What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 183 added, 154 removed, 303 unchanged (53% of the section changed)

7 unchanged sentences

Retention credit receivable

Other receivables

Notes receivable from related parties

15 unchanged sentences

SHAREHOLDERS’ EQUITY

Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of March 31, 2023, and as of December 31, 2022

Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of June 30, 2023 and as of December 31, 2022

Additional paid-in capital

6 unchanged sentences

in thousands, except per share data)

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Revenue earned

8 unchanged sentences

Interest expense

Other (expense)

Other income (expense)

Loss before income tax expense

1 unchanged sentence

Consolidated net loss

Net income per share:

Net loss per share:

Share used in per share computation:

1 unchanged sentence

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

in thousands, except per share data)

For the Six Months Ended June 30,

Revenue earned

Service revenue

Cost of revenue

Selling, general, and administrative expenses

Operating loss

Other income (expense)

Interest income from related parties

Interest income

Interest expense

Other income (expense)

Loss before income tax expense

Income tax expense

Consolidated net loss

Net loss per share:

Shares used in per share computation:

accompanying notes are an integral part of these statements.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

the Three Months Ended March 31, 2023 and 2022

the Six Months Ended June 30, 2023 and 2022

in thousands, except per share data)

Balance, December 31, 2021

Balance, March 31, 2022

Balance, June 30, 2022

Balance, December 31, 2022

Balance, March 31, 2023

Balance, June 30, 2023

accompanying notes are an integral part of these statements.

2 unchanged sentences

in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

5 unchanged sentences

Retention credit receivable

Other receivable

Prepaid expenses and other current assets

2 unchanged sentences

Accrued expenses

Deferred revenue

Other liabilities

8 unchanged sentences

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of year

4 unchanged sentences

in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Supplemental disclosures of cash flow information:

5 unchanged sentences

of Operations

is a leading provider of employer of record and temporary media and information technology (“IT”) staffing services

that operates, along with its wholly owned subsidiary, The Maslow Media Group, Inc (“MMG”), (collectively, “Reliability”

or the “Company”), primarily within the United States of America in four industry segments:

Employer of Record (“EOR”),

Recruiting and Staffing, Direct Placements, and Video and Multimedia Production which provides script to screen media talent.

segment provides skilled field talent on a nationwide basis for Media, IT and finance and accounting client partner projects.

Video Production

involves assembling and providing crews for special projects that can last anywhere from a week to 6 months.

is a leading provider of employer workforce management solutions that operates, along with its wholly-owned subsidiary, The Maslow

Media Group, Inc (“MMG”), (collectively, “Reliability” or the “Company”), primarily within the United

States of America in four industry segments:

Employer of Record (“EOR”), Recruiting and Staffing, Direct Placements, and

Video and Multimedia Production Services, which provides script to screen media talent.

Our Staffing segment provides skilled field talent

on a nationwide basis for Media, IT, and finance and accounting client partner projects.

Video Production involves assembling and providing

staff and/or crews with equipment for live or taped programming.

This service can be provided within client facilities or on location

across the globe and cover pre-production planning to post-production services.

was incorporated under the laws of the State of Texas in 1953, but the then principal business of the Company started in 1971 was closed

1 unchanged sentence

The Company completed a reverse merger with MMG (the “Merger”) on October 29, 2019.

Maslow founded Maslow Group initially in 1988 and incorporated the firm under the name the Maslow Media Group Inc., in March 1992.

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

Maslow founded Maslow Group initially in 1988 and incorporated the firm under the name the Maslow Media Group Inc.

(“MMG”) in March 1992.

November 9, 2016, MMG was sold to Vivos Holdings, LLC (“Vivos Holdings”), owned by Dr.

Naveen Doki (“Dr.

Doki”) and Silvija Valleru (“Ms.

2018, Vivos Holdings and several other Vivos companies, (“Vivos Group”) engaged an investment banker who approached management

and Silvija Valleru (“Ms.

2018, Vivos Holdings and several other Vivos companies engaged an investment banker who approached management

of Reliability to discuss a potential reverse merger transaction.

6 unchanged sentences

Janumpally, Mr.

Pathuri, and Mrs.

Valleru, Igly Trust, and Judos Trust also

Pathuri, Mrs.

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”),

3 unchanged sentences

approximately 84 % of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings, LLC.

October 29, 2019, MMG became a wholly owned subsidiary of Reliability by merging R-M Merger Sub, Inc., a Virginia corporation and a wholly

owned subsidiary of Reliability, with and into Maslow, with MMG being the surviving corporation.

October 29, 2019, MMG became a wholly-owned subsidiary of Reliability by merging R-M Merger Sub, Inc., a Virginia corporation and a wholly-owned subsidiary of Reliability, with and into Maslow, with MMG being the surviving corporation.

Company ceased to be a “shell” company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the

5 unchanged sentences

in thousands, except per share data)

purchasing MMG and thereafter, Vivos Holdings, LLC and their affiliates (collectively the “Vivos Group”) began borrowing

purchasing MMG and thereafter, 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

42 unchanged sentences

in thousands, except per share data)

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 has not yet been determined.

through counsel, has reached out to the Arbitrator to inquire about when a final award may be expected.

May 17, 2023, the Arbitrator issued an Amended and Supplemental Arbitration Award (the “Amended Award”) which included

the following:

Arbitrator will appoint a rehabilitative receiver under Maryland law in a Supplemental Award Appointing Rehabilitative Receiver;

award in favor of MMG and against VREH under Note II in the amount of $ 835,156 as of June 30, 2022, with interest thereafter at the

rate of 5.5 % per year;

the loss sustained by Reliability, Inc.

in fraud damages (Award 6) is the same as the loss sustained by Reliability, Inc.’s

wholly-owned subsidiary, Maslow Media Group, Inc., in the nonpayment of Notes I, II, and the Personal Guaranty (Awards 1, 2, and

4), there can be only one recovery.

May 31, 2023, the Arbitrator appointed a Rehabilitative Receiver in the above case, an assignment which the appointee accepted.

await the Supplemental Order Appointing the Rehabilitative Receiver.

June 16, 2023, we learned that the principal amount due on 22 Baltimore Road had been satisfied via sale and thus the Fairfax, Virginia

court released the VREH confessed judgement;

meaning MMG was no longer listed as a guarantor.

July 21, 2023, MMG filed a petition for attorneys’ fees, as requested by the Arbitrator.

The Arbitrator set the following remaining

schedule for submitting petitions for attorneys’ fees:

Vivos Holdings, LLC response on August 21, 2023 and our reply on September

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 March 31, 2023, the Vivos Debtor (“Vivos Debtor”) balance was $ 5,327 .

of June 30, 2023, the Vivos Debtor (“Vivos Debtor”) balance was $ 5,348 .

The arbitration award covering all bulleted items

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

above currently totals $ 6,348 independent of legal fees, interest, and other fees (see Note 2 below).

This amount represents a reduction

in earlier estimates as a result of the clarifications issued by the Arbitrator in the Amended Award on May 17, 2023.

of presentation

12 unchanged sentences

of Credit Risk

the three months ended March 31, 2023, 25.2 % of revenue came from one customer, and 12.6 % from a second customer.

the six months ended June 30, 2023, 24.5 % of revenue came from one customer, and 13.6 % from a second customer.

Combined, this totals

38.1 % of revenue.

Last year these two companies plus a third, accounted for 46.7 % of revenue for the same period ended March 31, 2022.

No other client has exceeded 10% of revenues for the three months ended March 31, 2023, or 2022.

Last year, these two customers plus a third, accounted for 48.6 % of revenue for the same period ended June 30, 2022.

This year, the top five customers accounted for 60.6% of revenue versus a year ago, when the top five landed on 63.5% .

No other client has

exceeded 10% of revenues for the six months ended June 30, 2023 or 2022.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

MANAGEMENT’S PLAN

2 unchanged sentences

The factors impacting this view include, but are not limited to, the

flow forecasts showing sufficient cash and working capital 52 weeks from April 23, 2023;

prospect of receiving the amounts awarded in the arbitration hearing in 2023, which include

the $ 5,327 in notes receivable from related parties, plus awards for fraud totaling $ 4,327 ,

contract damages of $ 1,000 , and additional interest, and legal fees, after the receiver is

anticipated reduction in legal fees;

of a new Vice President of Sales recently hired with experience and success in managing contingent

and direct hire staffing organizations;

Company has additional availability to use its factoring line to extend borrowings of up

to 93 % of unfactored invoices which as of May 1, 2023, was $ 2,041 .

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

flow forecasts showing sufficient cash and working capital for at least 12 months from July 23, 2023;

prospect of receiving the amounts awarded in the arbitration hearing in 2023, which include the $ 5,348 in notes receivable from related

parties, plus awards for fraud, totaling $ 1,000 for contract damages, and additional interest, and legal fees, after the supplemental

award is finalized;

reduction in legal fees associated with Vivos Matter year to date at $ 460 plus future savings compared to a year ago;

sales plan implementation by our recently hired Vice President of Sales who has experience and success in managing contingent and

direct hire staffing organizations;

Company has additional availability to use its factoring line to extend borrowings of up to 93 % of unfactored invoices, which as of

August 1, 2023, could be converted to approximately $ 2,347 in cash.

a result of the foregoing, the Company believes that it has sufficient cash to meet its financial obligations for the next 12 months

11 unchanged sentences

Total Accounts Receivable

of March 31, 2023, the Company’s overall tax liability was $ 5 compared to $ 688 at end of same period in 2022 and $ 6 as of December

of June 30, 2023, the Company’s overall tax liability was $ 5 compared to $ 6 on December 31, 2022.

Company is in a factoring and security agreement with Gulf Coast Bank and Trust (“Gulf”),

13 unchanged sentences

equal to the difference between one hundred percent and the advanced rate percentage.

As of May 1, 2023, the required amount was 10 % .

As of August 1, 2023, the required amount was 10 %.

Any excess of the reserve amount is paid to the Company as requested.

2 unchanged sentences

receivables were sold with full recourse.

Proceeds from the sale of receivables were $ 2,971 for the three-month period ending March 31,

2023, compared to $ 2,811 for the same period ending on March 31, 2022.

The total outstanding balance under the recourse contract was

$ 924 on March 31, 2023, compared to $ 2,619 as of December 31, 2022, and $ 1,590 on March 31, 2022.

Proceeds from the sale of receivables were $ 681 for the three-month period ending June 30,

2023, compared to $ 4,149 for the same period ending on June 30, 2022, and $ 3,297 compared to $ 6,960

for the six months ended June 30, 2023 and 2022 .

The total outstanding balance under the recourse contract was $ 82 on June 30,

2023, compared to $ 2,619 as of December 31, 2022 and $ 2,725 on June 30, 2022 .

factoring facility is collateralized by substantially all the assets of the Company.

1 unchanged sentence

that the Company repurchase the receivable or debit the reserve account.

Total finance line fees for the three months ended March 31,

Total finance line fees for the six months ended June 30, 2023

and 2022 totaled $ 44 and $ 29 , respectively.

11 unchanged sentences

This obligation had not been included in Maslow’s consolidated financial statements and was not separately disclosed prior to the

March 3, 2022, Maslow received a notice of default, acceleration, and demand for payment-in-full from FVCBank due to incurable events

of default on behalf of Borrower, VREH.

Per the default notice, “As of March 2, 2022, the total indebtedness due and owing under

the Loan (the ‘‘Debt’’) is $ 1,743 consisting of an unpaid principal balance in the amount of $ 1,703 accrued and

unpaid interest in the amount of $ 7 , deferred payments in the amount of $ 20 and late fees in the amount of $ 12 plus prepayment penalties

and attorneys’ fees, costs and expenses,” less setoff fees of $ 16 .

Maslow may have grounds to contest it being a guarantor

July 12, 2022, MMG was advised that a foreclosure sale of the 22 Baltimore Road property was scheduled to take place on August 4, 2022,

at Montgomery County Circuit Court in Rockville, Maryland.

It was subsequently cancelled after VREH filed for bankruptcy on August 2,

August 2, 2022, VREH filed for Chapter 11 bankruptcy in the District Court of Maryland.

filed a Motion to Vacate Confessed Judgment entered against it by FVC Bank in the Circuit Court for Fairfax County.

November 17, 2022, FVC Bank and VREH entered into a Stipulation and Consent Order through the bankruptcy court that provides VREH to

pay back taxes and interest, hire a new property manager and make repairs to the building, and work on a plan to refinance or sell the

This automatic stay to the bankruptcy proceeding provides VREH until April 15 th , 2023, to either refinance or sell

the building to prevent FVC Bank from foreclosing on the property and commencing action to sell the property.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

April 2023, VREH and FVC Bank negotiated through the bankruptcy court a revised Stipulation and Consent Order.

VREH has so far met the

requirements of the new order which included paying down the liability owed to FVC Bank by $ 350,000 .

VREH is working towards obtaining

a commitment letter from a lender so that one of their affiliated entities can purchase the building by June 1 st , 2023.

Company continues to dispute its placement as a guarantor on the mortgage associated with FVC Bank and is working to mitigate any liability

associated with VREH’s default on the mortgage.

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

MMG as a plaintiff.

challenged this obligation and included the lack of disclosure in its arbitration complaint.

This matter was finally resolved on June

16, 2023 with the sale of the building by VREH, which relieved MMG of any further obligation in regard to the building’s mortgage.

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

included MMG as a plaintiff.

The lawsuit included claims of fraud in inducement and unjust enrichment against SWC.

The five parties suing SWC,

included Vivos LLC, The Maslow Media Group, Suresh Venkat Doki, Naveen Doki and Silvija Valleru.

The lawsuit related to a debt restructuring

services agreement secured by Suresh Doki, Naveen Doki and Silvija Valleru to assist the following then owned Vivos entities:

Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc.

and US IT Solutions,

SWC countersued all plaintiffs on September 30th, 2019, seeking to collect the balance of $ 402,500 not paid by the Vivos Group.

These suits were not disclosed to Maslow management or to Reliability before the Merger closed on October 29, 2019.

MMG is weighing its

legal options at this time.

The Company filed a motion in January 2023 to include all original parties to the SWC Agreement.

has not yet issued its ruling on the motion filed.

The five parties

suing SWC, included Vivos LLC, The Maslow Media Group, Suresh Venkat Doki, Naveen Doki, and Silvija Valleru.

The lawsuit related to

a debt restructuring services agreement secured by Suresh Doki, Naveen Doki and Silvija Valleru to assist the following then owned

Vivos entities:

Maslow Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals,

Inc., and US IT Solutions, Inc.

SWC countersued all plaintiffs on September 30, 2019, seeking to collect the balance of $ 402,500

not paid by the Vivos Group.

These suits were not disclosed to Maslow management or to Reliability before the Merger closed on

October 29, 2019.

MMG continues to weigh its legal options.

The Company filed a motion in January 2023 to include

all original parties to the SWC Agreement.

The court has not yet issued its ruling on the motion filed.

the present time, the Company is uncertain as to whether any of the above items will have a material impact on their consolidated financial

2 unchanged sentences

Company Common Stock are issued and outstanding.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

RELATED PARTY TRANSACTIONS

12 unchanged sentences

$ 2,503 in additional borrowings.

of March 31, 2023, and December 31, 2022, the receivable totaled $ 5,327 and $ 5,251 , respectively.

of June 30, 2023 and December 31, 2022, the receivable totaled $ 5,348 and $ 5,251 , respectively.

This is not inclusive of the additional

amounts awarded in the arbitration.

Company has notes receivable from Vivos Holdings, LLC and VREH, a member of Vivos Group, both related party affiliates due to their ownership

percentage in the Company.

Per Code of Virginia the legal rate of interest shall be implied when there is an obligation to pay interest

and no express contract to pay interest at a specified rate.

However, it was determined in 2021 that the two notes had clauses capping

the default interest at 4.5 % and 5.5 % respectively.

The rate adjustment for the allowed periods was made using the eligible agreement

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

Company has notes receivable from Vivos Holdings, LLC and VREH, a member of Vivos Group, both related party affiliates due to their

ownership percentage in the Company.

Per Code of Virginia the legal rate of interest shall be implied when there is an obligation to

pay interest and no express contract to pay interest at a specified rate.

However, it was determined in 2021 that the two notes had

clauses capping the default interest at 4.5 %

respectively.

The rate adjustment for the periods allowed was made using the eligible agreement rates.

connection with the Vivos/MMG Purchase Agreement, on November 15, 2016, MMG executed a promissory note receivable with Vivos Holdings,

5 unchanged sentences

Principal plus any unpaid interest is due September 20, 2023.

As of December 31, 2022, the total

outstanding balance was $ 3,585 which includes accrued interest receivable of $ 168 .

As of June 30, 2023, the total outstanding

balance was $ 3,647 , which includes accrued interest receivable of $ 63 for the period.

November 15, 2017, MMG executed an intercompany promissory note receivable with VREH in the amount of $ 772 .

1 unchanged sentence

During the first loan period, interest accrued monthly and a new loan amount of $ 781 was subject to a second loan period.

of March 31, 2023, the total outstanding balance was $ 868 which includes accrued interest receivable of $ 14 for the period ending March

of June 30, 2023, the total outstanding balance was $ 881 , which includes accrued interest receivable of $ 24 for the period.

June 12, 2019, MMG entered into a Personal Guaranty agreement with Dr.

7 unchanged sentences

on the outstanding notes receivable.

the period between November 2016 and March 31, 2023, the Vivos Group borrowed an additional $ 2,547 .

which is included in the note receivable

Between November 2016 and June 30, 2023, the Vivos Group borrowed an additional $ 2,547 , included in the note receivable,

totaling $ 3,647 .

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

September 5, 2019, MMG entered into a Secured Promissory Note agreement with Vivos, pursuant to which MMG issued a secured promissory

3 unchanged sentences

Upon an event of default,

has occurred, MMG has the right to declare the entire unpaid balance of the note due and payable.

The note was secured by 30,000,000

shares of Company Common Stock, was due and payable upon a default by Vivos.

In addition, both Naveen Doki and Silvija Valleru personally

guaranteed the repayment of the note by the Vivos Group.

Naveen Doki and Silvija Valleru were beneficial owners of Vivos and are also

5 % or greater beneficial owners of Company Common Stock, which is qualified by the Merger Arbitration complaint.

As of March 31, 2023,

the total outstanding balance was $ 869 , which includes 2023 interest of $ 12 .

MMG has the right to declare the entire unpaid balance of the note due and payable.

The note was secured by 30,000,000 shares of Company

Common Stock, was due and payable upon a default by Vivos.

In addition, both Naveen Doki and Silvija Valleru personally guaranteed the

repayment of the note by the Vivos Group.

Naveen Doki and Silvija Valleru were beneficial owners of Vivos and are also 5 % or greater

beneficial owners of Company Common Stock, which is qualified by the Merger Arbitration complaint.

As of June 30, 2023, the total outstanding

balance was $ 820 , which includes 2023 interest of $ 10 .

Settlement Agreements

10 unchanged sentences

of Section 9.06(d) of the Merger Agreement (see Note 1).

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

2019, the Company entered into transactions with two executive officers, Nick Tsahalis and Mark Speck, of the Company, resulting in the

issuance of warrants to purchase 163,232 shares each of common stock.

The term “warrant” herein refers to warrants issued by MMG and assumed by the Company as a result of the Merger.

all Warrants are the same other than as to the number of shares covered thereby.

The Warrant may be exercised at any time or from time

to time during the period commencing at 10:00 a.m.

Eastern time on first business day following the completion of the Qualified Financing

(as defined below) and expiring at 5:00 p.m.

Eastern time on the fifth annual anniversary thereof (the “Exercise Period”).

For purposes herein, a “Qualified Financing” means the issuance by the Company, other than certain excluded issuances of

shares of Common Stock, in one transaction or series of related transactions, which transaction(s) result in aggregate gross proceeds

actually received by the Company of at least $ 5,000 .

The exercise price per full share of the Company common stock shall be 120 % of the

average sale price of the Company common stock across all transactions constituting a part of the Qualified Financing, with equitable

adjustments being made for any splits, combinations or dividends relating to the Company common stock, or combinations, recapitalization,

reclassifications, extraordinary distributions and similar events, that occur following

transaction constituting a part of the Qualified Financing and prior to one or more other transactions constituting a part of the Qualified

term “warrant” herein refers to warrants issued by MMG and assumed by the Company as a result of the Merger.

of all warrants are the same other than as to the number of shares covered thereby.

The warrant may be exercised at any time or from

time to time during the period commencing at 10:00 a.m.

Eastern time on first business day following the completion of the Qualified

Financing (as defined below) and expiring at 5:00 p.m.

Eastern time on the fifth annual anniversary thereof (the “Exercise

For purposes herein, a “Qualified Financing” means the issuance by the Company, other than certain

excluded issuances of shares of Common Stock, in one transaction or series of related transactions, which transaction(s) result in

aggregate gross proceeds actually received by the Company of at least $ 5,000 .

The exercise price per full share of the Company common stock shall be 120 %

of the average sale price of the Company common stock across all transactions constituting a part of the Qualified Financing, with

equitable adjustments being made for any splits, combinations or dividends relating to the Company common stock, or combinations,

recapitalization, reclassifications, extraordinary distributions and similar events, that occur following one transaction

constituting a part of the Qualified Financing and prior to one or more other transactions constituting a part of the Qualified

Financing (the “Exercise Price”).

Convertible note warrants were not valued and included as liability on balance sheet because

of uncertainty around their pricing, value and low probability at this juncture in receiving the $ 5,000 trigger.

Convertible note warrants were not valued and included as liability on the balance

sheet because of uncertainty around their pricing, value, and low probability at this juncture in receiving the $ 5,000

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

BUSINESS SEGMENTS

2 unchanged sentences

EOR, Recruiting and Staffing, Direct Hire, and Video Production.

The EOR segment

provides media field talent to a host of large corporate customers in all 50 states.

The Recruiting and Staffing segment provides

skilled Media and IT field talent on a nationwide basis for customers in a myriad of industries.

Direct Hire fulfils direct

placement requests by MMG clients for a wide variety of posts, including administrative, media and IT professionals.

The Video and

Multimedia Production segment provides Script to Screen services for corporate, government and non-profit clients,

following table provides a reconciliation of revenue by reportable segment to consolidated results for the three months ended March 31,

The EOR segment provides media field talent to a

host of large corporate customers in all 50 states.

The Recruiting and Staffing segment provides skilled Media, IT, accounting and

finance, human resources (HR) and general administrative talent on a nationwide basis for customers in a myriad of industries.

Direct Hire fulfils direct placement requests by MMG clients for a wide variety of posts, including administrative, media, and IT

professionals.

The Video and Multimedia Production segment provides script-to-screen services for corporate, government, and

non-profit clients, globally.

following table provides a reconciliation of revenue by reportable segment to consolidated results for the three months ended June 30,

2023 and 2022, respectively:

the three months ended March 31:

SCHEDULE OF RECONCILIATION OF REVENUE AND OPERATING INCOME BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS

2 unchanged sentences

SUBSEQUENT EVENTS

Company has evaluated subsequent events through May 10, 2023, the date on which the unaudited condensed consolidated financial statements

Company has evaluated subsequent events through August 14, 2023, the date on which the unaudited condensed consolidated financial statements

were available to be issued.

1 unchanged sentence

would require recognition in or disclosures in the accompanying unaudited condensed consolidated financial statements, except as follows:

April 29, 2023, the Company received a check from the IRS for $ 1,203 covering its second quarter ERC claim which at the end of March

31, 2023, was posted as receivable (Item 1) for $ 1,226 including accrued interest.

July 21, 2023, MMG filed a petition for attorneys’ fees, as requested by the Arbitrator.

The Arbitrator set the following remaining

schedule for submitting petitions for attorneys’ fees:

Vivos Holdings, LLC response on August 21, 2023 and our reply on September

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-Q

Item 1. Financial Statements