What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-03-31 · 227 added, 238 removed, 136 unchanged (77% of the section changed)

Incorporated (“Reliability” or the “Company”), headquartered in Clarksburg, Maryland, through its wholly owned

subsidiary, The Maslow Media Group, Inc.

(“Maslow” or “MMG”), provides workforce solutions to its clients consisting

primarily of Employer of Record (“EOR”) services, recruiting and staffing, and video and multimedia production.

focuses on domestic clients but provides services to these clients throughout the world.

The Company’s clients are in diverse industries

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

Incorporated (“Reliability” or the “Company”), headquartered in Clarksburg, Maryland, through its wholly

owned subsidiary, The Maslow Media Group, Inc.

(“Maslow” or “MMG”), provides workforce solutions to its

clients consisting primarily of Employer of Record (“EOR”) services, Recruiting and Staffing, and Video and Multimedia

The Company focuses on domestic clients but provides services to these clients throughout the world.

The Company’s

clients are in diverse industries including media, financial services including banking, medical devices, pharmaceuticals,

telecommunications, energy, healthcare, and education.

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

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

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

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

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

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Doki”) and Silvija Valleru (“Ms.

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

of Reliability to discuss a potential reverse merger transaction.

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

other Vivos companies were Shirisha Janumpally (“Mrs.

2019, Vivos Holdings collaborated on a share swap of Maslow for other Vivos companies with individuals who included but were not limited

Doki, Shirisha Janumpally (“Mrs.

Janumpally”), wife of Dr.

Doki, and Kalyan Pathuri (“Mr.

husband of Silvija Valleru.

individuals included but were not limited to Dr.

Janumpally, Mr.

Pathuri, and Mrs.

Valleru, Igly Trust, and Judos Trust also

have common ownership combinations in a number of other entities [Vivos Holdings, LLC.

Vivos Real Estate Holdings, LLC (“VREH”),

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

reverse merger was consummated on October 29, 2019.

As a result of the Merger, the Vivos Group (Vivos Holdings LLC officially) acquired

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

October 29, 2019, Maslow 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 Maslow being the surviving corporation (the “Merger”).

The Merger is more fully described in our Current Report on Form 8-K filed on October 30, 2019.

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

“Exchange Act”) by virtue of its ownership of Maslow following the Merger.

The acquisition of Maslow also resulted in a “change

in control” of Reliability.

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

from Vivos Holdings, Inc.

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

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

monies from MMG starting with $1,400 in 2016 and by the end of 2019 the balance had reached $3,418 which included a $3,000 guarantee

(See Note 12 for more details).

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

Doki are collectively

b referred to as “Vivos Debtors.”

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

and award in 2022.

(See below and Item 3 for complete summary).

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

as the “Vivos Matter.”

Doki, Kalyan Pathuri (“Mr.

Pathuri”) husband

of Silvija Valleru, Igly Trust, and Judos Trust.

These parties also have common ownership combinations in a number of other entities

[Vivos Holdings, LLC.

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

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

reverse merger was consummated on October 29, 2019 (the “Merger”).

As a result of the Merger, the Vivos Group (Vivos Holdings

LLC officially) acquired approximately 84% of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings

October 29, 2019, Maslow became a wholly owned subsidiary of Reliability.

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.

Vivos Holdings, LLC, Vivos Real Estate

Holdings, LLC, and Mr.

Doki are collectively referred to as “Vivos Debtors.”

Additionally,

Reliability became aware of debt obligations that included MMG as a borrower or guarantor that the Vivos Group failed to disclose

to Reliability.

This and the attempted collection of the guarantee and debt from the Vivos Group set off a chain of legal events culminating

in an arbitration hearing and award in 2022.

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

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.

by both the Vivos Group and MMG.

The proceedings began in February 2022 and were completed in March 2022.

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

and MMG were awarded the following:

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

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

award as to Note II (as defined in the Award) until and at such time as the automatic stay imposed by the United States Bankruptcy

Court as a result of the filing of a petition in bankruptcy by VREH is lifted or the bankruptcy proceeding is terminated;

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

from June 30, 2022, at the rate of 2.5% per year, plus collection costs, including reasonable attorneys’ fees, incurred in

the effort to collect Note III;

award in favor of MMG against Naveen under the Personal Guaranty (as defined in the Award) in the amount of $2,309, plus interest

thereon at the rate of 6% per year from the date of the Award;

an award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee of Igly Trust, jointly and severally, for contract damages of $1,000, to be satisfied by the transfer of their shares of the Company common stock to the Company equal in value to $1,000, valued as of the date of the Award, in accordance with the provisions of Section 9.06(d) of the Merger Agreement;

award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee

of Igly Trust, jointly and severally, for fraud damages in the amount of $4,327, plus interest thereon at the rate of 6% per year

from the date of the Award, together with any out-of-pocket fees and expenses, including attorneys’ and accountants’

award appointing a rehabilitative receiver for the Company under the deadlock situation provisions of Section 11.404(a)(1)(B) of

the Texas Business Organizations Code, the primary function of which is to collect the contract and fraud damages, including costs,

expenses and fees provided in the Award, due to the Company, with matters regarding such receivership to be set forth in a supplemental

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

11.404(a)(1)(B) of the Texas Business Organizations Code provides for the appointment of a rehabilitative receiver when “the governing

persons of the entity are deadlocked in the management of the entity’s affairs, the owners or members of the entity are unable

to break the deadlock, and irreparable injury to the entity is being suffered or is threatened because of the deadlock.” With respect

to the receivership, the owners or holders of all of the shares of common stock of the Company received as a result of the conversion

of 1,600 shares of common stock of MMG owed by Naveen and Valleru under the Merger Agreement shall not be entitled to vote any of those

shares at any annual or special meeting of the shareholders of the Company during the period of the receivership.

Upon the completion

of the receiver’s primary function of collecting damages due to the Company, the receivership shall terminate and the restrictions

on the rights of the shareholders of the Company imposed by the Award shall be lifted.

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

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

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

The date of a final award is unknown.

a final resolution as to the underlying ownership and rights of certain shareholders, the Company intends to hold an annual meeting of

shareholders within a reasonable time thereafter.

included citing fraud damages.

Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally, on October

Summarily, MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest,

attorneys’ fees and expenses of $1,209 and a contract damage 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.

May 17, 2023 award also appointed a rehabilitative receiver (the “Receiver”) whose primary function is to collect the contract

and fraud damages, including costs, expenses and fees provided in the awards.

With respect to the receivership, the Vivos Group owners

or holders of all of the shares of common stock of the Company were declared 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.

December 29, 2023, the Circuit Court for Montgomery County Maryland signed orders entering all three arbitration awards as judgments

in Reliability’s case against the Vivos Group.

These orders became final on January 29, 2024, when the appeal period expired for

the defendants.

The judgments are good for 12 years and can be enrolled in other states.

Reliability has collectible judgments which

the Receiver is now eligible to pursue.

of December 31, 2023, the Vivos Debtor balance was $5,501.

The arbitration award covering all bulleted items above currently totals

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

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

The Award value in totality currently aggregates $7,710, independent of legal

fees and interest.

Upon final resolution as to the underlying ownership and rights of certain shareholders, the Company intends to hold an annual meeting

of shareholders within a reasonable time thereafter.

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

Stock,” or “Common Stock”) outstanding.

of March 25, 2024, we had 19 team members (staff employees) at our Clarksburg, MD corporate and remote locations.

During the fiscal

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

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

During the fiscal year

ended 2023, we assigned approximately 950 field talent workers of which 172 were deemed full-time equivalent (FTE) throughout the year.

of December 31, 2023, 661 active field talent workers and 21 Maslow staff employees had been employed over the past six months.

Approximately

15% of our field talent are represented by a labor union.

We are not aware of any current labor efforts or plans to formalize organize

We are not aware of any current labor efforts or plans to formalize or organize

any of our other team members or field talent.

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of Record (“EOR”)

Maslow’s EOR product is a unique outsourced

managed workforce solution.

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

EOR product is a unique outsourced managed workforce solution.

The costs and compliance obligations relating to the employment of contingent

workers are borne by Maslow.

These workers are Maslow employees.

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

are administered by Maslow.

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

for properly classifying and onboarding employees or independent contractors.

Misclassifying an employee as an independent contractor

can result in significant costs to the client.

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

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

This arrangement provides our clients compliance and legal

protection as our expert staff takes responsibility for properly classifying and onboarding employees or independent contractors.

Misclassifying

an employee as an independent contractor can result in significant costs to the client.

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

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claims administration

on site workforce management

site workforce management.

Recruiting/Staffing

has been in the staffing business for over thirty years.

During that time, Maslow has developed, and we continue to develop, a large

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

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

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

(“IQS”), a staffing firm focused

on information technology (“IT”) related industries and specializing in software testing.

IQS formerly operated out of Plymouth,

During that time, Maslow developed, and continues to develop, a large global

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

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

staffing services, however, are no longer only focused on media roles.

We are also filling contingent and direct hire positions for

our clients in the IT, Accounting and Finance, and Administrative areas.

overall temporary staffing services consist of on-demand or short-term staffing assignments, contract staffing, and on-site management

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

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

The use of short-term staffing services

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

costs to a variable expense.

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

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

The use of short-term

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

of their fixed personnel costs to a variable expense.

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

offer our clients several levels of staffing services:

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

including scheduling and logistics.

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

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2021, we began focusing on the placement of full-time equivalent employees on a contingency fee basis as a stand-alone practice.

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

of Operations.

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

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

The only cost of revenue assigned is the relational

use of recruiting software subscriptions.

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

Results of Operations.

Direct Hire, which we originally titled “Permanent Placement,” margins are much higher than

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

The only cost of revenue

which is allocated is the relational use of our recruiting software subscriptions.

Video/Multimedia

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teams and clients collaborate with our in-house, full-time Video Production Managers who bring years of experience to every project,

and who work side-by-side with the team to create the vision and story for the project.

and work side-by-side with the team to create the vision and story for the project.

In addition to human assets, Maslow sources the

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and managing of logistics for field and studio teams;

level HD camera crews and field support worldwide including makeup artists, AV support, field producers, and full equipment rental;

level high-definition camera crews and field support worldwide including makeup artists, audio visual support, field producers, and

full equipment rental;

post-production

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of fully staffed client studios.

Quality Solutions (“IQS”)

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

Maslow provides IT staff augmentation solutions placing top

industry professionals at our customers in a myriad of industries.

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

Some examples of positions

that we recruit for, and place include:

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

Engineer (“QE”) and

operates within the workforce management and production services industry.

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

These services offer client’s the

These services offer clients the

ability to rapidly match their workforce to changes in business conditions and needs.

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

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

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

remote work, which continues

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

new highs on EBITDA.

Wage and hourly pay and working time compliance;

workers’ compensation, health and safety claims;

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

given their aggressive regulatory stance.

temporary staffing industry is large and highly fragmented with thousands

of competing companies.

It was estimated that the 2022 U.S.

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

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

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

demand for temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility.

The temporary staffing industry includes several markets focusing on business needs that vary widely in duration of assignment and level

of technical specialization.

the temporary staffing market is subject to volatility based on overall economic conditions.

Historically, in periods of economic growth,

the number of companies providing temporary staffing services has increased due to low barriers to entry.

During recessionary periods,

the number of companies has decreased through consolidation, bankruptcies based on loss of key clients or material reductions of usage

by existing clients, or other events.

Prior to the onset of the COVID-19 pandemic, we had been seeing that the temporary staffing industry

was experiencing increased demand in relation to total job growth.

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

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

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

Headwinds, however, are

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

GDP growth decelerating to 2.2%.

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

and sanctions related to the war in Ukraine.

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

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

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

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

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

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

For example, California adopted eleven new employment laws in

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

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

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

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

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

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

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

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

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

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

while Client A contributed 12% of revenue vs.

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

other client exceeded 10% of revenues.

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

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

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

for the year.

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

within the company’s creative division.

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

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

a revenue concentration standpoint, our top five customers represented

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

Business Wire’s “2024 State of Staffing Report,” the trends expected to have the greatest impact on staffing

businesses in 2024 include:

AI is transforming staffing, word of mouth drives business growth, and candidate and communication

preferences are shifting.

We believe the Gig Economy, and Emphasis on Diversity, Equity, and Inclusion (DEI) should be included

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

It was estimated that the size of the

temporary staffing industry was $201.7 billion in 2023, a decrease of 10% from 2022 after two years of post-COVID growth of

34% in 2021 and 20% in 2022.

Additionally, the US market is the largest globally with a 33% share.

In 2024, the SIA is projecting that

the US market will be worth $207.2 billion, which represents approximately a 7% growth.

to the US Bureau of Labor Statistics, the US staffing market is in a healthy state with over 4 million more jobs in August 2023 than

in February 2020, up 2.7% over that time period.

The revenue increase projected for just the temporary staffing in 2024 is

Precision Global Consulting, over half of US companies are planning to increase hiring in the first half of 2024, with two-thirds of

employers planning to increase their use of contract professionals.

US Hiring Trends to Watch in 2024 are:

pay transparency, as more governmental bodies mandate it, and more job seekers already demand it.

Thus, it is likely to be a

more common requirement as more US states adopt;

A Robert Half International survey cited company growth and employee turnover as the top reasons they need to add to

an upward trajectory of US workers continue to prefer temporary or temp-to-hire roles as they are viewed as an opportunity

to test-drive employers before making a commitment to permanent employment.

Others embrace gig work to obtain scheduling flexibility;

classification:

Employers who continue to engage 1099 independent contractors long term or in a manner that is more like a w2 relationship

and online staffing platforms that provide workers to firms as 1099 independent contractors are undergoing greater scrutiny by governmental

paradigm which has not changed is staffing companies compete both to recruit and retain a supply of field talent and to attract

and retain clients to use these workers.

Client demand for temporary staffing services is dependent on the overall strength of the labor

market and trends toward greater workforce flexibility.

The temporary staffing industry includes several markets focusing on business

needs that vary widely in duration of assignment and level of technical specialization.

still, the temporary staffing market is subject to volatility based on overall economic conditions.

Historically, in periods of economic

growth, the number of companies providing temporary staffing services has increased due to low barriers to entry.

During recessionary

periods, the number of companies has decreased through consolidation, bankruptcies based on loss of key clients or material reductions

of usage by existing clients, or other events.

The factors that have an impact on the direction of the economy are high interest rates,

continued supply chain problems, inflation, economic sanctions, and unemployment rates.

of the direction of the economy, federal and state laws continue to roll out various protections for employees that involve the compliance

of their employers.

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

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

Many states have made significant changes to

their employment laws.

For example, starting on January 1, 2024, Minnesota instituted a new Earned Sick and Safe Time law which will

require employers to provide paid sick leave to Minnesota employees, while California instituted increases to its paid sick leave law.

Meanwhile, Illinois enacted paid leave for essentially all employees.

Colorado expanded its paid sick leave requirements and updated

its laws to redefine the standard for sexual harassment, adding marital status as a protected employment category.

Historically,

the largest portion of our business has come from three clients, Client A, Client C and Client D.

In 2021, those three clients accounted

for $11,970, or 45.6%, of 2021 revenue.

But over the past two years, that same level of reliance, revenue greater than $3,000 has come

from two clients, Client C and Client D, with $8,643 in revenue in 2023 accounting for 40.3% of the revenue.

In 2023, Client C became

the number one contributor to revenue with $5,395, which was a 6.8% improvement over 2022 when it produced $5,052.

terms of revenue contribution by clients representing 10% or more in revenue, Client C represented 25.1% of our 2023 revenue compared

with 19.6% in 2022.

Meanwhile, Client D pitched in 15.1% of our 2023 revenue compared with 12.9% in 2022.

other client exceeded 10% of revenues in 2023.

A, now number 4 in revenue, declined 42.9% to $1,755 as their use of outsourced media personnel decreased coupled with conversions of

long-term contract employees to direct hires.

a revenue concentration standpoint, our top five customers represented 64.3% of our revenue in 2023 compared to 66.0% in 2022.

a top 10 perspective, revenue from our top 10 clients totaled $18,526 which represents 86.4% of our revenue in 2023 compared with $22,095,

representing 85.9% of revenue in the year ending December 31, 2022.

Collectively,

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

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

portions of our accounts receivable balance in 2021.

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

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

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

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

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

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

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

We are hiring seasoned staffing professionals with experience

in Media, IT and other verticals.

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

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

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

existing client base.

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

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

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

Client D (42.2%), Client C (19.9%), and Client A (12.3%) represent 74.4% of accounts receivable as of December 31, 2023.

five clients had accounts receivable greater than 10% of the balance representing 88.3% of 2022 accounts receivable.

growth strategy has remained a three-pronged approach with emphasis of the 1) Media Staffing market, 2) Corporate and IT Staffing market,

and 3) EOR expansion.

Staffing margins are healthy in the 19.3% range with $2,751 in revenue for the period ending December 31, 2023, compared to $3,176

in the same period 2022.

This represents 12.8% of MMG’s total revenue in 2023 compared to 12.3% in 2022.

IT and Corporate Staffing business segment was combined since our clients’ staffing needs extend beyond into job areas where

we are well equipped to recruit talent.

overall Staffing revenue in 2023 was $3,098 compared to $3,468 in 2022.

The objective in 2024 is to increase these levels at a steady

linear pace, with an emphasis on the immediate needs of our existing clients and prospects.

We have access to talent across the business

spectrum, and we need to market non-media roles to our many clients who have staffing needs in other functional areas of their business.

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

is conducive to an EOR solution.

which is conducive to an EOR solution.

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

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

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

from other providers of EOR services.

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

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

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

to perform limited time or project-based assignments.

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

Once the Vivos Matter (defined

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

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

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

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

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

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

In addition, we continue to emphasize

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

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

No shares are expected to become available to the Company until

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

of the outstanding shares of Common Stock is approved.

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

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

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

shares of Common Stock.

The client acquisition challenge outside of media consists principally of educating prospective clients on the merits of the EOR solution

over other options, finding the unique opportunities in each industry or within a corporate client that lends itself for an EOR solution,

and competition from other providers of EOR services.

Department of Labor (DOL) is modifying Wage and Hour Division regulations to replace its analysis for determining employee or independent

contractor classification under the Fair Labor Standards Act (FLSA).

This final ruling will address how to determine whether a worker

is properly classified as an employee or independent contractor under the FSLA.

In 2022, the DOL proposed a new, yet-to-be-enacted rule

on how to determine who is an employee or independent contractor under the FLSA.

This new DOL rule will replace the 2021 rule with a

multifactor approach intended to reduce the misclassification of employees as independent contractors and provide greater clarity to

employers who engage (or wish to engage) with individuals who are in business for themselves.

The final ruling is likely to be announced

rule change and a more aggressive enforcement thereof could and should create greater incentive for companies to virtually eliminate

their risk of noncompliance by outsourcing their 1099 contractors to an EOR company who hires the 1099s, places them on its payroll,

and then leases their services to those companies.

the DOL rule change is more likely than not going to be more restrictive in its classification of a 1099 worker, creates an opportunity

for EOR as more desirable solution to companies that are looking for more agile ways of changing the headcount and nature of portions

if not all of their workforce in an expeditious and low risk manner.

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

freelancers to perform limited time or project-based assignments.

To that end, Maslow continues to add industry expertise to our sales,

client and human services, and recruiting teams for the purpose of managing the challenging EOR business.

the Company is able to issue additional shares, we plan to tap the capital markets to pursue an aggressive but disciplined acquisition

growth strategy, both in terms of using shares for raising capital and as currency to acquire additional businesses as was our intent

when we merged with Reliability in October 2019.

We believe that the staffing/EOR segment is fragmented, and while there are several large

players in the industry, there are also a sizable number of smaller businesses that would make ideal acquisition targets.

These businesses

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

Meanwhile, we continue to foster organic growth through

new sales to new and existing customers.

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

No shares are expected to become available to the Company

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

split of the outstanding shares of Common Stock is approved.

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

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

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

but unissued, shares of Common Stock.

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

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the expected need in fields like biotech and healthcare, are of interest to Maslow.

We will continue to embrace this trend and look

to expand on our capabilities, which in turn we believe will open up new markets for us.

We will continue to embrace this trend and look to

expand our capabilities, which we believe will open new markets for us.

Additionally,

1 unchanged sentence

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

late 2023, we began using ADP as our payroll processor, which brings workforce management cloud services that enable us to better manage

our HR benefits, timecards, payroll records, and applicant tracking.

This new partnership was implemented to help improve both our employee

and client experiences, while creating operational efficiencies and improved reporting.

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

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financial resources than we do.

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

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

being offered.

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

However, in the last two years, our December revenue has been uncharacteristically low as many of our clients are shutting down their

media operations during and around the holidays.

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

14 unchanged sentences

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

What changed 10-K

Item 1. Business