What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-31 · 223 added, 277 removed, 151 unchanged (77% of the section changed)

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The Company’s clients are in diverse industries

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

and chain restaurants.

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

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

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

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

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

Maslow was later incorporated in Virginia in 1992 and changed

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

Maslow’s initial business consisted of providing “script

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

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

and staffing services.

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

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

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

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

Maslow was later incorporated in Virginia in

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

Maslow’s initial business consisted of providing

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

and multimedia outlets.

Over time, Maslow expanded its product offerings, adding workforce management solutions, such as Employer of

Record (“EOR”), recruiting and staffing services.

As Maslow grew, it expanded its geographic footprint by acquiring clients

outside of the Washington D.C.

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

Doki”) and Silvija Valleru (“Ms.

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other Vivos companies were Shirisha Janumpally (“Mrs.

Janumpally”) ,

Janumpally”), wife of Dr.

Doki, and Kalyan Pathuri (“Mr.

Pathuri”), husband of Silvija Valleru.

4 individuals, Mr, Doki, Mrs.

husband of Silvija Valleru.

individuals included but were not limited to Dr.

Janumpally, Mr.

Pathuri, and Mrs, Valleru also have common ownership combinations in a number of

other entities [Vivos Holdings, LLC.

Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions,

LLC., and Federal Systems, LLC], (collectively referred to herein as “Vivos Group”).

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

reverse merger was consummated on October 29, 2019.

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in control” of Reliability.

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

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

from Vivos Holdings, Inc.

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

or about February 25, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland

against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Mr.

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

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

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

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

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

Maslow and Reliability.

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

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

Additionally, the Vivos Group declined to honor a number

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

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

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

in Reliability for the Vivos group.

December 23, 2020, at a hearing in the Maryland Circuit Court of Montgomery County, Maryland, a motion by the Vivos Group to compel a

shareholder meeting was summarily dismissed.

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

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

However, the deadline to pursue the appeal lapsed absent additional

filings by the Vivos Group.

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

LLC and Kinetic for $475.

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

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

(See Section 1A).

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

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

the American Arbitration Association.

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

to resolve their disputes before a single arbitrator in Maryland.

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

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

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

We anticipate an arbitration decision by July 7, 2022.

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

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

(See Note 12 for more details).

Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC, and Mr.

Doki are collectively

b referred to as “Vivos Debtors.”

attempted collection of the guarantee and debt from the Vivos Group set off a chain of legal events culminating in an arbitration hearing

and award in 2022.

(See below and Item 3 for complete summary).

We refer below to the disputes between Reliability and the Vivos Group

as the “Vivos Matter.”

series of legal actions and hearings took place starting in March of 2020 through September of 2021.

At that time, Arbitration was agreed

by both the Vivos Group and MMG, The proceedings began in February 2022 and were completed in March 2022.

August 31, 2022, the Arbitrator issued an award (the “Award”) with the Company and MMG prevailing on their claims.

and MMG were awarded the following:

award in favor of MMG against Vivos Holdings LLC under Note I (as defined in the Award) in the amount of $3,458, with interest thereon

from June 30, 2022, at the rate of 4.5% per year;

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;

award in favor of MMG against Vivos Holdings, LLC under Note III (as defined in the Award) in the amount of $800, 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;

award in favor of MMG against Naveen under the Personal Guaranty (as defined in the Award) in the amount of $2,309, 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, to be satisfied by the transfer of their shares of the Company common stock to the Company equal in value to $1,000, valued as of the date of the Award, in accordance with the provisions of Section 9.06(d) of the Merger Agreement;

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, 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’

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

relief in favor of the Company and its officers and directors.

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.

parties submitted material for clarification of the Award on March 7, 2023, and March 20, 2023, which included proposed language for

an award to be entered against Vivos Real Estate Holdings, LLC (“VREH”), in light of the bankruptcy court order lifting the

stay that pertains to VREH, which filed a petition in bankruptcy court.

The date of a final award is unknown.

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.

of December 31, 2022, the Vivos Debtor balance was $5,251.

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

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

The arbitration award covering all bulleted items above currently totals

$9,585, independent of legal fees, interest, and other fees.

of March 31, 2023, there were 300,000,000 shares of the Company’s common stock, no par value per share (the “Company Common

Stock,” or “Common Stock”) outstanding.

of March 26, 2023, we had 22 team members (staff employees) at our Clarksburg, MD corporate and remote locations.

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

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

During the fiscal

year ended 2022, we assigned approximately 1,200 field talent workers of which 244 were deemed full time equivalent (FTE) throughout

of December 31, 2022, 794 active field talent workers and Maslow staff employees had been employed over the past 6 months.

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To date we have not experienced any material labor disruptions.

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

employees being slashed.

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

of Record (“EOR”)

EOR product is a unique outsourced managed workforce solution.

The costs and compliance obligations relating to the employment of contingent

or permanent workers are borne by Maslow.

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

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

This arrangement also obviates the

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

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

Maslow’s EOR product is a unique outsourced

managed workforce solution.

The costs and compliance obligations relating to the employment of contingent workers are borne by Maslow.

These workers are Maslow employees.

The client is responsible for maintaining its workplace, but all administrative roles and responsibilities

are administered by Maslow.

This arrangement provides our clients compliance and legal protection as our expert staff takes responsibility

for properly classifying and onboarding employees or independent contractors.

Misclassifying an employee as an independent contractor

can result in significant costs to the client.

EOR services offered by Maslow consist of the following principal activities;

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claims administration

site workforce management

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

In the PEO model, the workers are employees

of the PEO’s client.

EORs differ from PEOs in that the EOR;

the employer of the customer’s worker;

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

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

provided to customers;

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

maintain a single service agreement with the EOR;

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

all issues arising from employment contracts;

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

package to their employees.

on site workforce management

Recruiting/Staffing

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

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

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

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

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Short-term staffing services assist employers in dealing with employee demands caused by such factors as seasonality,

fluctuations in demand for their products and services, vacations, illnesses, parental leave, and special projects, without incurring

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

More and more

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

The use of short-term staffing services allows

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

fluctuations in demand for their products and services, vacations, illnesses, parental leave, and special projects.

This benefits organizations

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

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

The use of short-term staffing services

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

costs to a variable expense.

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

We offer our clients

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

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

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

This manager then has responsibility

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

place of business.

staffing services place workers with clients for assignments lasting from as little as one day up to an indefinite period of time.

offer our clients several levels of staffing services:

freelance, contract, temp to hire, direct hire or managed services.

services solution includes building or assuming an existing team and placing an onsite manager, or managers, to help manage the team.

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

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

Near-term strategy to identify exclusive contractual

engagements will further strengthen the stability of this revenue stream.

2022, we began focusing on the placement of full-time equivalent employees on a contingency fee basis as a stand-alone practice.

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

Results of Operations.

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

1099 costs for the direct hire/permanent placement.

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

of Operations.

Direct Hire, previously titled “Permanent Placement,” margins are much higher than temporary staffing and

EOR in that we do not bear employee or 1099 costs for the direct hire placement.

The only cost of revenue assigned is the relational

use of recruiting software subscriptions.

Video/Multimedia

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

and non-profit clients.

continues to be a provider of multimedia and video production solutions for corporate, government and broadcast clients.

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

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

Our network includes freelance talent across the

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

provides, among others, the following production services;

pre-Production

conceptualization of final video deliverable;

conceptualization of final video deliverables;

consultation from scriptwriting to site scouting;

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

Maslow provides IT staff augmentation for software developers,

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

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

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

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

Our team members are typically full-time

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

We normally provide talent with skill sets that perform

these types of roles:

Maslow provides IT staff augmentation solutions placing top

industry professionals at our customers in a myriad of industries.

team members are typically full-time employees that have established themselves as leaders in their chosen field.

Some examples of positions

that we recruit for, and place include:

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

Engineer (“QE”) and

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

As a partner, we provide expertise and technology

to help companies achieve their optimal growth and profitability by securing the right talent at the right time.

We also offer integrated

workforce solutions as a managed service to give companies even more valuable resource options.

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

IQS provides ongoing training for our managed

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

Clients who have partnered for managed Human Resource operations

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

dedicated recruiting project teams provide:

Search/Recruiting

Staffing/On-boarding

Administration

Administration (where applicable)

Compensation Claims

Workforce Management

Law Requirements and

Employee Registration.

operates within the workforce management industry.

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

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

operates within the workforce management and production services industry.

The services Maslow provides (managed services, employer of

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

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

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

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

to staffing businesses include:

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

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

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

It is estimated that the 2022 U.S.

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

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

Staffing Industry Analysts’ (SIA) 2022 North America Staffing Company

Survey, the 2022 trends expected to have the greatest impact to staffing businesses in 2023 and beyond include:

remote work, which continues

to be considered a boon to operations with 20% of temps and 50% of internal staff working remote in 2022 and acquisition multiples hitting

new highs on EBITDA.

Wage and hourly pay and working time compliance;

workers’ compensation, health and safety claims;

privacy laws were most frequently cited as top compliance concerns with California, considered far and away the most challenging

given their aggressive regulatory stance.

temporary staffing industry is large and highly fragmented with thousands

of competing companies.

It was estimated that the 2022 U.S.

temporary staffing market was $185.5 billion according to SIA up from the

pre-pandemic market size of $152.8 billion in 2019.

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

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was experiencing increased demand in relation to total job growth.

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

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

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

report difficulty filling jobs.

SIA cites the by Manpower Group report which states;

“the US has been

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

A crisis that might not be leaving soon.

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

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

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

more empathetic and, thankfully, facing more demand.

This should be a good year.”

state has their own set of employment laws and regulations.

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

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

For example, California

adopted eleven new employment laws for 2020.

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

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

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

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

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

No certainty can be provided as to

the nature of new regulations or their impact.

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

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

if conditions warrant.

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

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

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

But in 2021, Goldman Sachs revenue

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

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

This closely compares to it representing

28.8% in 2020.

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

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

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

resulted in a more egalitarian client mix.

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

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

No other client exceeded 10% of revenues.

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

In 2022, staffing revenue returned to 2019 levels with an expectation of a 2.2% growth in 2023.

to SIA the US staffing industry grew 28% in 2022.

Headwinds, however, are

slowing the growth rate as SIA predicts the US staffing industry will likely experience a more subdued macroeconomic environment with

GDP growth decelerating to 2.2%.

The culprits are rising interest rates, continued supply chain problems, slow wage inflation, and disruptions

and sanctions related to the war in Ukraine.

SIA’s Staffing Trends 2023, published January 19, 2023, there are reasons for staffing firms to be optimistic in 2023.

forms of labor like temporary staffing proved to be a valuable hedge in an extremely volatile and rapidly changing business environment.

Staffing Industry Analysts’ data continues to suggest that organizations are increasingly receptive to proactively using contingent

workers as part of their workforce mix.” SIA predicts 2023 will be inverse to 2022 in that the second half will be stronger than

complexity of keeping up with this regulatory compliance landscape, particularly for smaller employers and companies requiring workers

in multiple states, has provided greater opportunity for EOR solutions.

For example, California adopted eleven new employment laws in

Additionally in 2022, Maryland and Maine became the latest states to enact paid family and medical leave legislations.

deductions in the state of Maryland are set to begin on October 1 st , 2023.

the largest portion of our business has come from two clients, Client

AA (Client A inclusive of its Client B division) and Client D.

But in 2022, Client C became the number one contributor to revenue with

$5,052, which was a 29.5% improvement over 2021 performance.

Client A and Client B (previously Client AA), split from being under a single

contract, with Client B coming in second in 2022 with $3,693, Client D third at $3,309, and Client A fourth at $3,075.

terms of revenue contribution, Client C represented 19.6% of our 2022 revenue compared with 14.9% in 2021, Client B represented

14.4% of 2022 revenue compared with 11% as standalone in 2021, Client D delivered 12.9% of 2022 revenue compared with 14.5% in 2021,

while Client A contributed 12% of revenue vs.

16.8% in 2021, and Client E pitched in 5.3% of our 2022 revenue compared with 10.9% in

other client exceeded 10% of revenues.

looking at Client B and Client A as if combined as they had been for the last three years, its 2022 contribution was 26.3%

compared to 28.5% in 2021, 28.7% in 2020, and 37.5% in 2019.

A’s drop in 2022 was related to conversions of long-term contract employees to direct hires, reducing the contingent staffing requirements

for the year.

In 2021, Client E’s revenues increased substantially due to freelance staffing and employer of record requirements

within the company’s creative division.

Client E’s decline in revenues in 2022 was due to it moving its creative business

to a non-US firm at the end of 2021.

a revenue concentration standpoint, our top five customers represented

66% of our revenue in 2022 compared to 75.9% in 2021, keeping in mind Client A and Client B (Client AA) was treated as one client in 2021.

Collectively,

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

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

balance in 2020.

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

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

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

We believe there is an opportunity to leverage this

expertise into other industries.

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

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

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

The existing pandemic may make EOR a more

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

workforce in an expeditious and low risk manner.

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

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

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

We believe that the staffing/EOR segment is

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

would make ideal acquisition targets.

Client B (33.7%), Client D (22.4%), Client C (18.5%), and Client A (13.7%) represent 87.6% of accounts receivable as of December 31,

Comparatively, Client B (15.3%), Client D (32.9%), Client C (5.5%), and Client A (25.8%) represented 79.5% in their respective

portions of our accounts receivable balance in 2021.

In 2021, we reported Client B and Client A as combined with 41.1% of accounts receivable.

Client A no longer has a controlling position of Client B.

growth strategy is a three-pronged approach with emphasis of the 1) Media Staffing market, 2) IT Staffing market, and 3) EOR expansion.

Staffing margins are healthy in the 20% range and increased by $106 from $3,033 from period ending December 31, 2021, to $3,176 in the

same period, 2022, representing 12.3% of MMG’s total revenue.

Staffing is being revisited after the IQS revenue base shrunk rapidly due to the COVID-19 pandemic which saw us lose our top acquired

client with a significant decline in revenues for the next 2 largest customers.

We are hiring seasoned staffing professionals with experience

in Media, IT and other verticals.

Our overarching goal is to have account executives who can sell all our workforce management solutions.

Our new VP of Sales brings over 20 years of staffing industry experience including lead roles at large national providers.

IT market for contracted contingent workers remains high, MMG is still keen to compete in this space and offer these services to our

existing client base.

Staffing revenue in 2022 was $3,468 compared to $3,613 in 2021.

The objective in 2023 is to increase these levels back to 2020 and beyond

by focusing sales efforts on these types of immediate needs of clients.

EOR approach is to continue to seek media-based opportunities given the transient, contingent, and part time nature of corporate media

is conducive to an EOR solution.

We believe, however, there is an opportunity to leverage this expertise into other industries.

acquisition challenge outside of media consists principally of educating prospective clients of the merits of the EOR solution over other

options, finding the unique opportunities in each industry or within a corporate client that lend itself for an EOR solution, and competition

from other providers of EOR services.

The existing pandemic may make EOR a more desirable solution to companies that are looking for

more agile ways of changing the headcount and nature of portions if not all of their workforce in an expeditious and low risk manner.

expect to explore expanding our EOR to enter new industries, particularly those that rely significantly on contractors or freelancers

to perform limited time or project-based assignments.

ensure success, we have increased and added industry expertise to our client services and recruiting teams.

Once the Vivos Matter (defined

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

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

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

We believe that the staffing/EOR segment is fragmented and while there

are several large players in the industry, there are also a significant number of smaller businesses that would make ideal acquisition

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

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

of Sales in the first quarter of 2021.

In addition, we continue to emphasize

organic growth by restructuring our sales organization that began in the fourth quarter of 2022.

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

No shares are expected to become available to the Company until

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

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

of the outstanding shares of Common Stock is approved.

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

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

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

but unissued, shares of Common Stock.

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

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

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

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

We believe that acquisitions would be not only directly

accretive, but also provide significant cross-selling opportunities.

Moreover, we can see immediate returns on these acquisitions as

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

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

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

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

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

Following the Merger, the Vivos Group which holds over 80 percent of the issued and outstanding shares of Common Stock notified the Company

that they would not approve an amendment to the Company’s Certificate of Formation to increase the number of authorized, but unissued,

shares of Common Stock.

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

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

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Additionally,

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

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

we will continue to invest in technology and process improvements and resources to grow the staffing side of our business and to ensure

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

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

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financial resources than we do.

Price competition in the staffing industry is intense.

We expect that the level of competition will remain

The high level of competition in the industry continues to put downward pressure on pricing for services

being offered.

We expect that the level of competition will remain high.

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

duration of assignments and responsiveness to requests for placement.

Because temporary employees often use more than one recruiter for

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

our ability to complete assignments of qualified workers.

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

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

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

monitoring of client satisfaction.

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

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

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

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

Competitors in the broader EOR space include, Velocity Global,

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

Direct competitors of Maslow in the staffing space include,

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

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

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

Some direct competitors of Maslow in the video production

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

and TeamPeople, a division of System One Inc.

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

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

The direct competitors listed

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

The criteria for which these companies compete are generally based

on price and service levels.

Client retention is highly predicated on being able to source quality

candidates that meet their specific requirements in a timely manner.

Although we believe we compete favorably with respect to these factors,

we expect competition to continue to increase, which may cause margin compression.

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

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

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

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

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last a defined period of time throughout the year.

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

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

We are subject to the laws and

regulations of the jurisdictions within which we operate.

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

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

compensation coverage in the event of contract termination.

Although compliance with these requirements imposes some additional financial

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

effect on our business to date.

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

seeking our services.

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

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

In the past four years, including 2022, the fourth quarter has been our busiest with

29% of our annual revenue being the average.

This is because of the fall schedule and year-end projects planned by several large clients.

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

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

What changed 10-K

Item 1. Business