What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 62 added, 60 removed, 438 unchanged (22% of the section changed)

135 unchanged sentences

Compensation Committee (Chair), Audit Committee, Nominating and Corporate Governance Committee

Bible is a Director of the Company and has served in such capacity since April 25, 2014.

Bible is Vice President of Legal at Digirad

Corporation (“DRAD”) since October 2019.

She has also served the subsidiaries of DRAD as Chief Financial Officer and in-house

counsel to Lone Star Value Management, LLC (“Lone Star Value Mgmt.”), and VP-Finance to ATRM Holdings, Inc.

Bible is a Director of the Company and has served in such capacity

since April 25, 2014.

Bible is currently Chief Legal Officer of Star Equity Holdings and was previously Vice President of Legal at

Digirad Corporation (“DRAD”) from October 2019 to 2023.

She has also served the subsidiaries of DRAD as Chief Financial Officer

and in-house counsel to Lone Star Value Management, LLC (“Lone Star Value Mgmt.”), and VP-Finance to ATRM Holdings, Inc.

Bible has over 15 years of combined legal and accounting experience across a variety of industries.

From May 2016 through August

From May 2016 through

August 2017 Ms.

Bible served on the board of Crossroads Systems, Inc.

1 unchanged sentence

CRSS), a data storage company.

Prior to joining

Lone Star Value Mgmt.

joining Lone Star Value Mgmt.

in June 2014, Ms.

Bible was the Director of Finance/CFO at Trinity Church in Greenwich, CT.

From October 2011 to

December 2012, Ms.

Bible served as a legal advisor to RRMS Advisors, a company providing advisory and due diligence services to banking

2011 to December 2012 and served as a legal advisor to RRMS Advisors, a company providing advisory and due diligence services to banking

and other institutions with high-risk assets.

1 unchanged sentence

Bible advised family fund and institutional clients

of International Consulting Group, Inc., and its affiliates within the Middle East on matters of security, corporate governance, and

of International Consulting Group, Inc., and its affiliates within the Middle East on matters of security, corporate governance, and U.S.

legal compliance.

1 unchanged sentence

Bible served within the U.N.

General Assembly as a diplomatic advisor to the Asian-African

Legal Consultative Organization, a permanent observer mission to the United Nations.

Bible has also taught as an Adjunct Professor

at Thomas Jefferson School of Law, within the International Tax and Financial Services program.

General Assembly as a diplomatic advisor to the Asian-African Legal

Consultative Organization, a permanent observer mission to the United Nations.

Bible has also taught as an Adjunct Professor at Thomas

Jefferson School of Law, within the International Tax and Financial Services program.

Prior to this Ms.

Bible held various

accounting positions with Samaritan’s Purse, a large $300MM+ 501(c)(3) organization dedicated to emergency relief and serving the

poor worldwide.

Bible held various accounting

positions with Samaritan’s Purse, a large $300MM+ 501(c)(3) organization dedicated to emergency relief and serving the poor worldwide.

Previously, Ms.

1 unchanged sentence

(formerly Spatializer Audio Laboratories).

earned an LLM in Tax from New York University School of Law, a JD with honors from St.

Thomas University School of Law, and a BBA in

Accounting from Middle Tennessee State University.

Bible earned an LLM in

Tax from New York University School of Law, a JD with honors from St.

Thomas University School of Law, and a BBA in Accounting from Middle

Tennessee State University.

Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee (Chair)

18 unchanged sentences

Audit Committee (Chair), Compensation Committee, Nominating and Corp Governance Committee

Chanaud is Vice President and Chief Financial Officer of The Bernstein Companies, an 85-year-old Washington, DC based real estate development,

management, and investment firm where his primary responsibility is financial oversight and planning for the Company, its subsidiaries,

and operating divisions.

The Bernstein Companies invests in, develops, and operates multi-family properties, office buildings, hotels,

and mixed-use projects, as well as operates a structured finance division managing tax credit investments across the country.

his time as VP & CFO the Company has had direct ownership interest in projects totaling over $3B, both through institutional investment

Chanaud is Vice President and Chief Financial Officer of The Bernstein Companies (TBC), an 85-year-old Washington, DC based real estate

development, management, and investment firm where his primary responsibility is financial oversight and planning for the Company, its

subsidiaries, and operating divisions.

TBC invests in, develops, and operates multi-family properties, office buildings, hotels, and

mixed-use projects, as well as operates a structured finance division managing tax credit investments across the country.

time as VP & CFO the Company has had direct ownership interest in projects totaling over $3B, both through institutional investment

funds and its own private portfolio.

In addition, TBC’s structured finance division has directed another $2B+ in investments nationwide.

Prior to joining Bernstein in 1997, Mr.

Prior to joining TBC in 1997, Mr.

Chanaud served for over 10 years as a Certified Public Accountant with a regional CPA firm.

Chanaud is a member of the American Institute of Certified Public Accountants and the Maryland Association of CPAs.

graduate of Towson University with a BS degree in Accounting.

is a member of the American Institute of Certified Public Accountants and the Maryland Association of CPAs.

He is a 1986 graduate of

Towson University with a BS degree in Accounting.

Nominating and Corp Governance Committee

5 unchanged sentences

Prior to joining Maslow Media

Tsahalis was the CFO of Recycled Green Industries, a wholesale organic recycling company that procured materials through its

commercial and residential land clearing division and through contracts with local government yard waste recycling facilities.

Green was positioned for sale to Harvest Garden Pro, a national consumer products business that sold similar organic materials through

relationships with national home retailers, Lowe’s, and Home Depot.

Tsahalis was the CFO of Atlantic Video, a video production

company that produced multiple shows for ESPN in both Washington, D.C., and New York City.

Additional experiences include the creative

staffing industry, hotel industry and waste management.

He has over 22 years of experience as an operational leader, covering accounting

and finance, IT, Human Resources, and business development.

Group, Inc., Mr.

Tsahalis was the CFO of Recycled Green Industries, a wholesale organic recycling company that procured materials

through its commercial and residential land clearing division and through contracts with local government yard waste recycling facilities.

Recycled Green was positioned for sale to Harvest Garden Pro, a national consumer products business that sold similar organic materials

through relationships with national home retailers, Lowe’s, and Home Depot.

Tsahalis was the CFO of Atlantic Video, a

video production company that produced multiple shows for ESPN in both Washington, D.C., and New York City.

Additional experiences include

the creative staffing industry, hotel industry and waste management.

He has over 22 years of experience as an operational leader, covering

accounting and finance, IT, Human Resources, and business development.

board of directors appoints our executive officers and updates the executive officer positions as needed throughout the fiscal year.

2 unchanged sentences

following table sets forth certain information with respect to our executive officers as of the date of this Annual Report:

and Chief Executive Officer

Financial Officer and Secretary

Nick Tsahalis

President and Chief Executive Officer

Chief Financial Officer and Secretary

Company is establishing a Code of Business Ethics and Corporate Conduct (the “Code of Conduct”) and expects to have the Code

of Conduct approved in April 2022.

of Conduct approved in May 2024.

Upon approval, the Company will file a Current Report on Form 8-K containing the Code of Conduct and

23 unchanged sentences

Other Compensation ($) ***

Tsahalis President and Chief

Speck Chief Financial Officer and

20 unchanged sentences

following table sets forth information regarding the beneficial ownership of Company Common Stock as of March 24, 2024 by:

person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of Company

Common Stock;

person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of Company Common Stock;

of our named executive officers and directors;

our executive officers and directors as a group.

stockholder’s percentage ownership is based on 300,000,000 shares of Company common stock outstanding as of March 24, 2023.

stockholder’s percentage ownership is based on 300,000,000 shares of Company Common Stock outstanding as of April 1, 2024.

ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

2 unchanged sentences

number and percentage of shares beneficially owned by a person includes shares that may be acquired by such person within 60 days of

March 16, 2023, through the exercise of vested options or warrants, while these shares are not counted as outstanding for computing the

April 1, 2024, through the exercise of vested options or warrants, while these shares are not counted as outstanding for computing the

percentage ownership of any other person.

69 unchanged sentences

to pursue claims under the Merger Agreement in whatever venue is required.

Company was awarded damages which if granted will require relinquishment of $1,000 of shares as set forth within the Merger Agreement,

Company was awarded damages which when exercised will require relinquishment of $1,000 of shares as set forth within the Merger Agreement,

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

2 unchanged sentences

following table sets forth the name and position of our current executive officers and directors.

Speck (2), (6)

Financial Officer, Secretary

Bible (3), (4)

of the Board, Director

Nick Tsahalis (1)

President and Director

Mark Speck (2), (6)

Chief Financial Officer, Secretary

Hannah Bible (3), (4)

Chairwoman of the Board, Director

Louis Parks (5)

John Chanaud (7)

October 29, 2019, Nick Tsahalis was appointed as President of the Company.

33 unchanged sentences

December 31, 2023, the Company’s principal independent registered accountant was RJI International CPAs (“RJI”).

fees billed or incurred related to the following years for fiscal 2022 and 2020 by RJI is set forth below.

fees billed or incurred related to the following years for fiscal 2023 and 2022 by RJI are set forth below.

Audit Fees (1)

21 unchanged sentences

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized on March 31, 2023.

on its behalf by the undersigned, thereunto duly authorized on April 1, 2024

Nick Tsahalis

2 unchanged sentences

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities indicated on March 31, 2023.

Registrant and in the capacities indicated on April 1, 2024.

Nick Tsahalis

31 unchanged sentences

Warrant Agreement dated June dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).

Services Agreement dated May 11, 2017, between Maslow and AT&T Services, Inc.

(incorporated by reference to Exhibit 10.19

to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).

Professional Services Agreement dated May 11, 2017, between Maslow and AT&T Services, Inc.

(incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).

Commercial Lease Agreement dated December 19, 2017, between Maslow and Vivos Real Estate, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).

26 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 9A. Controls and Procedures