What changed in this filing

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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-31 · 193 added, 288 removed, 542 unchanged (47% of the section changed)

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

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

Uncertainties related to the

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

ability to forecast its financial performance.

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

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

We have had clients implement vaccine mandates which

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

In some cases, we are able to backfill

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

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

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

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

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

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

its impact, among others.

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

demand for staffing services has been and will be significantly affected

by general economic conditions.

The trend of companies allowing remote workers has negatively impacted the media staffing business because

some companies have elected not to bring back the worker count it had pre-pandemic.

Also, pandemic related vaccine mandates maintained

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

In some cases, we are

able to backfill the post and in some we may not have the opportunity.

When we are able to backfill, there are still gaps in the period

of revenue generation until a selection is made and a start date is determined.

The extent to which the coronavirus impacts our results

will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning

new strains of the virus, the severity of the coronavirus, rollout of vaccines, and federal, state and local government and client actions

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

Our executive management team continues to track COVID-19 news and developments,

including the deployment of vaccines.

RELATED TO OUR COMPANY

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Approximately

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

84.4% of common stock is owned by two (2) groups of related parties (“Vivos Group”), set forth below, however their

ownership has been the subject of an arbitration which is described in Note 2.

Directly Owned

of Common Stock

202,634,728 (1)

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the husband of Mrs.

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

(“AAA”) in New York, New York, as permitted by the Merger Agreement against Mr.

Janumpally (individually

and in her capacity as trustee of Judos Trust);

Pathuri (individually in his capacity as trustee of Igly Trust) and Federal Systems

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

and ultimately refused to participate in the arbitration.

Thereafter, Reliability petitioned the state court in New York to compel arbitration,

but this action was removed to federal court, and not granted until August 26, 2021.

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

Doki, M.D., and his affiliates and all other persons who were parties to the pending litigation previously reported in the Texas, New

York and Maryland courts and before the American Arbitration Association.

The Agreements call for the stay or dismissal of the pending

litigation, with the parties agreeing to resolve their disputes before a single arbitrator in Maryland.

The arbitration hearing commenced

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

Company is seeking damages which if granted will likely be the remedy set forth within the merger agreement which is primarily the relinquishment

in whole or in part shares of Company Common Stock received by the Respondents in connection with the Merger.

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

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

Our other shareholders

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

entities we acquire, which may be affiliated with Vivos.

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

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

or actions can harm the Company or the minority shareholders.

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

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

was summarily dismissed.

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

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

Until this dispute with Vivos is settled, we will

be unable to execute our business plan.

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

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

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

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

The Company will suffer a material

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

Party Indebtedness;

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

The case is currently

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

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

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

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

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

Maslow continues

to be a contingent obligor on certain of these debts.

For instance, in December of 2019, the Company’s executive management learned

that prior to the Merger, in January 2017, one of the Company’s related parties, on behalf of MMG, executed a guarantee of obligations

of Vivos Real Estate Holdings, LLC (“VREH”), under a mortgage loan for the purchase of the property at 22 Baltimore Rd.,

Rockville, Maryland.

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

The company learned through

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

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

LLC and Kinetic for $475.

The agreement which included $100 in legal fees Libertas was entitled to, released MMG from all claims judgements

and obligation against MMG but did not release Naveen Doki, Silvija Valleru, Judos Trust, Igly Trust, Srinivas Kalidindi, Shirisha Janumpally,

Federal Systems, Kalyan Pathuri, US IT Solutions Inc., 360 IT Professionals Inc., Alliance Micro Inc.

Vivos’ IT LLC, Vivos Global

Holdings LLC, Vivos Acquisitions LLC, or Vivos Holdings from the remaining obligation.

This debt belonged to Vivos Holdings LLC, and

the aforementioned Liquidation Agreement, (See Note 1A & Item 3) had been created as a safeguard to shelter MMG should the Vivos

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

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

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

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

Certain members of Vivos

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

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

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

liens and obligations affecting Maslow.

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

of the common stock.

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

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

securities laws, which would distract management and increase expenses.

In 2021 Maslow

paid approximately $450 in satisfaction of obligations incurred before the merger.

September 2022 MMG learned that a Vivos IT, LLC lawsuit against Second Wind Consultants (“SWC”) in May 2019 included MMG

as a plaintiff.

The lawsuit brought claims of fraud in the inducement, unjust enrichment and other monetary claims against SWC.

parties suing SWC, included Vivos IT, LLC, 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.

SWC countersued all plaintiffs on September 30, 2019, seeking to collect the balance of $403 not paid by the

This was not disclosed to Maslow Management or to Reliability before the merger closed on October 29, 2019.

has retained counsel and filed a motion to include all original parties to the SWC agreement, dated September 2018, as two of the

original parties were not in the original filings (Health Care Resources Network (“HCRN”) and Media Solutions).

SWC requested an extension to the deadline to respond to this motion but failed to respond before the extension deadline received.

The motion is under the consideration of the court at this time.

December of 2019, the Company’s executive management learned that prior to the Merger, in December 2017, one of the Company’s

related parties, on behalf of MMG, executed a guarantee of obligations of Vivos Real Estate Holdings, LLC (“VREH”), under

a mortgage loan for the purchase of the property at 22 Baltimore Rd., Rockville, Maryland.

From April 2018 until April 2020, MMG leased

this space from Vivos Real Estate.

The Company learned through mortgage holder FVCBank on March 6, 2022, that this loan was in default.

VREH filed for Chapter 11 bankruptcy in the District Court of Maryland in 2022.

FVCBank filed a motion to dismiss VREH’s bankruptcy

filing in October 2022.

Maslow filed a response supporting FVC’s motion to dismiss the bankruptcy on November 2, 2022.

was reached between FVCBank and VREH, through the bankruptcy, to stay this matter until March 31, 2023, allowing VREH the time to pay

delinquent taxes, make repairs to the building, hire a property manager and to seek a new lender to refinance the mortgage.

not been able to meet these requirements, specifically not finding a new lender.

August 24 , 2022, the Company filed a motion to modify the automatic stay in the VREH Bankruptcy case filing to allow the Arbitrator

to rule on the Company’s claims against VREH.

The Court granted the motion to modify the stay on September 16, 2022, after the

initial award by the Arbitrator.

The 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 VREH, in light of the bankruptcy court order lifting the stay.

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

there exists uncertainty as to the timing of the arbitration award this can have a future impact on the Company’s liquidity.

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

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

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

Reliability runs periodic lien checks,

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

review the post-merger events that were discovered post-merger including SWC which we became aware of in October 2022, under Related

Party Indebtedness in the section preceding this one.

These liabilities could have a material adverse effect on the Company and the value

of the common stock.

Reliability periodically runs lien checks to detect if there are any other new uncommunicated pre-existing liabilities

on the record.

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

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Company in a significant way.

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

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

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

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bid for new client projects.

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

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

During periods of economic growth, the Company

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

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

These problems can be exacerbated by the

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

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

If the Company cannot attract and retain qualified temporary and

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

be materially adversely affected.

The legal dispute with the Vivos Group has negatively impacted the Company’s ability to attract and

retain some of our top talent.

The level of uncertainty since the legal dispute began in late 2019 until the arbitration award issued

in August 2022 provided reason for concern for existing and prospective staff in remaining or joining the Company.

The ability to attract

and retain qualified employees could be impaired by improvement in economic conditions resulting in lower unemployment, increases in

compensation, or increased competition.

During periods of economic growth, the Company faces increasing competition from other staffing

companies for retaining and recruiting qualified temporary and permanent employees, which in turn leads to greater advertising and recruiting

costs and increased salary expenses.

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

with skills specific to the video production industry, which narrows the pool of available, qualified employees that the Company may

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

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

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

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

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

Many companies have invested substantial

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

our solution.

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

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

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

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

Additional concerns or considerations may also emerge in the

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

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

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

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

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

outsource their contingent staffing requirements to a third-party service provider.

Many companies have invested substantial personnel,

infrastructure and financial resources in their own internal HR organizations and therefore may be reluctant to switch to our solution.

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

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

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

or other considerations that may not always be evident.

Additional concerns or considerations may also emerge in the future.

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

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

are not successful in addressing potential clients’ concerns and convincing companies that our solution can fulfil their HR needs,

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

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

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

Demand for the services we provide are highly correlated to changes

Demand for the services we provide is highly correlated to changes

in the level of economic activity and employment.

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

late 2022 and early 2023 some of our clients have announced layoffs.

We are uncertain at this time to the extent this will affect our

business but are keeping track of customer trends.

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

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

The loss of or a substantial reduction in business of four

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

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

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

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

Goldman Sachs and Morgan Stanley.

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

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

In 2021, Goldman Sachs and Morgan Stanley exceeded

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

No other client exceeded 10% of revenues

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

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

2020, and 2019, respectively.

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

negative impact on our business and our operating results.

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

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

The loss of or a substantial reduction in business of one

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

reliance in 2022 is among four clients, whereas it has been concentrated more so in two over the past two years.

Client C increased

revenue in the 12 months ended December 31, 2022, by $1,152 compared to a year ago, and Client A and Client E’s revenue dropped

by $1,346 and $1,481, respectively, year over year.

This created greater equality among the four at 7.2% compared to 22% when comparing

the number one to number five revenue producers in 2022 compared with 2021, respectively.

Client D remained our number three customer,

but had a drop in revenue for the year ended December 31, 2022, when compared to the same period in 2021, by $510.

terms of accounts receivable balances on December 31, 2022, Client B had 33.7% compared to 17.8% for the same period 2021.

In 2021, Client

A had the greatest percentage of accounts receivable with 29.4%, which combined with Client B, represented 47.1%.

Client D comprised 22.4%

in 2022 compared to 32.9% as of December 31, 2021.

The loss of, or a substantial reduction in business from, these five customers would

have a significant negative impact on our business and our operating results.

We may not be successful in finding a client or clients

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

for a prolonged period.

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

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

A transition may create risk of errors and omissions or technical

A transition may create the risk of errors and omissions or technical

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

Company is obligated to pay certain fees and expenses .

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

are profitable.

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

The Company is generally dependent on relationships

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

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

There can be no

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

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

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

Accordingly, there can

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

successful service offerings, or significant revenues for the Company.

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

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

states and in numerous foreign countries.

Due to the wide scope of the Company’s

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

agencies and government sub-divisions.

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

and regulations or penalties for any failure to comply.

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

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

requirements.

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

requirements vs.

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

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

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

as a business.

Due to the wide scope of the Company’s operations, the Company could be

subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions.

The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure

The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations

relating to its business or industry, such as the imposition of additional licensing or tax requirements.

Failure to comply with the

legal regulations in places we do business, or the regulatory prohibition or restriction of employment services, could lead to financial

liability and regulatory action against the Company, which could significantly harm our development as a business.

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

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more competitive in cash and price paid for acquisitions;

greater resources to marketing;

greater resources to sales and marketing;

price products and services below market rates;

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Net income for the Company specifically was $386

in 2019 and $386 in 2018.

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

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

in 2018, $195 in 2019;

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

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

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

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

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

The Company hopes and expects that as its business expands,

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

Company may suffer from lack of availability of additional funds .

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

as Other Income based on eligibility for government programs.

The Company hopes and expects that as its business expands, it will enjoy

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

Company may suffer from a lack of availability of additional funds .

have ongoing needs for working capital in order to fund operations, pay costs associated with being a public company, and to continue

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There is a potential that

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

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

If additional debt is incurred, the Company

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

loss of key employees of the acquired companies;

of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration

of acquired operations and new management personnel.

potential loss of key employees of the acquired companies;

impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel.

Company may suffer from a lack of liquidity .

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

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

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

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

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

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

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

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

financial reporting;

recruitment, onboarding,

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

Currently, we rely on software provided

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

all which have made our business more efficient and effective.

However, this segmented technology is not an integrated ERP

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

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

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

formal market survey has been conducted .

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

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

No assurances can be given

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

Company relies on its factoring relationship with Gulf Coast Bank which is based on account receivable balance.

As of December 31, 2022,

Maslow could raise an additional $2,257 in cash through factoring.

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

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

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

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

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

In early 2020, this was the

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

impact on the Company.

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

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

In early 2020, this was the case when

Client A announced the cancellation of two (2) live anchor multiple hour Client B sports programs, which had an estimated $4,000 impact

on the Company.

In 2022, our client did rebid on a government contract, and it was awarded to another party.

The end customer required

a minority or disadvantaged business to own the contract, a requirement that our Company cannot meet.

The result was a loss of approximately

$130 in revenue in 2022 and a 2023 go forward revenue impact of approximately $320.

A reduction in such needs and resulting loss of clients

or placements at clients could result in a significant decrease in revenue within a short period of time that would be difficult to quickly

to retain or attract new clients.

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Our ability to achieve success in

both areas is reliant on our sales and service organization.

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

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

in an adverse impact on our revenues and profitability.

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

accordance with generally accepted accounting principles, we are required to review our goodwill and intangible assets for impairment

at least annually.

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

and thus were written off in 2021.

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

Any future write-offs

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

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

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

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

but not limited to the U.S.

Department of Labor.

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

specific laws and regulations varying among these jurisdictions.

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

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

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

on Maslow’s business.

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

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

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

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

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

finances and prospects.

No certainty can be provided as to the nature of these new regulations or their impact.

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

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

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

resulting in an adverse impact on our revenues and profitability.

Concentration

Risk of Customers

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

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

In addition, these two customers account for

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

Our business relies on relationships

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

This revenue concentration in a relatively small number of

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

those companies.

Our business relies

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

This revenue concentration in a relatively

small number of customers make us particularly dependent on factors affecting those companies.

Workforce clients Client A, Client C,

Client B, and Client D made up approximately 58.8% of our 2022 revenues.

In addition, these four customers account for approximately

87.6% of our accounts receivable as of December 31, 2022.

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

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

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

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

sell our stock.

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provided for.

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

Funding, LLC (“Libertas”).

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

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

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

for which Maslow was listed as a guarantor.

For example, in October 2022, we learned about a Vivos IT, LLC lawsuit against Second Wind Consultants (‘SWC”)

in May 2019 which included MMG as a plaintiff.

SWC is seeking to collect the balance of $403 not paid by the Vivos Group.

the Company paid $475 plus $3 in attorney fees to settle a debt owed by the Vivos Group to Libertas Funding, LLC (“Libertas”).

This settlement relieved MMG from obligation to Libertas given the Vivos Group had included MMG as a signing company to its debt in July

2018 (See Item 1).

In March 2022, Vivos Real Estate defaulted on its mortgage loan with FVCBank for which Maslow was listed as a guarantor.

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

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reporting, our credibility in the marketplace and the trading price of common stock.

addition, our management team will also have to adapt to other requirements of being a public company.

We will need to devote significant

resources to address these public company-associated requirements, including compliance programs and investor relations, as well as our

financial reporting obligations.

Complying with these rules and regulations will substantially increase our legal and financial compliance

costs and make some activities more time-consuming and costly.

Stock may not be eligible for listing on a national securities exchange .

stock is not currently listed on a national securities exchange, and we do not currently meet the initial quantitative listing standards

of a national securities exchange.

We cannot assure you that we will be able to meet the initial listing standards of any national securities

exchange, or, if we do meet such initial qualitative listing standards, that we will be able to maintain any such listing.

is currently quoted on the pink sheets OTCQB of the OTC Marketplace under the symbol of “RLBY”, and, unless and until Common

Stock is listed on a national securities exchange, we expect that it will continue to be eligible and quoted on the “pink sheets,”

to which time we are eligible to apply to the OTCQB or OTCQX.

However, in order to qualify for the OTCQB for instance, we would need

our float to be a minimum of 5% of outstanding shares to even apply for an exception.

Currently our float is under 3% of outstanding.

Until outstanding shares are increased, or sufficient number of shares registered and eligible for trade we will be unable to apply for

an exception to move to the OTCQB or OTCQX.

In those venues, however, an investor may find it difficult to obtain accurate quotations

as to the market value of Common Stock.

In addition, if we continue to fail to meet the criteria set forth in SEC regulations, various

requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited

Consequently, such regulations normally deter broker-dealers from recommending or selling common stock, which may further

affect its liquidity.

This would also make it more difficult for us to raise additional capital.

devote significant resources to address public company-associated requirements, including compliance programs as well as our financial

reporting obligations.

Complying with these rules and regulations has substantially increased our legal and financial compliance costs

and make some activities more time-consuming and costly.

Common Stock may not be eligible for listing on a national securities exchange .

Common stock is not currently listed on a national securities exchange, and we do not currently meet the initial quantitative listing

standards of a national securities exchange.

We cannot assure you that we will be able to meet the initial listing standards of any national

securities exchange, or, if we do meet such initial qualitative listing standards, that we will be able to maintain any such listing.

Our Common stock is currently quoted on the pink sheets OTC of the OTC Marketplace under the symbol of “RLBY”, and, unless

and until our Common Stock is listed on a national securities exchange, we expect that it will continue to be eligible and quoted on

the “pink sheets,” to which time we are eligible to apply to the OTCQB or OTCQX.

In order to qualify for the OTCQB for instance,

we would need our float to be a minimum of 5% of outstanding shares to even apply for an exception.

Currently our float is 9.8% of outstanding.

In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of our Common Stock.

In addition, if we continue to fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on

broker-dealers who sell our securities to persons other than established customers and accredited investors.

Consequently, such regulations

normally deter broker-dealers from recommending or selling common stock, which may further affect its liquidity.

This would also make

it more difficult for us to raise additional capital.

cannot predict whether there will be an active trading market for our common stock and the market price of our common stock may remain

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UNRESOLVED STAFF COMMENTS

Company’s headquarters and operations were moved from Rockville, Maryland to Clarksburg, Maryland effective April 30, 2020, as

the Company terminated its lease.

As of May 1st, 2020, Clarksburg, Maryland became our sole location, as the Company terminated

its lease for its office in Plymouth, Minnesota effective December 31, 2020.

Company does not have any active office leases at this time and has been operating the Company in a remote environment since April of

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

What changed 10-K

Item 1A. Risk Factors