What changed in this filing

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Item 1A. Risk Factors

2024-04-01 compared with 2023-03-31 · 270 added, 340 removed, 395 unchanged (61% of the section changed)

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statements and related notes.

Our business, financial condition, and or results of operations, could be harmed by any of the following

Our business, financial condition, and our results of operations could be harmed by any of the following

If any of the events or circumstances described below were to occur, our business, the financial condition and the results of

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

demand for staffing services has been and will be significantly affected

by general economic conditions.

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

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

Also, pandemic related vaccine mandates maintained

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

In some cases, we are

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

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

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

The extent to which the coronavirus impacts our results

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

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

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

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

including the deployment of vaccines.

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

The trend of companies allowing

remote workers has negatively impacted the media staffing business because some companies have elected not to bring back the worker count

it had pre-pandemic.

Also, pandemic related vaccine mandates maintained by some clients have on occasion had an adverse impact on our

business when associates have elected not to comply.

In some cases, we are able to backfill the post and in some we may not have the

When we are able to backfill, there are still gaps in the period of revenue generation until a selection is made and a start

date is determined.

The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning new strains of the virus, the severity of the coronavirus,

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

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

RELATED TO OUR COMPANY

between Reliability and the Vivos Group have put our growth plans on hold as Reliability cannot tap the public markets for capital.

between Reliability and the Vivos Group put our growth plans on hold as Reliability cannot tap the public markets for capital.

Approximately

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

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

84.4% of Common Stock is owned by two groups of related parties (“Vivos Group”), set forth below, however their ownership

has been the subject of an arbitration.

Directly Owned

202,634,728 (1)

Silvija Valleru

50,667,482 (2)

Shirisha Janumpally

202,634,728 (3)

Kalyan Pathuri

50,657,482 (4)

shares held by Mr.

(ii) 20,661,816 shares held by Federal Systems, a company owned and controlled by Mrs.

Janumpally, which

Doki may be deemed to indirectly beneficially own as the husband of Mrs.

(iii) 161,503,122 shares held by Judos Trust,

a trust in which Mrs.

Janumpally is the sole trustee and beneficiary, and of which Mr.

Doki may be deemed to indirectly beneficially

own as the husband of Mrs.

and (iv) 10,330,908 shares held directly by Mrs.

Janumpally which Mr.

Doki may be deemed to

indirectly beneficially own as the husband of Mrs.

(i) 4,972,644 shares held by Mrs.

and (ii) 40,520,200 shares held by Igly Trust of which Mrs.

Valleru may be deemed to indirectly

beneficially own as the wife of Kalyan Pathuri, who is the sole trustee and beneficiary of the Igly Trust;

and (iii) 5,164,638 shares

Pathuri, which Mrs.

Valleru may be deemed to indirectly beneficially own as the wife of Mr.

(i) 10,330,908 shares that Mrs.

Janumpally may be deemed to indirectly beneficially own as the wife of Mr.

(ii) 20,661,816

shares held by Federal Systems, a company owned and controlled by Mrs.

(iii) 161,503,122 shares held by Judos Trust,

a trust in which Mrs.

Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908 shares Mrs.

Janumpally owns directly.

(i) 5,164,638 shares held by Mr.

(ii) 40,520,200 shares held by Igly Trust of which Mr.

Pathuri is the sole trustee and

and (iii) 4,972,644 shares held by Mrs.

Valleru of which Mr.

Pathuri may be deemed to indirectly beneficially own as

the husband of Mrs.

Party Indebtedness;

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31, 2019 of approximately $4,169.

The Related Party Debt is evidenced by several promissory notes and a personal guaranty of Mr.

Doki, also a Majority Shareholder.

The Related Party Debt is currently in default and as of December 31, 2022, had a balance of $5,251.

In February 2020, Maslow brought an action in the District Court of Montgomery County, Maryland, to enforce the promissory notes and

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

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

Related Party Debt is currently in default, and as of December 31, 2023, had a balance of $5,501.

In August 2022, Maslow learned it had

prevailed in arbitration against the Vivos Group.

In May and October of 2023, the Company was afforded three supplemental awards.

January 29, 2024, the three arbitration awards entered as judgments in Reliability’s case against the Vivos Group became final

giving Reliability collectible judgments which the appointed Receiver is now eligible to pursue.

the Company is optimistic that it will recover the amounts of the award, failure to recover the Related Party Debt could have a material

adverse effect on the Company.

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

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

In 2021 Maslow

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

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

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

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

parties suing SWC, included Vivos IT, LLC, Maslow Media Group, Suresh Venkat Doki, Naveen Doki and Silvija Valleru The lawsuit related

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

Vivos entities:

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

and US IT Solutions, Inc.

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

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

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

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

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

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

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

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

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

From April 2018 until April 2020, MMG leased

this space from Vivos Real Estate.

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

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

FVCBank filed a motion to dismiss VREH’s bankruptcy

filing in October 2022.

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

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

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

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

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

to rule on the Company’s claims against VREH.

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

initial award by the Arbitrator.

The parties submitted material for clarification of the Award on March 7, 2023, and March 20, 2023,

which included proposed language for an award to be entered against VREH, in light of the bankruptcy court order lifting the stay.

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

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

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

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

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

Inc., and US IT Solutions, Inc.

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

by the Vivos Group.

This was not disclosed to Maslow management or to Reliability before the Merger, which closed on October 29, 2019.

retained counsel filed a motion to include all original parties to the SWC agreement, and in March 2024, SWC petitioned the court for

a summary judgment to which MMG filed opposition.

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

was previously a wholly owned subsidiary of Vivos Holdings, LLC (“Vivos Holdings”).

Vivos is owned and controlled by the

seven parties that we are currently in dispute.

Vivos Holdings had caused Maslow to be a guarantor or direct obligor for loans, advances,

or other liabilities for the benefit of Vivos related entities other than Maslow.

These obligations were often incurred by Vivos Holdings

on behalf of Maslow without the knowledge of Maslow’s senior management.

There may be additional obligations of other Vivos Group

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

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

Party Indebtedness in the section preceding this one.

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

of the common stock.

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

on the record.

subsequent to the Merger with Reliability, discovered that unbeknownst to them at the time of origination that it was guarantor or direct

obligor for loans, advances, or other liabilities for the benefit of the Vivos Group and related entities.

For example, we became aware

of being a party to the SWC lawsuit in September 2022.

There may be additional obligations of other Vivos Group entities for which Maslow

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

These liabilities could have a material

adverse effect on the Company and the value of the Common Stock.

Reliability periodically runs lien checks to detect if there are any

other new uncommunicated pre-existing liabilities on the record.

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

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

retain some of our top talent.

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

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

The ability to attract

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

compensation, or increased competition.

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

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

costs and increased salary expenses.

retain some top talent.

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

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

The ability to attract and retain

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

or increased competition.

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

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

and increased salary expenses.

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

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

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

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

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

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or other considerations that may not always be evident.

Additional concerns or considerations may also emerge in the future.

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

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

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

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

We also lost some of our headcounts with existing clients who decided

to convert placed resources to their payroll.

This has had a modest impact on our business with a few clients.

Additional concerns or

considerations may also emerge in the future.

We must address our potential clients’ concerns and explain the benefits of our approach

in order to convince them to change the way that they manage their HR activities, particularly in parts of the United States where our

Company and solution are less well-known.

If we are not successful in addressing potential clients’ concerns and convincing companies

that our solution can fulfil their HR needs, then the market for our solution may not develop as we anticipate, thus our business may

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

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services we provide and could result in a significant decrease in the Company’s revenues and earnings derived from these clients.

In addition, during economic downturns, companies may slow the rate at which they pay their vendors, seek more flexible payment terms

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

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

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

business but are keeping track of customer trends.

In addition, during economic downturns, companies may slow down the rate at which they pay their vendors, seek more flexible payment

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

late 2022 and early 2023, some of our clients announced layoffs, which led to a reduced usage of our staff in 2023.

Our two largest clients,

however, increased their business as measured by revenue by 2% and 6%, respectively, in 2023 over 2022.

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

State unemployment tax rates are established

based on a company’s specific experience rate of unemployment claims and a state’s required funding formula on covered payroll.

Economic downturns have in the past, and may in the future, result in a higher occurrence of unemployment claims resulting in higher

state unemployment tax rates.

State unemployment tax rates are

established based on a company’s specific experience rate of unemployment claims and a state’s required funding formula

on covered payroll.

Economic downturns have in the past, and may in the future, result in a higher occurrence of unemployment claims

resulting in higher state unemployment tax rates.

This would result in higher direct costs to us.

In addition, many states unemployment funds have been depleted

during the recent economic downturn and many states have borrowed from the federal government under the Title XII loan program.

in all states receive a credit against their federal unemployment tax liability if the employer’s federal unemployment tax payments

are current and the applicable participating state is also current with its Title XII loan program.

If a state fails to repay such loans

within a specific time period, employers in such states may lose a portion of their tax credit.

In addition, many states

unemployment funds were depleted during the recent economic downturn and many states have borrowed from the federal government under

the Title XII loan program.

Employers in all states receive a credit against their federal unemployment tax liability if the

employer’s federal unemployment tax payments are current and the applicable participating state is also current with its Title

XII loan program.

If a state fails to repay such loans within a specific time period, employers in such states may lose a portion of

their tax credit.

Company is exposed to employment-related claims and costs, as well as periodic litigation that could materially adversely affect the Company’s

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contracts with the Company, which exposes the Company to credit risks of clients.

As a result of the broad economic impact of the COVID-19

pandemic, our clients may be more likely to breach their payment obligations.

compensation costs for employees may rise and reduce our margins and require more liquidity.

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in a sufficient amount to cover increased costs as a result of any changes in claims-related liabilities.

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

The loss of or a substantial reduction in business of one

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

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

Client C increased

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

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

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

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

Client D remained our number three customer,

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

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

In 2021, Client

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

Client D comprised 22.4%

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

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

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

We may not be successful in finding a client or clients

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

for a prolonged period.

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

The loss of or a substantial reduction in business

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

reliance in 2023 was concentrated on two clients compared to 2022 when it was four clients delivering 10% or more the revenue.

The top two revenue producing clients in 2023, Clients C (25.1%) and D (15.1%), produced 40.3% of the revenue whereas in 2022, Clients

C (19.6%), D (12.9%), A (12.0%), and B (14.4%) brought in 58.8% of the revenue.

comparing the top four irrespective of a 10% threshold, the four clients produced 57.7% in 2023 compared with the aforementioned 2022 total

terms of accounts receivable balances on December 31, 2023, Client D had 42.2% compared to 21.7% for the same period 2022.

had 19.9% and Client A had 12.3%, respectively in 2023, compared to Client C’s 18.5% and Client A’s 13.7% of accounts

receivable on December 31, 2022.

Client B had the largest share of accounts receivable on December 31, 2022 with 33.7%.

December 31, 2023, Client B had only a 3.6% share of the accounts receivable.

Client B’s drop was because

Client B was eligible for an early payment discount which was taken.

loss of or a substantial reduction in business from these four to five customers would have a significant negative impact on our business

and our operating results.

We may not be successful in finding a client or clients that could replace the level of loss of these customers,

and as such, it could have a negative impact on our revenue and results of operations for a prolonged period.

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

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Company could face disruption and increased costs from outsourcing and offshoring various aspects of its business.

Company may outsource aspects of its business to lower cost of employment areas in the United States and potentially to places such as

This outsourcing solution would focus predominantly on shared service activities which traditionally consist of back-office functions

such as “hire to retire”, “procure to pay” and “order to cash” processes.

Although a goal of outsourcing

our operations is to reduce the operational costs of our business, it is possible that we will not realize any benefit from outsourcing

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

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

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

Company may outsource aspects of its business to lower cost of employment areas in the United States and potentially to places such

This outsourcing solution would focus predominantly on shared service activities which traditionally consist of

back-office functions, such as “hire to retire,” “procure to pay,” and “order to cash” processes.

Although a goal of outsourcing our operations is to reduce the operational costs of our business, it is possible that we will not

realize any benefit from outsourcing such aspects of our business or even increase our overhead expenses.

A transition may create

the risk of errors and omissions or technical disruptions that could negatively impact our clients, and in turn, damage our

reputation resulting in a loss of customers.

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

Company’s future success is dependent in large part upon its ability to understand, develop, and execute the business plan and

to attract and retain highly skilled management, operational and executive personnel.

Thus, the Company is highly dependent on its officers

to provide the necessary skills, experience and background to execute the Company’s business plan.

Additionally, the employer of

record business is a specialty service which requires a full understanding of the service and its merits to be able to educate clients

and potential clients to win business and operate optimally.

The loss of any officer’s services with this knowledge could stifle

the Company’s growth for 4-9 months, and could impede, particularly initially as the Company builds a record and reputation, its

ability to develop and execute on its objectives, and as such would negatively impact the Company’s possible overall development.

Company’s future success is largely dependent upon its ability to understand, develop, and execute the business

plan and to attract and retain highly skilled management, operational, and executive personnel.

Thus, the Company is highly dependent

on its officers to provide the necessary skills, experience, and background to execute the Company’s business plan.

Additionally, the employer of record business is a specialty service which requires a full understanding of the service and its

merits to be able to educate clients and potential clients to win business and operate optimally.

The loss of any officer’s

services with this knowledge could stifle the Company’s growth for four to nine months, and could impede, particularly initially, the

Company’s EOR business with existing clients, record and reputation with new clients, ability to develop and execute on

its objectives, and as such, negatively impact the Company’s possible overall development.

mitigate this risk, on September 1, 2021, Reliability entered into new employment agreements with President/CEO, Nick Tsahalis, and CFO,

Mark Speck, respectively.

The board of directors acted in accordance with the advice of its compensation committee to grant Mr.

who has served as wholly owned subsidiary Maslow Media Group’s (MMG) CEO since November of 2016, and Mr.

Speck who has served MMG

since April of 2019.

The board of directors acted in accordance with the advice of its compensation committee to grant new employment

agreements to Mr.

Tsahalis, who has served as wholly owned subsidiary Maslow Media Group’s CEO since November of 2016, and

Speck, who has served MMG as CFO since April of 2019.

regulation could negatively impact the business .

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services specifically for video production where the market is not yet saturated by competitors, we still face significant competition

on a national, regional and a local scale with full-service and specialized temporary staffing companies.

on a national, regional, and local scale with full-service and specialized temporary staffing companies.

We expect that the level of

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enable them to:

in new technologies;

in innovative technologies;

more competitive in cash and price paid for acquisitions;

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publicity about our industry or our Company, including the utility of our services, even if inaccurate, could adversely affect our reputation

and the confidence in, and the use of, our services, which could harm our business and operating results.

Harm to our reputation can

arise from many sources, including poor performance or misconduct by the workers we supply and recruit for our clients, misconduct by

our partners, outsourced service providers or other counterparties, and failure by us to meet minimum standards of service expected by

clients in our industry.

and confidence in and the use of our services, which could harm our business and operating results.

Harm to our reputation can arise

from many sources, including poor performance or misconduct by the workers we supply and recruit for our clients, misconduct by our partners,

outsourced service providers, or other counterparties, and failure by us to meet minimum standards of service expected by clients in our

Company has generated revenues, but limited profits, to date .

business model of the Company involves significant costs of services, resulting in a low gross and net margins on revenues.

this fact with the required operating expenses incurred by the Company, the Company has only generated approximately $1,000 in operating

income and net income from operations in any one year of approximately $500 since 2015.

Net income for the Company specifically was $386

in 2018, $195 in 2019;

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

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

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

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

as Other Income based on eligibility for government programs.

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

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

business model of the Company involves significant costs of services, resulting in a lower gross and net margin on revenues than many

staffing businesses derive.

Coupling this fact with the required operating expenses incurred by the Company, the Company has only generated

approximately $1,000 in operating income and net income from operations in any one year, with a high net income of approximately $500

Net income for the Company specifically was $386 in 2018, $195 in 2019, and in 2020, with the Company taking on the added

expense of being a public company, additional expenses of approximately $900 for management compensation, administrative costs, D&O

insurance, consulting, and legal fees for reporting and regulatory compliance, had the most impact on our incurring a net loss of $789.

In 2021, the Company earned a record $7,893 in net income, but $9,631 was achieved as Other Income based on eligibility for government

The Company hopes and expects that as its business expands, it will enjoy economies of scale resulting in higher operating

and net margins and improved cash flows, but there is no guarantee this will occur.

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

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

If additional debt is incurred, the Company

may fail to comply with the terms of such financing, which could result in significant liability for our Company.

If additional debt is incurred, the Company may

fail to comply with the terms of such financing, which could result in significant liabilities for our Company.

If we are unsuccessful,

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In addition, any future sale of our equity securities would dilute the ownership and control of

your shares and could be at prices substantially below prices at which our shares currently trade.

Our inability to raise capital could

require us to significantly curtail or terminate our operations.

Our plan is to increase our cash reserves through the sale of additional

equity or debt securities.

The sale of convertible debt securities or additional equity securities could result in additional and potentially

substantial dilution to our shareholders.

The incurrence of indebtedness would result in increased debt service obligations and could

result in operating and financing covenants that would restrict our operations and liquidity.

In addition, our ability to obtain additional

capital on acceptable terms is subject to a variety of uncertainties.

your shares and could be at prices substantially below the prices at which our shares currently trade.

Our inability to raise capital

could require us to significantly curtail or terminate our operations.

Our plan is to increase our cash reserves through the sale of

additional equity or debt securities.

The sale of convertible debt securities or additional equity securities could result in additional

and potentially substantial dilution to our shareholders.

The incurrence of indebtedness would result in increased debt service obligations

and could result in operating and financing covenants that would restrict our operations and liquidity.

In addition, our ability to obtain

additional capital on acceptable terms is subject to a variety of uncertainties.

addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary

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These possibilities,

to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing

to the extent available, may be in terms that result in significant dilution to our shareholders or that result in our shareholders losing

all of their investment in our Company.

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

potential loss of key employees of the acquired companies;

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

loss of key employees of the acquired companies;

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

of acquired operations and new management personnel.

Company may suffer from a lack of liquidity .

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This would impair our ability to hire the necessary senior and support personnel

required for our business, as well carry out its acquisition strategy and other business objectives.

required for our business, as well as carry out its acquisition strategy and other business objectives.

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

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

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

As of December 31, 2023,

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

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

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

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

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operate in all U.S.

states and in numerous countries around the world.

To do so, we often send workers to locations that could be affected

by various factors beyond our control that could adversely affect our ability to service our clients.

These factors could also affect

our employees, vendors, insurance carriers and other contractual counterparties.

Such factors include:

states and territories and in numerous countries around the world.

To do so, we often send workers to locations

that could be affected by a range of factors beyond our control that could adversely effect our ability to service our clients.

These factors could also affect our employees, vendors, insurance carriers, and other contractual counterparties.

terrorist activities, or threats, and heightened travel security measures instituted in response to these events;

of pandemic or contagious diseases or consumers’ concerns relating to potential exposure to contagious diseases;

disasters, such as hurricanes, fires, earthquakes, tsunamis, tornados, floods and volcanic eruptions and man-made disasters;

weather and even forecasts of bad weather, including abnormally hot, cold and/or wet weather;

disasters, such as hurricanes, fires, earthquakes, tsunamis, tornados, floods, and volcanic eruptions and human-caused disasters;

weather and even forecasts of severe weather, including abnormally hot, cold, and/or wet weather;

prices and travel costs and the financial condition of the airline, automotive, and other transportation-related industries, any travel-related

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demand for workforce solutions and services, particularly staffing services, is sensitive to changes in the level of economic activity,

our business may suffer during an economic downturn resulting from among other things the COVID-19 pandemic.

During periods of weak economic

growth or economic contraction, the demand for staffing services typically declines.

When demand drops, our operating profit is typically

impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses may not decline as quickly

In periods of decline, we can only reduce selling and administrative expenses to a certain level without negatively impacting

our long-term prospects.

Additionally, during economic downturns companies may slow the rate at which they pay their vendors, or they

may become unable to pay their obligations.

If our clients become unable to pay amounts owed to us, or pay us more slowly, then our cash

flow and profitability may suffer.

services may be terminated on short notice, leaving us vulnerable to a significant loss in revenue.

our business may suffer during an economic downturn, which can be caused by such events as the COVID-19 pandemic.

During periods of weak

economic growth or economic contraction, the demand for staffing services typically declines.

When demand drops, our operating profit

is typically impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses may not

decline as quickly as revenues.

In periods of decline, we can only reduce selling and administrative expenses to a certain level without

negatively impacting our long-term prospects.

Additionally, during economic downturns companies may slow the rate at which they pay their

vendors, or they may become unable to pay their obligations.

If our clients become unable to pay amounts owed to us, or pay us more slowly,

then our cash flow and profitability may suffer.

client’s use of our services may be terminated on short notice, leaving us vulnerable to a significant loss in revenue.

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

In early 2022, this was the case when

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

on the Company.

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

The end customer required

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

The result was a loss of approximately

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

A reduction in such needs and resulting loss of clients

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

Client A moved eight heads from our payroll to theirs and Client B’s loss of major sports program, which we staffed, to a competitor had approximately $1,800 impact to our revenues in 2023.

In 2022, our client did not rebid on a government contract, and it was

awarded to another party.

The end customer required a minority or disadvantaged business to own the contract, a requirement that our

Company does not meet.

The result was a loss of approximately $130 in revenue in 2022 and $320 in 2023 revenue.

A reduction in such needs

and resulting loss of clients or placements at clients could result in a significant decrease in revenue within a short period of time

that would be difficult to quickly replace.

to retain or attract new clients.

and profitability of our business is dependent upon our ability to retain and capture new clients.

Our ability to achieve success in

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

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

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

resulting in an adverse impact on our revenues and profitability.

growth and profitability of our business is dependent upon our ability to retain and capture new clients.

Our ability to achieve success

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

If we are unable to execute effectively, or our selected

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

shrink, resulting in an adverse impact on our revenues and profitability.

Concentration

Risk of Customers

Our business relies

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

This revenue concentration in a relatively

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

Workforce clients Client A, Client C,

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

In addition, these four customers account for approximately

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

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

This revenue concentration

in a relatively small number of customers makes us particularly dependent on factors affecting those companies.

Workforce clients C,

D, F, and A made up approximately 57.7% of our revenues in 2023.

Whereas, in 2022, Workforce Clients C, D, B, and A, made up approximately

58.8% of our 2022 revenues.

of December 31, 2023, Clients D, C, and A account for approximately 74.4% of our accounts receivable compared to the 2022 group of four

(Clients C, D, B, and A) which comprised 87.6% of our receivables as of December 31, 2022.

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

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stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for our shareholders .

market price of common stock has been, and is likely to continue to be, volatile for the foreseeable future.

The market price of common

stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed

market price of Common Stock has been, and will likely continue to be, volatile for the foreseeable future.

The market price

of Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the

factors listed below:

or anticipated fluctuations in our results of operations;

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in our board of directors or management;

of large blocks of Company common stock, including sales by our executive officers, directors and significant shareholders;

of large blocks of Common Stock, including sales by our executive officers, directors, and significant shareholders;

threatened or filed against us;

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stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is

not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been

One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months for

common stock.

However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a

business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company.

a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who

is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have

One of these conditions is that such person has held the restricted securities for a prescribed period, which is six

months for common stock.

However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company

(other than a business combination related shell company) or, unless certain conditions are met, was, at any time, previously a shell

SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting

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as an entity that is not a shell company known as “Form 10 Information.”

the Company has filed Form 10 Information with the SEC on its Current Report on Form 8-K filed October 29, 2019, shareholders who receive

the Company filed Form 10 Information with the SEC on its Current Report on Form 8-K filed October 29, 2019, shareholders who receive

the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has

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This can be exacerbated by the current low float of the stock in relation to the shares outstanding.

SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any

SEC adopted Rule 3a51-1, which establishes the definition of a “penny stock,” for the purposes relevant to us, as any

equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject

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broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to

the penny stock market, which, in highlight form:

forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed

written agreement from the investor prior to the transaction.

the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination,

and that the broker or dealer received a signed written agreement from the investor prior to the transaction.

brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.

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sell our stock.

addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable

addition to the “penny stock” rules described above, FINRA adopted Rule 2111 that requires a broker-dealer to have reasonable

grounds for believing that an investment is suitable for a customer before recommending the investment.

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do not intend to pay dividends for the foreseeable future .

have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future.

have never declared nor paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future.

anticipate that we will retain all our future earnings for use in the development of our business and for general corporate purposes.

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

2018 (See Item 1).

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

2023, this matter was resolved with the sale of the property, leaving Maslow with no liability.

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

Upon completion of the Merger, we acquired all of the

operations of The Maslow Media Group, Inc.

Prior to the consummation of the Merger, Reliability Incorporated was engaged from 1971 to

2007 in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated circuits.

business was closed in 2007.

We cannot assure you that there are no material claims outstanding, or other circumstances of which we are

not aware, that would give rise to a material liability relating to those prior operations, even though we do not record any provisions

in our financial statements related to any such potential liability.

If we are subject to past claims or material obligations relating

to our operations prior to the consummation of the Merger, such claims could materially adversely affect our business, financial condition

and results of operations.

Upon completion of the Merger, we acquired all of

the operations of The Maslow Media Group, Inc.

Prior to the consummation of the Merger, Reliability, Incorporated was engaged from

1971 to 2007 in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated

This business was closed in 2007.

We cannot assure you that there are no material claims outstanding, or other

circumstances of which we are not aware, that would give rise to a material liability relating to those prior operations, even

though we do not record any provisions in our financial statements related to any such potential liability.

If we are subject to

past claims or material obligations relating to our operations prior to the consummation of the Merger, such claims could materially

adversely affect our business, financial condition, and results of operations.

RELATED TO THE MERGER AND OWNERSHIP OF COMMON STOCK

of being a public company and risks associated with having been a shell.

are now incurring increased costs with demands upon management and accounting and finance resources as a result of complying with the

laws and regulations affecting public companies;

any failure to establish and maintain adequate internal control over financial reporting

or to recruit, train and retain necessary accounting and finance personnel could have an adverse effect on our ability to accurately

and timely prepare our consolidated financial statements.

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

Upon completion of the Merger, we acquired all

the operations of The Maslow Media Group.

As a public operating company, we are now incurring significant administrative, legal,

accounting, and other burdens and expenses beyond those of a private company, including those associated with corporate governance requirements

and public company reporting obligations.

We have already enhanced and supplemented our internal accounting resources with additional

accounting and finance personnel, with the requisite technical and public company experience and expertise, as well as refined our quarterly

and annual financial statement closing process, to enable us to satisfy such reporting obligations.

Additionally, in the fall of 2020

we implemented an enhanced accounting system.

However, even with perceived success in doing so, there can be no assurance that our finance

and accounting organization will be able to adequately meet the increased demands that result from being a public company.

and risks associated with being a public company.

company incurs costs with demands upon management and accounting and finance resources as a result of complying with the laws and regulations

affecting public companies;

any failure to establish and maintain adequate internal control over financial reporting or to recruit, train

and retain necessary accounting and finance personnel could have an adverse effect on our ability to accurately and timely prepare our

consolidated financial statements.

a public operating company, we are now incurring significant administrative, legal, accounting, and other burdens and expenses

beyond those of a private company, including those associated with corporate governance requirements and public company reporting

We enhanced and supplemented our internal accounting department with additional accounting and finance personnel with

public company experience and expertise, added requisite technical resources, as well as refined our quarterly and annual financial

statement closing process, to enable us to satisfy such reporting obligations over the past four years.

However, even with perceived

success in doing so, there can be no assurance that our finance and accounting organization will be able to adequately meet the

increased demands that result from being a public company.

we are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002.

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

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

standards of a national securities exchange.

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

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

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

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

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

In order to qualify for the OTCQB for instance,

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

Currently our float is 9.8% of outstanding.

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

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

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

Consequently, such regulations

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

This would also make

it more difficult for us to raise additional capital.

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

listing standards of a national securities exchange.

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

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

any such listing.

Our Common Stock is currently quoted on the pink sheets OTC of the OTC Marketplace under the symbol of

“RLBY,” and, unless and until our Common Stock is listed on a national securities exchange, we expect that it will

continue to be eligible and quoted on the “pink sheets,” to which time we are eligible to apply to the OTCQB or OTCQX.

In order to qualify for the OTCQB for instance, we would need our float to be a minimum of 10% of outstanding shares to even apply

for an exception.

Currently, our float is 10.4% of our outstanding shares.

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

obtain accurate quotations as to the market value of our Common Stock.

In addition, if we continue to fail to meet the criteria set

forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other

than established customers and accredited investors.

Consequently, such regulations normally deter broker-dealers from recommending

or selling common stock, which may further affect its liquidity.

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

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

our low float of approximately 29,523,512 shares and the absence of an active trading market shareholders may have difficulty buying

and selling our common stock at all or at the price you consider reasonable.

Market visibility for shares of our common stock may be

limited, which may have a depressive effect on the market price for shares of our common stock and on our ability to raise capital or

make acquisitions by issuing our common stock.

our low float of approximately 30,129,085 shares and the absence of an active trading market, shareholders may have difficulty

buying and selling our Common Stock at all or at the price you consider reasonable.

Market visibility for shares of our Common Stock

may be limited, which may have a depressive effect on the market price for shares of our Common Stock and on our ability to raise capital

or make acquisitions by issuing our Common Stock.

compliance with regulations concerning corporate governance and public disclosure has resulted and may in the future result in additional

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

What changed 10-K

Item 1A. Risk Factors