wife of Dr. Doki, and Kalyan Pathuri (“Mr. Pathuri”), husband of Silvija Valleru. These individuals, included but were not limited to Dr. Doki, Mrs. Janumpally, Mr. Pathuri, and Mrs. Valleru, Igly Trust, and Judos Trust also have common ownership combinations in a number of other entities [Vivos Holdings, LLC. Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC., and Federal Systems, LLC], (collectively referred to herein as “Vivos Group”). The reverse merger was consummated on October 29, 2019. As a result of the Merger, the Vivos Group (Vivos Holdings LLC, officially) acquired approximately 84 % of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings, LLC. On October 29, 2019, MMG became a wholly owned subsidiary of Reliability by merging R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability, with and into Maslow, with MMG being the surviving corporation. The Company ceased to be a “shell” company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) by virtue of its ownership of MMG following the Merger. The acquisition of MMG also resulted in a “change in control” of Reliability. Upon purchasing MMG and thereafter, Vivos Holdings, LLC and their affiliates (collectively the “Vivos Group”) began borrowing monies from MMG starting with $ 1,400 in 2016 and by the end of 2019 the balance had reached $ 3,418 which included a $ 3,000 guarantee from Dr. Naveen Doki. (See Note 8 for more details). On or about February 25, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Dr. Doki (collectively “Vivos Debtors”), to enforce Maslow’s rights under certain promissory notes and a personal guarantee made by the Dr. Doki. 9 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2022 (amounts in thousands, except per share data) On or about May 6, 2020, the Vivos Debtors filed a counterclaim and third-party complaint for damages, declaratory and injunctive relief, and jury demand (the “Counterclaim”). We refer below to the disputes between Reliability and the Vivos Group as the “Vivos Matter.” On March 21, 2022, the Company began agreed upon arbitration proceedings against the Vivos Group. Among several claims, MMG sought remedy on three notes, plus a guarantee totaling approximately $ 5,039 when the arbitration hearing began. On August 2, 2022, VREH filed for Chapter 11 Bankruptcy Protection in the District Court of Maryland. This action prevented the Arbitrator from providing any ruling relating to Note II in the arbitration case at the time of his award. On August 24 , 2022, the Company filed a motion to stay the VREH Bankruptcy filing to allow the Arbitrator to rule on the claims against VREH. The motion to lift the stay was granted by the court on September 16, 2022, after the initial award by the Arbitrator. On August 31, 2022, the Arbitrator issued an award (the “Award”) with the Company and MMG prevailing on their claims. The Company and MMG were awarded the following: ● an award in favor of MMG against Vivos Holdings LLC under Note I (as defined in the Award) in the amount of $ 3,458,377 , with interest thereon from June 30, 2022, at the rate of 4.5 % per year; ● no award as to Note II (as defined in the Award) until and at such time as the automatic stay imposed by the United States Bankruptcy Court as a result of the filing of a petition in bankruptcy by VREH is lifted or the bankruptcy proceeding is terminated; ● an award in favor of MMG against Vivos Holdings, LLC under Note III (as defined in the Award) in the amount of $ 800,448 , with interest thereon from June 30, 2022, at the rate of 2.5 % per year, plus collection costs, including reasonable attorneys’ fees, incurred in the effort to collect Note III; ● an award in favor of MMG against Naveen under the Personal Guaranty (as defined in the Award) in the amount of $ 2,309,449 , plus interest thereon at the rate of 6 % per year from the date of the Award; ● an award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee of Igly Trust, jointly and severally, for contract damages of $ 1,000,000 , to be satisfied by the transfer of their shares of the Company common stock to the Company equal in value to $ 1,000,000 , valued as of the date of the Award, in accordance with the provisions of Section 9.06(d) of the Merger Agreement; ● an award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee of Igly Trust, jointly and severally, for fraud damages in the amount of $ 4,327,127 , plus interest thereon at the rate of 6 % per year from the date of the Award, together with any out-of-pocket fees and expenses, including attorneys’ and accountants’ fees; ● an award appointing a rehabilitative receiver for the Company under the deadlock situation provisions of Section 11.404(a)(1)(B) of the Texas Business Organizations Code, the primary function of which is to collect the contract and fraud damages, including costs, expenses and fees provided in the Award, due to the Company, with matters regarding such receivership to be set forth in a supplemental award; and ● declaratory relief in favor of the Company and its officers and directors. Section 11.404(a)(1)(B) of the Texas Business Organizations Code provides for the appointment of a rehabilitative receiver when “the governing persons of the entity are deadlocked in the management of the entity’s affairs, the owners or members of the entity are unable to break the deadlock, and irreparable injury to the entity is being suffered or is threatened because of the deadlock.” With respect to the receivership, the owners or holders of all of the shares of common stock of the Company received as a result of the conversion of 1,600 shares of common stock of MMG owed by Naveen and Valleru under the Merger Agreement shall not be entitled to vote any of those shares at any annual or special meeting of the shareholders of the Company during the period of the receivership. Upon the completion of the receiver’s primary function of collecting damages due to the Company, the receivership shall terminate and the restrictions on the rights of the shareholders of the Company imposed by the Award shall be lifted. 10 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2022 (amounts in thousands, except per share data) The parties to the Arbitration had until September 19, 2022 to submit their requests related to the Supplemental Award to be filed by the Arbitrator relating to the assignment of a Receiver. An extension was granted until October 6, 2022 at which point all parties submitted their requests to the Arbitrator. The parties now have until November 23, 2022 to respond to the submissions received by the Arbitrator on October 6, 2022. The Company does not have a definitive date by which it will receive the supplemental award identified in the Arbitration Award dated August 31, 2022, but hopes it will be received before the end of the year. Upon a final resolution as to the underlying ownership and rights of certain shareholders, the Company intends to hold an annual meeting of shareholders within a reasonable time thereafter. Basis of presentation The unaudited consolidated interim financial statements include the accounts of the Company and all wholly owned divisions, including its 100 % owned subsidiary, MMG. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2021. Concentration of Credit Risk For the nine months ended September 30, 2022, 20.3 % of revenue came from Goldman Sachs, 13.5 % from AT&T Services Inc (“AT&T”), and 12.2 % from Janssen Pharmaceuticals (which includes workforce partner Johnson & Johnson) and 10.8 % from DirecTV. Combined, this totals 56.7 % of revenue. AT&T, Goldman Sachs, Janssen, Morgan Stanley and DirectTV accounted for 18.1 % , 15.7 % , 13.8 % , 11 % , and 8.6 % respectively, 67.1 % in aggregate revenue for the same period ended September 30, 2021. No other client has exceeded 10% of revenues in 2022 or 2021. NOTE 2. LIQUIDITY AND GOING CONCERN Going Concern Management considers on a regular basis, the Company’s ability to continue as a going concern. The factors which have impacted the business and our liquidity are: ● uncertainty of the timing or form of recovery of the of the arbitration award., with some of the award being collected in in the form of shares ● operating losses in ten of the last eleven quarters starting with the first quarter of 2020 through the third quarter of 2022 ending September 30, 2022, totaling in aggregate $ 2,131 ● the slow-moving rebound of client demand for our services to pre-pandemic levels; ● difficulties in raising cash via public markets for organic and inorganic growth, due to lack of unissued authorized shares available for Company use; ● Commitments and Contingencies, described further in Note 6. All these conditions noted and factored above, and if the $ 5,157 in notes receivable is not realized in full, part, or all, create substantial doubt about the Company’s ability to continue as a going concern. 11 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2022 (amounts in thousands, except per share data) Additionally, from an operational view the underlying business has yet to fully recover from COVID-19 with current quarterly comparative revenue levels down 36% from 2019 standards . Therefore, there can be no assurances that the Company will be successful in managing the impact of the foregoing or its ability to maintain sufficient liquidity over a period of time that will allow it to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome from these uncertainties. The Company is quoted on the OTC Marketplace under the symbol “RLBY.” NOTE 3. ACCOUNTS RECEIVABLE Accounts receivable are broken down as follows SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2022 December 31, 2021 Accounts Receivable Trade receivables $ 4,581 5,592 Unbilled receivables 510 813 Less allowance for doubtful accounts - - Total trade accounts receivable 5,091 6,405 NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Adopted Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update will be effective for the Company beginning with fiscal year 2023, with early adoption permitted. The Company adopted this during 2021 resulting in an impairment charge as stated in the financial statements. The Company does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on its present or future consolidated financial statements. NOTE 5. DEBT Tax Liabilities When MMG was initially acquired by Vivos Holdings, LLC in 2016, the Company’s corporate status was changed from an S Corp to a C Corp due to its new ownership structure. This triggered an accelerated tax event, a $ 215 estimated annual impact per year for 4 years which was accounted for in subsequent tax returns through 2019. In 2021, MMG completed settlement of the estimated $ 860 tax liability caused by the Vivos Group in 2017, paying the final estimated portion of $ 300 in 2021. As of September 30, 2022, the Company no longer has a federal tax liability related to tax periods prior to 2020. 12 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2022 (amounts in thousands, except per share data) Factoring Facility Gulf Coast Bank and Trust On August 24, 2022, we were notified by our factoring company Triumph Business Capital (“TBC”) that our factoring arrangement had been sold to Gulf Coast Bank and Trust (“Gulf”), as TBC had decided to sell its non-transportation portfolio. The transition took place between August 26 th and 28 th with new financing coming from Gulf. However, until all open accounts receivable (“A/R”) managed by TBC is collected, a portion of those funds plus non factored receivables continue to come to MMG from TBC. The Company continues to be obligated to meet certain financial covenants in respect to invoicing and reserve account balance. In accordance with the agreement, a reserve amount is required for the total unpaid balance of all purchased accounts multiplied by a percentage equal to the difference between one hundred percent and the advanced rate percentage. As of September 30, 2022, the required amount was 7 % . Any excess of the reserve amount is paid to the Company on a weekly basis, as requested. If a reserve shortfall exists for a period of ten days, the Company is required to make payment to the financial institution for the shortage. Accounts receivables were sold with full recourse. Proceeds from the sale of receivables were $ 3,429 for the three-month period ending September 30, 2022, compared to $ 1,756 for the same period ending on September 30, 2021, and $ 10,388 compared to $ 2,453 for the nine months ended September 30, 2022 and 2021, respectively. The total outstanding balance under the recourse contract was $ 2,014 on September 30, 2022, compared to $ 946 as of December 31, 2021. The factoring facility is collateralized by substantially all the assets of the Company. In the event of a default, the factor may demand that the Company repurchase the receivable or debit the reserve account. Total finance line fees for the three months ended September 30, 2022, and 2021 totaled $ 46 and $ 15 , respectively, and $ 111 and $ 78 for the nine months ended September 30, 2022, and 2021, respectively. NOTE 6. COMMITMENTS AND CONTINGENCIES There are a number of debts and confessions of judgement (“COJ”) related to the Vivos Group that included MMG as a co-signer or guarantor at some stage in the Vivos Group debt process from November 2016 through October 29, 2019 when Vivos Holdings, LLC owned Maslow. In December 2019, the Company’s executive management learned that prior to the Merger, in January 2018, one of the Company’s related parties, on behalf of MMG, executed a guarantee of obligations of Vivos Real Estate Holdings, LLC (“VREH”), under a mortgage loan for the purchase of the property at 22 Baltimore Rd., Rockville, Maryland. MMG leased this space on market terms through April 30, 2020. This obligation had not been disclosed by the Vivos Group to Reliability prior to the Merger and consequently not included in MMG’s financial statements. On March 3, 2022, MMG received a notice of default, acceleration, and demand for payment in full, from FVCBank due to incurable events of default on behalf of Borrower, Vivos Real Estate Holdings, LLC. Per the default notice, “[a]s of March 2, 2022, the total indebtedness due and owing under the Loan (the ‘‘Debt’’) is $ 1,743 consisting of an unpaid principal balance in the amount of $ 1,703 accrued and unpaid interest in the amount of $ 7 , deferred payments in the amount of $ 20 and late fees in the amount of $ 12 plus prepayment penalties and attorneys’ fees, costs and expenses,” less setoff fees of $ 16 . MMG believes it has grounds to contest it being a guarantor on the loan. On July 12, 2022, MMG was advised that a foreclosure sale of the 22 Baltimore Road property was scheduled to take place on Thursday August 4, 2022, at Montgomery County Circuit Court in Rockville, Maryland. It was subsequently cancelled after VREH filed for bankruptcy on August 2, 2022. On August 2, 2022, VREH filed for Chapter 11 bankruptcy in the District Court of Maryland. 13 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2022 (amounts in thousands, except per share data) Maslow has filed a Motion to Vacate Confessed Judgment entered against it by FVC Bank in the Circuit Court for Fairfax County. A hearing date is set for December 9, 2022. On October 20, 2022, FVC bank filed a Motion to Dismiss Chapter 11 Case for Cause with respect to this pending proceeding filed by VREH. A hearing date is set for November 16, 2022. On November 2, 2022, Maslow filed a “Response” to the Bank’s Motion to Dismiss, which in essence is a separate Motion for court to dismiss VREH’s Chapter 11 protection filing. In October 2022, MMG learned that Vivos IT, LLC filed a lawsuit against Second Wind Consultants (“SWC”) in May 2019 included MMG as a plaintiff. The lawsuit included claims of fraud in inducement and unjust enrichment against SWC. The Five parties suing SWC, included Vivos LLC, The Maslow Media Group, Suresh Venkat Doki, Naveen Doki and Silvija Valleru. The lawsuit related to a debt restructuring services agreement secured by Suresh Doki, Naveen Doki and Silvija Valleru to assist the following then owned Vivos entities: Maslow Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc. and US IT Solutions, Inc. Second Wind countersued all plaintiffs on September 30th, 2019, seeking to collect the balance of $ 402,500 not paid by the Vivos Group. These suits were not disclosed to Maslow Management or to Reliability before the merger closed on October 29, 2019. MMG is weighing its legal options at this time. At the present time, the Company is uncertain as to whether any of the above items will have a material impact on their consolidated financial statements. NOTE 7. EQUITY The Company’s authorized capital stock consists of 300,000,000 shares of common stock, with no par value. All authorized shares of Company Common stock are issued and outstanding. NOTE 8. RELATED PARTY TRANSACTIONS On November 9, 2016, Vivos Holdings, LLC, the former owner of MMG, acquired 100 % of MMG through a stock acquisition exchange for a purchase price of $ 1,750 , of which: (i) $ 1,400 was paid at settlement with proceeds from MMG and (ii) a promissory note to pay the remaining $ 350 (“Vivos/MMG Purchase Agreement”). The promissory note was to be paid in twenty-four equal installments, including interest at 4.5%, in the amount of approximately $15, commencing six months after closing, with the last payment on March 1, 2019 . These payments were paid by the MMG on behalf of the Vivos Debtors. The Vivos Debtors subsequently entered into a promissory note receivable with MMG, described below, for the full stock purchase price. No payment has ever been made against this note and between 2018 to present, there has been $ 2,503 in additional borrowings. As of September 30, 2022, and December 31, 2021, the receivable totaled $ 5,157 and $ 4,985 , respectively. This is not inclusive of the additional amounts awarded in the arbitration. Debt Settlement Agreements On July 21, 2021, MMG settled the obligation which Vivos Holdings, LLC had obligated MMG to in July 2018, with Libertas Funding, LLC and Kinetic for $ 475 . On March 6, 2022, MMG received a notice of default, acceleration, and demand for payment-in-full from FVC Bank due to incurable events of default on behalf of Borrower Vivos Real Estate Holdings, LLC. Maslow has filed a Motion to Vacate Confessed Judgment entered against it by FVC Bank in the Circuit Court for Fairfax County and has requested that the matter be heard before the end of 2022. On October 20, 2022, FVC bank filed a Motion to Dismiss Chapter 11 Case for Cause with respect to this pending proceeding filed by VREH. A hearing date is set for November 16, 2022. On November 2, 2022, Maslow filed a “Response” to the Bank’s Motion to Dismiss, which in essence is a separate Motion for court to dismiss VREH’s Chapter 11 protection filing. 14 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2022 (amounts in thousands, except per share data) Related Party Relationships On October 29, 2019, prior to the Merger, pursuant to the Merger Agreement, Dr. Doki and Silvija Valleru became beneficial owners of 206,606,528 and 51,652,908 shares of RLBY common stock, respectively, equal to 68.9 % and 17.2 % of the total number of shares of RLBY common stock outstanding after giving effect to the Merger, respectively. The Company is seeking damages, which, if granted, will likely be the remedy set forth within the Merger Agreement which is primarily the relinquishment in whole or in part shares of Company common stock received by the Respondents in connection with the Merger. In 2019, the Company entered into transactions with two executive officers, Nick Tsahalis and Mark Speck, of the Company, resulting in the issuance of warrants to purchase 163,232 shares each of common stock. The term “warrant” herein refers to warrants issued by MMG and assumed by the Company as a result of the Merger. The terms of all warrants are the same other than as to the number of shares covered thereby. The Warrant may be exercised at any time or from time to time during the period commencing at 10:00 a.m. Eastern time on first business day following the completion of the Qualified Financing (as defined below) and expiring at 5:00 p.m. Eastern time on the fifth annual anniversary thereof (the “Exercise Period”). For purposes herein, a “Qualified Financing” means the issuance by the Company, other than certain excluded issuances of shares of Common stock, in one transaction or series of related transactions, which transaction(s) result in aggregate gross proceeds actually received by the Company of at least $ 5,000 . The exercise price per full share of the Company common stock shall be 120 % of the average sale price of the Company common stock across all transactions constituting a part of the Qualified Financing, with equitable adjustments being made for any splits, combinations or dividends relating to the Company common stock, or combinations, recapitalization, reclassifications, extraordinary distributions and similar events, that occur following one transaction constituting a part of the Qualified Financing and prior to one or more other transactions constituting a part of the Qualified Financing (the “Exercise Price”). The warrants were not valued and included as liability on balance sheet because of uncertainty around their pricing, value and low probability at this juncture in receiving the $ 5,000 trigger. On September 7, 2021, the Company entered in Arbitration and Tolling Agreements with alleged shareholder Dr. Doki, and his affiliates and all other persons who were parties to the pending litigation previously reported in the Texas, New York and Maryland courts and before the American Arbitration Association. On August 31, 2022, the Arbitrator issued an award (the “Award”) with the Company with MMG prevailing on their claims. (See Note 1) for more details. The parties to the Arbitration had until September 19, 2022, to submit their requests related to the Supplemental Award to be filed by the Arbitrator relating to the assignment of a Receiver. An extension was granted until October 6, 2022, at which point all parties submitted their requests to the Arbitrator. The parties now have until November 23, 2022, to respond to the submissions received by the Arbitrator on October 6, 2022. The Company does not have a definitive date by which it will receive the supplemental award identified in the Arbitration Award dated August 31, 2022, but hopes it will be received before the end of the year. NOTE 9. BUSINESS SEGMENTS The Company operates within four industry segments: EOR, Recruiting and Staffing, Direct Placements, and Video Production. The EOR segment provides freelance talent to a host of large corporate customers in all 50 states. The Recruiting and Staffing segment provides skilled media and IT field talent on a nationwide basis for customers in a myriad of industries. Direct Placements was added as a segment in the second quarter 2021 as the Company began to take on clients who desired the Company source candidates for direct hire needs on a regular basis. The Video and Multimedia Production segment provides crewing and Script to Screen services for corporate, government, and non-profit clients, globally. 15 RELIABILITY INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2022 (amounts in thousands, except per share data) The following tables provides a reconciliation of revenue by reportable segment to consolidated results for the three and nine months ended September 30, 2022, and 2021, respectively: For the three months ended September 30: SCHEDULE OF RECONCILIATION OF REVENUE AND OPERATING INCOME BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS 2022 2021 Revenue: EOR $ 5,494 5,705 Recruiting and Staffing 848 962 Direct Placement 60 38 Video and Multimedia Production 62 236 Total $ 6,464 6,941 For the nine months ended September 30: 2022 2021 Revenue: EOR $ 15,783 14,186 Recruiting and Staffing 2,671 2,658 Direct Placement 99 68 Video and Multimedia Production 176 897 Total $ 18,729 17,809 NOTE 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 15, 2022, the date on which the unaudited consolidated financial statements were available to be issued. Based upon this evaluation, management has determined that no material subsequent events have occurred that would require recognition in or disclosures in the accompanying unaudited condensed consolidated financial statements, except as follows: Maslow has filed a Motion to Vacate Confessed Judgment entered against it by FVC Bank in the Circuit Court for Fairfax County. A hearing has been scheduled for December 9, 2022. On October 20, 2022, FVC bank filed a Motion to Dismiss Chapter 11 Case for Cause with respect to this pending proceeding filed by Vivos Real Estate Holdings, LLC (VREH). A hearing date is set for November 16, 2022. On November 2, 2022, Maslow filed a “Response” to the Bank’s Motion to Dismiss, which in essence is a separate Motion for court to dismiss VREH’s Chapter 11 protection filing. 16