What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-14 · 222 added, 203 removed, 283 unchanged (60% of the section changed)

3 unchanged sentences

in thousands, except per share data)

September 30,

CURRENT ASSETS

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Retention credit receivable

Other receivables

Notes receivable from related parties

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Property, plant, and equipment, net

Other intangible assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

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SHAREHOLDERS’ EQUITY

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

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

Additional paid-in capital

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in thousands, except per share data)

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Revenue earned

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Other income (expense)

Loss before income tax expense

Income (loss) before income tax expense

Income tax expense

Consolidated net loss

Consolidated net income (loss)

Net loss per share:

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in thousands, except per share data)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Revenue earned

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Loss before income tax expense

Income (loss) before income tax expense

Income tax expense

Consolidated net loss

Consolidated net income (loss)

Net loss per share:

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CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

the Six Months Ended June 30, 2023 and 2022

the Nine months Ended September 30, 2023 and 2022

in thousands, except per share data)

Balance, December 31, 2021

Balance, June 30, 2022

Balance, September 30, 2022

Balance, December 31, 2022

Balance, June 30, 2023

Balance, September 30, 2023

accompanying notes are an integral part of these statements.

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in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

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Accrued expenses

Deferred revenue

Other liabilities

Income taxes payable

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

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Net borrowing/(repayment) of line-of-credit

Advances to related parties

Net cash provided by (used in) financing activities

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in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Supplemental disclosures of cash flow information:

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

(“MMG”) in March 1992.

in March 1992.

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

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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.

The other investors who collaborated on a share swap of MMG for other

Vivos companies were Shirisha Janumpally (“Mrs.

Janumpally”) ,

2018, Vivos Holdings and several other Vivos companies engaged an investment banker who approached management of Reliability to discuss

a potential reverse merger transaction.

The other investors who collaborated on a share swap of MMG for other Vivos companies were Shirisha

Janumpally (“Mrs.

Janumpally”), wife of Dr.

Doki, and Kalyan Pathuri (“Mr.

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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”),

Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC, and Federal Systems, LLC], (collectively referred to herein as “Vivos

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 Acquisitions, LLC;

and Federal Systems, LLC, (collectively referred to herein as “Vivos

reverse merger was consummated on October 29, 2019.

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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

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in thousands, except per share data)

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

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 from Dr.

(See Note 8 for more details).

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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:

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

At that time, arbitration was agreed to

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 prevailing on their claims.

The Company was

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;

from September 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

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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

from September 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 Dr.

Doki 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;

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 in favor of the Company against Dr.

Valleru, Mrs.

Janumpally, individually and as Trustee of Judos Trust, and Mr.

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 appointing a Rehabilitative Receiver for the Company under the deadlock situation provisions of Section 11.404(a)(1)(B) of

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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.

of 1,600 shares of common stock of MMG owed by Dr.

Doki and Mrs.

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

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in thousands, except per share data)

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

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

will appoint a Rehabilitative Receiver in a Supplemental Award under Maryland law;

award in favor of MMG and against VREH under Note II in the amount of $ 835 as of September 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

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

Virginia court released the VREH confessed judgement, meaning MMG was no longer listed as a guarantor.

Subsequently,

there were two supplemental awards issued by the Arbitrator on May 17, 2023 and October 10, 2023, the latter appointing a Rehabilitative

Receiver whose primary purpose is to collect the Award, and who also has been granted specified powers as described in the 8-K released

on October 19, 2023.

October 27, 2023, the Arbitrator entered a third Supplemental Award of attorneys’ fees and expenses in favor of Reliability,

Incorporated., individually and as agent for Maslow Media Group, Inc.;

management and certain other named persons and parties

against Naveen Doki;

Silvija Valleru;

Shirisha Janumpally, individually and as Trustee of Judos Trust;

and Kaylan Pathuri,

individually and as Trustee of Igly Trust, jointly and severally, in the amount of $1,209 (See Note 10).

Additionally,

the Arbitrator stated the actual amounts of interest that would be due will depend on when and how much is collected by the Rehabilitative

Receiver on each award and will leave the determination of such interest to the Rehabilitative Receiver at the time that payments are

made subject to review thereof by the Arbitrator at the request of any party.

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

The arbitration award covering all bulleted items

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 September 30, 2023, the Vivos Debtor balance was $ 5,417 .

The arbitration award covering all bulleted items 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

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In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for

a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

of operations for the periods presented herein are not necessarily indicative of the results to be expected for the full year.

a fair presentation of financial position and

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

results of operations for the periods presented have been reflected herein.

The results of operations for the periods presented herein

are not necessarily indicative of the results to be expected for the full year.

further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report

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of Credit Risk

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

the nine months ended September 30, 2023, 24.6 % of revenue came from one customer, and 13.8 % from a second customer.

Combined, this totals

38.4 % of revenue.

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)

Last year, these two customers plus a third, accounted for 47.9 % of revenue for the same period ended September 30,

This year, the top five customers accounted for 61.8% of revenue versus a year ago, when the top five comprised 66.2% .

client has exceeded 10% of revenues for the nine months ended September 30, 2023 or 2022.

MANAGEMENT’S PLAN

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

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

flow forecasts showing sufficient cash and working capital for at least the next 12 months;

prospect of receiving the amounts awarded in the arbitration hearing in 2023, which include $ 5,417 in notes receivable from related

parties, plus awards for fraud, totaling $ 1,000 for contract damages, 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.

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

hire staffing organizations;

factoring line availability of up to 93 % of unfactored invoices, which as of November 1, 2023, could be converted to approximately

$ 2,468 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

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effect on its present or future consolidated financial statements.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

ACCOUNTS RECEIVABLE

receivable can be broken down as follows:

SCHEDULE OF ACCOUNTS RECEIVABLE

OF ACCOUNTS RECEIVABLE

September 30,

Accounts receivable, unfactored

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Total Accounts Receivable

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”),

which enables the Company to receive advances on its accounts receivable (i.e., invoices) through Gulf to fund growth and operations.

The proceeds of this agreement are most frequently used to pay operating costs of the business, which include employee salaries, vendor

payments, and overhead expenses.

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

Company has a factoring and security agreement with Gulf Coast Bank and Trust (“Gulf”), which enables the Company to receive

advances on its accounts receivable (i.e., invoices) through Gulf to fund growth and operations.

The proceeds of this agreement are most

frequently used to pay operating costs of the business, which include employee salaries, vendor payments, and overhead expenses.

arrangement calls for interest at prime plus 2 % and includes an advance rate of 18 basis points.

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to invoicing and reserve account balance.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

accordance with the agreement, a reserve amount is required for the total unpaid balance of all purchased accounts multiplied by a percentage

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receivables were sold with full recourse.

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 .

Proceeds from the sale of receivables were $ 0 for the three-month period ending September 30,

2023, compared to $ 3,429 for the same period ending on September 30, 2022, and $ 3,297 compared to $ 10,388 for the nine months ended September

30, 2023 and 2022, respectively.

The total outstanding balance under the recourse contract was $ 0 on September 30, 2023, compared to

$ 2,619 as of December 31, 2022.

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

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

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

and 2022 totaled $ 44 and $ 29 , respectively.

Total finance line fees for the three months ended September

30, 2023 and 2022 were $ 0 and $ 46 , respectively.

For the nine months ended September 30, 2023 and 2022, finance fees totaled $ 44 and

$ 111 , respectively.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

COMMITMENTS AND CONTINGENCIES

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All known debts disclosed to Maslow management and Reliability prior to the Merger were addressed by various safeguards such

as the Liquidation Agreement, and the Naveen Doki personal guarantee described in Item 1.

However, there were certain non-disclosures

by Vivos Holdings, LLC that are included below which are completely covered in Note 8 and Item 3 Legal Proceedings.

December 2019, the Company’s executive management learned that prior to the Merger, in January 2018, one of the Company’s

related parties, on behalf of Maslow, 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.

Maslow leased this space on market terms.

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

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

as the Liquidation Agreement, and the Naveen Doki personal guarantee.

However, there were certain non-disclosures by Vivos Holdings,

LLC that are included below.

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

included MMG as a plaintiff.

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

The five parties

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

The lawsuit related to

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

Vivos entities:

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

Inc., and US IT Solutions, Inc.

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 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,

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

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

Maslow retained Counsel and filed a motion to include all original parties to the SWC agreement, as four of the original

parties were not in the original filings (HCRN 360 IT, and US IT & Media Solutions).

On September 11, 2023, we learned our motion

was denied, however, on September 27, we filed a motion for reconsideration on grounds our counsel felt were compelling.

MMG has spent $ 55 on legal fees related to this matter.

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

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Company Common Stock are issued and outstanding.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

RELATED PARTY TRANSACTIONS

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(“Vivos/MMG Purchase Agreement”).

The promissory note was to be paid in twenty-four equal installments, including interest

at 4.5%, in the amount of approximately $15, commencing six months after closing, with the last payment on March 1, 2019 .

These payments

were paid by MMG on behalf of the Vivos Debtors.

The promissory note was to be paid in 24 equal installments, including interest at 4.5%,

in the amount of approximately $15, commencing nine months after closing, with the last payment on March 1, 2019.

These payments were

paid by MMG on behalf of the Vivos Debtors.

The Vivos Debtors subsequently entered into a promissory note receivable with MMG, described

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$ 2,503 in additional borrowings.

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

of September 30, 2023 and December 31, 2022, the receivable totaled $ 5,417 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 %

respectively.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

Company has notes receivable from Vivos Holdings, LLC and VREH, both related party affiliates due to their ownership percentage in the

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 periods allowed was made using the eligible agreement rates.

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equal consecutive payments, quarterly.

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

As of June 30, 2023, the total outstanding

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

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

As of September 30, 2023, the total

outstanding balance was $ 3,698 , which includes accrued interest receivable of $ 51 for the period.

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

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

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

of September 30, 2023, the total outstanding balance was $ 893 , which includes accrued interest receivable of $ 12 for the period.

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

Doki, pursuant to which Dr.

Naveen Doki personally guaranteed

to MMG repayment of $ 3,000 of the balance of the Promissory Note issued to Vivos Debtors on November 15, 2017, within the 2019 calendar

year via cash, stock, or other business assets acceptable to the Company.

Doki is a 5 % or greater beneficial holder of Company Common

Stock, and therefore is a related party.

Doki personally guaranteed to MMG

repayment of $ 3,000 of the balance of the Promissory Note issued to Vivos Debtors on November 15, 2017, within the 2019 calendar year

via cash, stock, or other business assets acceptable to the Company.

Doki is a 5 % or greater beneficial holder of the Company’s

Common Stock, and therefore is a related party.

of February 2020, the Company filed a lawsuit against the majority shareholder, pursuant to the personal guaranty agreement for defaulting

on the outstanding notes 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)

November 2016 and September 30, 2023, the Vivos Group borrowed an additional $ 2,547 , included in the note receivable, totaling $ 3,647 .

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

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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 .

As of September 30, 2023, the total

outstanding balance was $ 825 , which includes 2023 interest of $ 5 for the period.

Settlement Agreements

July 21, 2022, Maslow settled the obligation which Vivos Holdings, LLC had obligated Maslow to in July 2018, with Libertas Funding, LLC

and Kinetic for $ 475 .

(see Section 1A).

The $ 475 is included in the additional borrowing cited above.

July 21, 2022, Maslow settled the obligation which Vivos Holdings, LLC had obligated Maslow to a note in July 2018, with Libertas Funding,

LLC and Kinetic which a portion was paid and subsequently included in the additional borrowing cited above.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

Party Relationships

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of shares of the Company common stock 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 (see Note 1).

of Section 9.06(d) of the Merger Agreement.

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

1 unchanged sentence

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 the balance

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

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

The warrant may be exercised at any time or from time

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

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

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

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

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

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

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

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

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

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

reclassifications, extraordinary distributions and similar events, that occur following one transaction constituting a part of the Qualified

Financing and prior to one or more other transactions constituting a part of the Qualified Financing (the “Exercise Price”).

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 trigger.

BUSINESS SEGMENTS

Company operates within four industry segments:

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,

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

Direct Hire fulfills 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 September

30, 2023 and 2022, respectively:

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

Recruiting and Staffing

Video and Multimedia Production

Total Revenue

INCORPORATED AND SUBSIDIARY

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in thousands, except per share data)

BUSINESS SEGMENTS

Company operates within four

industry segments:

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, 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,

following table provides a reconciliation of revenue by reportable segment to consolidated results for the nine months ended September

30, 2023 and 2022, respectively:

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

Recruiting and Staffing

1 unchanged sentence

SUBSEQUENT EVENTS

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

Company has evaluated subsequent events through November 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:

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

October 10, 2023, the Arbitrator issued a Supplemental Award appointing Rehabilitative Receiver who is appointed to collect the Award.

October 27, 2023, the Arbitrator entered a third Supplemental Award of attorneys’ fees and expenses in favor of Reliability,

Incorporated., individually and as agent for Maslow Media Group, Inc.;

management and certain other named persons and parties

against Naveen Doki;

Silvija Valleru;

Shirisha Janumpally, individually and as Trustee of Judos Trust;

and Kaylan Pathuri,

individually and as Trustee of Igly Trust, jointly and severally, in the amount of $ 1,209 .

Additionally,

the Arbitrator stated the actual amounts of interest that would be due will depend on when and how much is collected by the Rehabilitative

Receiver on each award and will leave the determination of such interest to the Rehabilitative Receiver at the time that payments are

made subject to review thereof by the Arbitrator at the request of any party.

On November 7, 2023 MMG filed a petition to confirm the arbitration award with Montgomery County Circuit Court in

Rockville, Maryland.

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