What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-13 · 115 added, 115 removed, 349 unchanged (40% of the section changed)

1 unchanged sentence

INCORPORATED AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

in thousands, except per share data)

September 30,

CURRENT ASSETS

17 unchanged sentences

Commitment and contingencies (note 6)

Subsequent events (Note 10)

SHAREHOLDERS’ EQUITY

Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of June 30, 2024 and as of December 31, 2023

Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of September 30, 2024 and as of December 31, 2023

Additional paid-in capital

4 unchanged sentences

INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

in thousands, except per share data)

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Revenue earned

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accompanying notes are an integral part of these statements.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

RELIABILITY INCORPORATED AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

in thousands, except per share data)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Revenue earned

16 unchanged sentences

INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

the Six Months Ended June 30, 2024 and 2023

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

the Nine Months Ended September 30, 2024 and 2023

in thousands, except per share data)

Balance, December 31, 2022

Balance, June 30, 2023

Balance, September 30, 2023

Balance, December 31, 2023

Balance, June 30, 2024

Balance, September 30, 2024

accompanying notes are an integral part of these statements.

INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

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

Advances to related parties

Net cash used in financing activities

4 unchanged sentences

INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

in thousands)

For the Six Months Ended June 30,

Supplemental disclosures of cash flow information:

Cash paid (received) during the year for:

For the Nine Months Ended September 30,

Supplemental disclosures of cash flow information:

Cash paid during the year for:

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

49 unchanged sentences

of their shares of the Company common stock to the Company equal in value to $ 1,000 .

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

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

1 unchanged sentence

With respect to the receivership, the Vivos Group owners

or holders of all the shares of common stock of the Company were declared not be entitled to vote any of those shares at any annual

or holders of all the shares of common stock of the Company were declared not to be entitled to vote any of those shares at any annual

or special meetings of the shareholders of the Company during the period of the receivership.

1 unchanged sentence

In the award, the Arbitrator established the powers of the Receiver.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

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

9 unchanged sentences

shareholders within a reasonable time thereafter.

of June 30, 2024, the Vivos Debtor balance was $ 5,766 .

of September 30, 2024, the Vivos Debtor balance was $ 5,827 .

The Award value in totality currently aggregates $ 8,036 , independent of legal

4 unchanged sentences

All significant intercompany accounts and transactions have been eliminated in consolidation.

accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto

1 unchanged sentence

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

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

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

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

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

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

2 unchanged sentences

of Credit Risk

the six months ended June 30, 2024, 27.2 % of revenue came from one customer, 21.7 % from a second customer and 13.5 % from a third.

this totals 62.4 % of revenue.

In 2023, the top two companies were the only ones above the 10% mark and accounted for 24.5 % and 13.6 %,

respectively, which is 38.1 % combined.

The aforementioned top three 2024 clients improved upon their combined concentration in 2023 when

this group garnered 45.7 % share of the revenue.

No other client has exceeded 10% of revenues for the three months ended June 30, 2024

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

the nine months ended September 30, 2024, 26.2 % of revenue came from one customer, 21.2 % from a second customer, and 15.9 % from a third.

Combined, this totals 63.3 % of revenue.

In 2023, these same three companies accounted for 24.6 %, 13.8 %, and 8.6 %, respectively, which combined

totals 47.0 %.

No other client exceeded 10% of revenues for the three months ending September 30, 2024 and 2023.

MANAGEMENT’S PLAN

the Company experienced net losses after taxes for the six months ended June 30, 2024 and, in the years, ended December 31, 2023 and

2022 of $ 267 , $ 740 , and $ 739 , respectively, management believes it has the ability to continue as a going concern and meet its financial

the Company experienced net losses after taxes for the nine months ended September 30, 2024, and, in the years, ended December 31, 2023

and 2022 of $ 334 , $ 740 , and $ 739 , respectively, management believes it has the ability to continue as a going concern and meet its financial

obligation as they become due in 2024 and beyond.

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

flow forecast showing sufficient cash and working capital 52 weeks from August 3, 2024;

expected reductions in continuing legal fees in 2024 given the Company has collectible judgments that the Receiver is now eligible

expectation that the notes receivable from related parties will be renumerated in cash and/or stock and that stock will provide capital

flow forecast showing sufficient cash and working capital 52 weeks from November 6, 2024;

expected reductions in continuing legal fees in 2024 given the Company has collectible judgments that the Receiver is now pursuing;

expectation that the notes receivable from related parties will be remunerated in cash and/or stock, and that stock will provide capital

market access over the long term;

progress in sales, newer agreements that will begin fulfillment, our current pipeline, and current larger clients who have indicated

increases in media activity for 2024 which in the first six months of 2024, have been realized;

progress in sales, new agreements that will begin fulfillment in early 2025, our current pipeline, and current larger clients who

indicated increases in media activity for 2024, which in the first nine months of 2024, were realized;

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

August 3, 2024, was $ 3,278 .

November 14, 2024, was $ 2,617 .

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

and beyond as they become due.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting

18 unchanged sentences

Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures.

Accounting Pronouncements

Company does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material

effect on its present or future consolidated financial statements.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

ACCOUNTS RECEIVABLE

1 unchanged sentence

OF ACCOUNTS RECEIVABLE

September 30,

Accounts receivable, unfactored

Unbilled receivables

Accounts receivable, factored

1 unchanged sentence

Facility & Insurance Financing

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

which enables the Company to receive advances on its accounts receivable (i.e.

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

advances on its accounts receivable (i.e.

invoices) through Gulf to fund growth and operations.

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

payments, and overhead expenses.

The proceeds of this agreement are most

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

arrangement calls for interest at prime plus 2 %, and includes an advance rate of 15 basis points.

5 unchanged sentences

receivables were sold with full recourse.

Proceeds from the sale of receivables were $ 1,405

for the six-month period ended June 30, 2024, compared to $ 2,627

for the same period ended on June 30, 2023.

The total outstanding balance under the recourse contract was $ 217

on June 30, 2024, compared to $ 174

as of December 31, 2023.

Proceeds from the sale of receivables were $ 4,996 for the nine-month period ended September

30, 2024, compared to $ 3,297 for the same period ended on September 30, 2023.

The total outstanding balance

under the recourse contract was $ 741 on September 30, 2024, compared to $ 0 as of September 30, 2023, and $ 174 on December 31, 2023.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

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

1 unchanged sentence

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

also enters into short term 10-month loan agreements annually to finance advance payments on crime, E&O, and D&O insurances.

In 2023, MMG entered into two loans totaling $ 143 with finance charges over 10 months totaling approximately $ 7 .

finance fees for all loans for the three months ended June 30, 2024 and 2023 totaled $ 16 and $ 44 , respectively.

The insurance portion

of both periods was approximately $ 2 .

also enters into short term 10-month loan agreements annually to finance advance payments on crime, EPLI, E&O, and D&O

In 2023-2024, MMG entered into two loans totaling $ 150

with finance charges over 10 months totaling approximately $ 15 .

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

in February 2022.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

August 31, 2022, the arbitrator issued the Award with the Company and MMG prevailing on their claims.

The awards included citing of

fraud damages.

The awards included citing of fraud

Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023.

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 .

The aggregate amount of the Awards, which are now court judgements, totals $ 7,795 as

interest continues to accrue on these awarded balances.

May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses,

and fees provided in the awards.

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 .

The aggregate amount of the Awards, which are now court judgements, totals $ 8,036 as interest continues

to accrue on these awarded balances.

May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs,

expenses, and fees provided in the awards.

October 10, 2023, the Arbitrator issued a Supplemental Award appointing the Receiver to assist the Company in collecting the awarded

13 unchanged sentences

which closed on October 29, 2019.

counsel filed a motion to add 4 parties to a counterclaim (HCRN, M&M, 360 IT and US IT).

The court approved our motion, and all 4

counsel filed a motion to add four parties to a counterclaim (HCRN, M&M, 360 IT, and US IT).

The court approved our motion, and all four

parties were added.

2 unchanged sentences

judgement related to their counterclaim.

To date MMG has $ 110 in legal fees associated with this matter that have been booked to Other

the present time, the Company is uncertain as to whether the above item will have a material impact on their consolidated financial statements.

Healthcare Resource Network (HCRN) believed this motion violated a previous settlement agreement between Maslow and HCRN, dating back

to 2021, which offered broad indemnification language.

HCRN provided support to Maslow that it had carved itself out of the SWC agreement

as it did not receive any support from SWC.

On August 30, 2024, Maslow reimbursed HCRN $ 25 for legal fees incurred to defend itself after

they were added to the lawsuit.

for the SWC matter, at the present time, the counterclaim parties have reached a mutual understanding with an expectation of dismissal of the matter with

minimal contribution from the company which are in the process of executing.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

Company’s authorized capital stock consists of 300,000,000 shares of common stock, with no par value.

17 unchanged sentences

These parties also

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

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, which are collectively referred to as the “Vivos

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

table below is a summary of Vivos Group related party notes receivable which, as of June 30, 2024, totals $ 5,766 .

table below is a summary of Vivos Group related party notes receivable which, as of September 30, 2024, totals $ 5,827 .

OF RELATED PARTY NOTES RECEIVABLE

15 unchanged sentences

Accrued interest

Balance on June 30, 2024

Settlement Agreements

July 21, 2021, MMG settled the obligation which Vivos Holdings, LLC had obligated MMG to in July 2018, with Libertas Funding, LLC and

Kinetic for $ 475 .

The $ 475 is included in the additional borrowings represented above.

Balance on September 30, 2024

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

June 2023, VREH was able to sell the property at 22 Baltimore Road, in Rockville, Maryland, leaving the Company with no liability with

respect to the building that MMG was signed as a guarantor without management’s knowledge in 2017.

The Company may be entitled

to cash in the amount of up to $ 90 as a result of the bankruptcy proceedings and sale of the building.

Such an amount would reduce Vivos

debt to MMG by that amount.

As of June 30, 2024, MMG has not learned of any proceeds granted by the court.

respect to the building that MMG was signed as a guarantor without managements knowledge in 2017.

The Company was entitled to cash in

the amount of $ 91 as a result of the bankruptcy proceedings and sale of the building, which we received on August 31, 2024.

The $ 91 credit

was applied to Vivos debt to MMG, thus lowering the balance, as evidenced in table above on “Repayments” line.

Party Relationships

17 unchanged sentences

Company Common Stock.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

July 31, 2024 approximately 77 % of the warrant value associated with 2019 convertible promissory notes expired.

(See Subsequent Events).

October 17, 2024, the entire warrant value associated with ten 2019 convertible promissory notes expired.

(See also Subsequent Events

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

10 unchanged sentences

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

The five-year

eligibility for all holders of these Warrants will expire in October 2024.

The five-year eligibility for

all holders of these Warrants expired on October 17, 2024.

BUSINESS SEGMENTS

8 unchanged sentences

Production segment provides script-to-screen services for corporate, government, and non-profit clients, globally.

following tables provides a reconciliation of revenue by reportable segment to consolidated results for the three and six months ended

June 30, 2024 and 2023, respectively:

the Three Months Ended June 30:

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

following tables provide a reconciliation of revenue by reportable segment to consolidated results for the three and nine months ended

September 30, 2024 and 2023, respectively:

the Three Months Ended September 30:

OF RECONCILIATION OF REVENUE BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS

1 unchanged sentence

Video and Multimedia Production

the Six Months Ended June 30:

the Nine Months Ended September 30:

Recruiting and Staffing

1 unchanged sentence

SUBSEQUENT EVENTS

Company has evaluated subsequent events through August 13, 2024, the date on which the unaudited condensed consolidated financial statements

Company has evaluated subsequent events through November 14, 2024, the date on which the unaudited condensed consolidated financial statements

were available to be issued.

1 unchanged sentence

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

July 24, 2024, the court denied SWC’s motion for summary judgement related to their counterclaim.

July 31, 2024, approximately 77 %

of the warrant value associated with 2019 convertible promissory notes that were held by 7 entities including CEO Nick Tsahalis and CFO

Mark Speck, expired.

remaining warrants will expire on October 4 th if the Company fails to enter a transaction or series of related transactions ,

resulting in aggregate gross proceeds to the Company of at least $ 5,000 .

the Company failed to enter into a transaction or series of related transactions, resulting in aggregate gross proceeds to the Company

of at least $ 5,000 , by October 4 , 2024, the warrant value associated with 2019 convertible promissory notes that were held

by 10 entities including CEO Nick Tsahalis and CFO Mark Speck have all expired.

October 30, 2024, Maslow signed an agreement with ADP to defer $ 52 in implementation fees which acts essentially as a loan for 24 months

commencing November 2024.

The Deferred fee amount is $ 2 which translates to approximately 3 % interest.

ADP implemented its Workforce

Manager and Workforce Now products for MMG which was completed in January 2024.

MMG will make monthly payments until $ 54 has been paid

over 24 months.

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

What changed 10-Q

Item 1. Financial Statements