3 unchanged sentences
in thousands, except per share data)
+Added: September 30,
CURRENT ASSETS
14 unchanged sentences
Deferred revenue
−Removed: Note payable, current
+Added: Notes payable, current
Total current liabilities
LONG-TERM LIABILITIES
−Removed: Note payable, net of current
+Added: Notes payable, net of current
Total long-term liabilities
2 unchanged sentences
STOCKHOLDERS’ EQUITY
−Removed: Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of June 30, 2025 and December 31, 2024
+Added: Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of September 30, 2025 and December 31, 2024
Additional paid-in capital
6 unchanged sentences
in thousands, except per share data)
−Removed: For the Three Months Ended June 30,
+Added: For the Three Months Ended September 30,
Revenue earned
18 unchanged sentences
in thousands, except per share data)
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30,
Revenue earned
17 unchanged sentences
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
−Removed: the Six Months Ended June 30, 2025 and 2024
+Added: the Nine Months Ended September 30, 2025 and 2024
in thousands, except per share data)
2 unchanged sentences
Balance, June 30, 2024
+Added: Balance, September 30, 2024
Balance, December 31, 2024
1 unchanged sentence
Balance, June 30, 2025
+Added: Balance, September 30, 2025
accompanying notes are an integral part of these statements.
INCORPORATED AND SUBSIDIARY
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
in thousands)
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30,
Cash flows from operating activities:
20 unchanged sentences
Repayment of long-term debt
−Removed: Net cash provided by (used in) financing
+Added: Net cash provided by (used in) financing activities
Net decrease in cash and cash equivalents
6 unchanged sentences
disclosures of cash flow information:
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30,
Supplemental disclosures of cash flow information:
11 unchanged sentences
Our Staffing segment
−Removed: provides skilled field talent on a nationwide basis for Media, IT, and finance and accounting client partner projects.
+Added: provides skilled field talent on a nationwide basis for Media, IT, and marketing and creative client partner projects.
Video Production
30 unchanged sentences
through arbitration
+Added: August 31, 2022, the Company and MMG were granted arbitration awards against the Vivos Group, with supplemental awards issued on May
+Added: 17, 2023, October 10, 2023, and October 27, 2023 which included an award citing fraud damages.
+Added: Summarily, MMG was awarded the totals
+Added: of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $ 1,209 ,
+Added: 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
+Added: awards were entered as final judgments by the Circuit Court for Montgomery County, Maryland on December 29, 2023, and became final on
+Added: January 29, 2024.
+Added: The judgments, which total approximately $ 8.49 million plus accrued interest, are enforceable for 12 years and may
+Added: be enrolled in other states.
INCORPORATED AND SUBSIDIARY
1 unchanged sentence
in thousands, except per share data)
−Removed: On August 31, 2022, the Company and MMG were granted arbitration awards against the Vivos Group, with supplemental
−Removed: awards issued on May 17, 2023, October 10, 2023, and October 27, 2023 which included an award citing fraud damages.
−Removed: Summarily, MMG was
−Removed: awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses
−Removed: 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
−Removed: equal in value to $ 1,000 .
−Removed: These awards were entered as final judgments by the Circuit Court for Montgomery County, Maryland on December 29,
−Removed: 2023, and became final on January 29, 2024.
−Removed: The judgments, which total approximately $ 8.49 million plus accrued interest, are enforceable
−Removed: for 12 years and may be enrolled in other states.
−Removed: While the Company is pursuing enforcement of these judgments,
−Removed: there can be no assurance as to the timing or amount of any recovery, or whether recovery will be in cash, equity, or other assets
+Added: the Company is pursuing enforcement of these judgments, there can be no assurance as to the timing or amount of any recovery, or whether
+Added: recovery will be in cash, equity, or other assets.
Maryland law, the enrolling of judgements enables MMG to apply 10 % interest to the Vivos Debtor balance beginning December 29, 2023.
−Removed: MMG began applying the additional interest in the second quarter 2025.
+Added: MMG began applying the additional interest in the second quarter of 2024.
final resolution as to the underlying ownership and rights of certain shareholders, the Company intends to hold an annual meeting of
shareholders within a reasonable time thereafter.
−Removed: of June 30, 2025, the Vivos Debtor balance was $ 6,100 .
+Added: of September 30, 2025, the Vivos Debtor balance was $ 6,228 .
The Award value in totality currently aggregates $ 8,649 , independent of legal
1 unchanged sentence
MANAGEMENT’S PLAN
−Removed: the Company incurred net losses after taxes of $ 538
−Removed: for the six months ended June 30, 2025, and $ 594
−Removed: for the years ended December 31, 2024 and 2023, respectively, management has evaluated whether these conditions or events raise
−Removed: substantial doubt about the Company’s ability to continue as a going concern for at least the 12 months following the issuance
−Removed: of these financial statements.
−Removed: Based on this assessment, management believes it is probable the Company will continue as a going
−Removed: concern and meet its financial obligations through August 14, 2026, thereby alleviating substantial doubt.
−Removed: This conclusion reflects
−Removed: management’s view that the Company has sufficient liquidity and working capital resources to fund operations for at least the
−Removed: next 52 weeks, as well as the ability to take actions, if necessary, to align costs with revenue fluctuations.
−Removed: assessment is based on the following key factors:
−Removed: Flow Forecast :
−Removed: Management has prepared a 52-week cash flow forecast from August 14, 2025, which projects sufficient cash and
−Removed: working capital to fund operations.
−Removed: in Legal Fees :
−Removed: Legal expenses related to non-operational activities, $ 86 through the first six months of 2025 and are
−Removed: expected to continue decreasing in 2025.
−Removed: of Notes Receivable :
−Removed: Management anticipates that notes receivable from related parties will be settled through a combination
−Removed: of cash and stock, providing additional liquidity and potential access to capital markets in 2025.
−Removed: Financing Arrangement :
−Removed: A financing arrangement through JPMorgan for the Company’s second-largest client is expected to
−Removed: reduce the cash conversion cycle by approximately 110 days.
−Removed: This acceleration in cash flow will ensure more cash is on hand and reduce
−Removed: our cost of capital.
−Removed: Availability :
−Removed: As of August 14, 2025, the Company had access to additional borrowing under its factoring facility of up to 93 %
−Removed: of unfactored invoices, totaling approximately $ 1,361 .
−Removed: Flexibility :
−Removed: If necessary, the Company can align costs more closely with revenues.
−Removed: The Company suspended accrual of all employee bonuses for 2025 in the second quarter.
−Removed: INCORPORATED AND SUBSIDIARY
−Removed: TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: in thousands, except per share data)
+Added: the Company incurred net losses after taxes of $ 742 for the nine months ended September 30, 2025, and $ 594 and $ 740 for the years ended
+Added: December 31, 2024 and 2023, respectively, management has evaluated whether these conditions or events raise substantial doubt about the
+Added: Company’s ability to continue as a going concern for at least the 12 months following the issuance of these financial statements.
+Added: Based on this assessment, management believes it is probable the Company will continue as a going concern and meet its financial obligations
+Added: through November 30, 2026, thereby alleviating substantial doubt.
+Added: This conclusion reflects management’s view that the Company has
+Added: sufficient liquidity and working capital resources to fund operations for at least the next 52 weeks, as well as the ability to take
+Added: actions, if necessary, to align costs with revenue fluctuations.
+Added: This assessment is based on the following key factors:
+Added: Cash Flow Forecast :
+Added: Management has prepared a 52-week cash flow forecast from November 14, 2025, which projects sufficient cash and working capital to
+Added: fund operations.
+Added: Reduction in Legal Fees :
+Added: Legal expenses related to non-operational activities are expected to continue decreasing in 2025 and 2026.
+Added: Collection of Notes
+Added: Management anticipates that notes receivable from related parties will be settled through a combination of cash and
+Added: stock, providing additional liquidity and potential access to capital markets over next several months.
+Added: Client Financing Arrangement :
+Added: A financing arrangement through JPMorgan for one of the Company’s largest clients has begun to expedite the cash conversion
+Added: This acceleration in cash flow will ensure more cash is on hand to meet our obligations.
+Added: Factoring Availability :
+Added: As of November 11, 2025, the Company had access to additional borrowing under its factoring facility of up to 93 % of unfactored invoices,
+Added: totaling approximately $ 1,553 .
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 unchanged sentences
of operations for the periods presented herein are not necessarily indicative of the results to be expected for the full year.
+Added: primary statements are presented on a non-condensed basis;
+Added: however, the accompanying notes are condensed and do not include all of the
+Added: information and notes required by U.S.
+Added: GAAP for complete annual financial statements.
further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report
4 unchanged sentences
of Credit Risk
−Removed: the six months ended June 30, 2025, 31.0 % of revenue came from one customer, and 23.6 % from a second customer.
−Removed: Combined, this totals
−Removed: 54.6 % of revenue for the top two contributors greater than 10%.
−Removed: In 2024, three companies ascended 10% of revenue contribution accounting
−Removed: for 27.2 %, 21.7 %, and 13.5 %, respectively, which combined totaled 62.4 %.
−Removed: No other client has exceeded 10% of revenues for the six months
−Removed: ended June 30, 2025 or 2024.
−Removed: an accounts receivable (A/R) perspective, two clients dominated our balance at the end of the quarter on June 30, 2025, with one at $ 1,357
−Removed: or 52.4 % and the other at $ 409 or 15.8 % of $ 2,591 in trade receivables.
−Removed: A year ago, the same two clients represented $ 1,563 or 41.7 %,
−Removed: and $ 885 or 23.6 % of the $ 3,746 in A/R, respectively.
−Removed: In the periods ended June 30, 2025 and 2024, no other client represented 10% or
−Removed: Issued Accounting Pronouncements Not Yet Adopted
−Removed: December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures (ASU
−Removed: The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid.
−Removed: ASU 2023-09 largely
−Removed: follows the proposed ASU issued earlier in 2023 with several important modifications and clarifications discussed below.
−Removed: is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and
−Removed: effective for all other business entities one year later.
−Removed: Entities should adopt this guidance on a prospective basis, though
−Removed: retrospective application is permitted.
−Removed: The Company is currently evaluating how this ASU will impact its year end
−Removed: December 31, 2025 consolidated financial statements and disclosures as the Company did not have an interim tax effect to disclose.
−Removed: On November 4, 2024, the FASB issued ASU 2024-03, Income Statement –
−Removed: Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):
−Removed: Disaggregation of Income Statement Expenses
−Removed: (ASU 2024-03).
−Removed: The ASU requires disaggregated disclosure of income statement expenses for public business entities.
−Removed: The ASU does not change
−Removed: the expense captions an entity presents on the face of the income statement;
−Removed: rather, it requires disaggregation of certain expense captions
−Removed: into specified categories in disclosures within the footnotes to the financial statements.
−Removed: ASU 2024-03 is effective for public business
−Removed: entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
−Removed: Entities should adopt this guidance on a prospective basis, though retrospective application is permitted.
−Removed: The Company is currently evaluating
−Removed: how this ASU will impact its year end December 31, 2025 consolidated financial statements and disclosures.
+Added: the nine months ended September 30, 2025, two clients each accounted for more than 10% of total revenue, representing approximately 28.3 %
+Added: respectively , or 56.4 % in total .
+Added: period in 2024, three clients exceeded the 10% revenue threshold, contributing approximately 26.2 %,
+Added: respectively, or 63.3 %
+Added: an accounts receivable perspective, three clients represented a significant portion of the billed balance as of September 30, 2025.
+Added: The largest client accounted for $ 374
+Added: of total accounts receivable;
+Added: the second largest accounted for $ 268
+Added: and the third accounted for $ 216
+Added: of total accounts receivable of $ 1,341 .
+Added: On September 30, 2024, the same two principal clients represented $ 1,555
+Added: of total accounts receivable of $ 3,361 ,
+Added: respectively.
INCORPORATED AND SUBSIDIARY
1 unchanged sentence
in thousands, except per share data)
+Added: Issued Accounting Pronouncements Not Yet Adopted
+Added: On December 14, 2023, the FASB issued ASU 2023-09,
+Added: Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures (ASU 2023-09).
+Added: The ASU enhances income tax transparency by requiring
+Added: additional information on the rate reconciliation and cash taxes paid, disaggregated by jurisdiction.
+Added: ASU 2023-09 is effective for public
+Added: business entities for annual periods beginning after December 15, 2024 (calendar year 2025 for the Company) and one year later for all
+Added: other entities.
+Added: Early adoption is permitted, and the guidance may be applied prospectively or retrospectively.
+Added: Given the Company’s cumulative net operating
+Added: losses, full valuation allowance against deferred tax assets, and minimal current tax liabilities, primarily limited to state minimum
+Added: and franchise taxes;
+Added: the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial
+Added: statements or related disclosures.
+Added: November 4, 2024, the FASB issued ASU 2024-03 , Income Statement – Reporting Comprehensive Income – Expense Disaggregation
+Added: Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses (ASU 2024-03).
+Added: The ASU requires disaggregated disclosure
+Added: of income statement expenses for public business entities.
+Added: The ASU does not change the expense captions an entity presents on the face
+Added: of the income statement;
+Added: rather, it requires disaggregation of certain expense captions into specified categories in disclosures within
+Added: the footnotes to the financial statements.
+Added: ASU 2024-03 is effective for public business entities for fiscal years beginning after December
+Added: 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
+Added: Entities should adopt this guidance on a prospective
+Added: basis, though retrospective application is permitted.
+Added: The Company is currently evaluating how this ASU will impact its year end December
+Added: 31, 2025 consolidated financial statements and disclosures.
ACCOUNTS RECEIVABLE
1 unchanged sentence
OF ACCOUNTS RECEIVABLE
+Added: September 30,
Accounts receivable, unfactored
12 unchanged sentences
are sold to Gulf on a full recourse basis, meaning the Company retains the risk of collection.
−Removed: Because the factoring arrangement is full recourse, it is accounted for as a secured borrowing under ASC 860, Transfers
−Removed: and Servicing , rather than as a sale of receivables.
−Removed: For the six months ended June 30,
−Removed: 2025, the Company received $ 5,038
−Removed: in proceeds from the sale of receivables and repaid $ 6,586
+Added: Because the factoring arrangement is full
+Added: recourse, it is accounted for as a secured borrowing under ASC 860, Transfers and Servicing , rather than as a sale of receivables.
+Added: For the nine months ended September 30, 2025, the Company received $ 6,453 in proceeds from the sale of receivables and repaid $ 8,670
under the agreement.
−Removed: This compares to $1,405
−Removed: in proceeds and $1,362
−Removed: in repayments for the period ended June 30, 2024.
−Removed: The outstanding balance under the factoring arrangement was $ 827
−Removed: as of June 30, 2025, $ 1,163
−Removed: on March 31, 2025, and $ 2,375
−Removed: as of December 31, 2024.
+Added: This compares to $ 4,496 in proceeds and $ 4,428 in repayments for the period ended September 30,
+Added: The outstanding balance under the factoring arrangement was $ 157 as of September 30, 2025, $ 827 on June 30, 2025, $ 1,163 as of
+Added: March 31, 2025, and $ 2,375 as of December 31, 2024.
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.
+Added: INCORPORATED AND SUBSIDIARY
+Added: TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
+Added: in thousands, except per share data)
+Added: Purchase Programs
+Added: During 2025, the Company began participating in receivables purchase programs with JPMorgan (“JPM”) and
+Added: Mitsubishi UFJ Financial Group (“MUFG”) under which certain approved trade receivables may be sold on a non-recourse basis
+Added: (other than limited breach-based repurchase obligations).
+Added: Transfers that meet program eligibility are accounted for as sales under ASC
+Added: 860 and the receivables are derecognized;
+Added: related program discounts and fees are recorded as loss on sale.
+Added: Cash proceeds and settlements
+Added: are presented in operating cash flows.
+Added: During the three and nine months ended September
+Added: 30, 2025, we sold $ 1,670
+Added: and $ 2,264 of receivables under these programs, received $ 1,643 and $ 2,229 of cash proceeds, recognized $ 27
+Added: and $ 35 of discounts and fees recorded as loss on sale, and had $ 607
+Added: and $ 705 of derecognized receivables outstanding at period end.
+Added: No repurchases occurred.
also employs short term 10-month loan agreements annually to finance advance payments on Crime, EPLI, E&O, and D&O insurances.
4 unchanged sentences
The total amount of $ 52 is payable over 24 months with an interest rate of 6.21 %.
−Removed: On April 4, 2025, the Company entered into a
−Removed: second deferred payment agreement totaling $ 39 , related to the implementation and multi-year licensing of the Datarails, analytics
+Added: On April 4, 2025, the Company entered into a second
+Added: deferred payment agreement totaling $ 39 , related to the implementation and multi-year licensing of the Datarails, analytics platform.
This amount is payable over 36 months and carries a 0.0 % interest rate.
−Removed: As of June 30, 2025, the aggregate current portion
−Removed: of these obligations was $ 39 , with the long-term portion totaling $ 31 .
−Removed: INCORPORATED AND SUBSIDIARY
−Removed: TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: in thousands, except per share data)
+Added: As of September 30, 2025, the aggregate current portion of these
+Added: obligations was $ 39 , with the long-term portion totaling $ 21 .
COMMITMENTS AND CONTINGENCIES
3 unchanged sentences
Except as set forth below, we are not aware of any such legal proceedings or claims against the Company.
−Removed: series of legal actions and hearings took place starting in March of 2020 with the Vivos Group over Merger agreement violations and Vivos
+Added: series of legal actions and hearings took place starting in February of 2020 with the Vivos Group over Merger agreement violations and Vivos
Group debt obligations.
2 unchanged sentences
August 31, 2022, the arbitrator issued an award in favor of the Company and MMG, including fraud damages.
−Removed: Supplemental awards were issued on May 17, 2023, October
−Removed: 10, 2023, and October 27, 2023.
−Removed: The awards granted MMG the total of all notes receivable from the Vivos Group, contracted interest, attorneys’ fees
−Removed: and expenses of $ 1,209 ,
−Removed: and a contract damage of $ 1,000
−Removed: to be satisfied by the transfer of the Vivos Group’s shares of the Company
−Removed: Common Stock to the Company equal in value to $ 1,000 .
−Removed: May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs,
−Removed: expenses, and fees provided in the awards.
+Added: Supplemental awards were issued
+Added: on May 17, 2023, October 10, 2023, and October 27, 2023.
+Added: The awards granted MMG the total of all notes receivable from the Vivos Group,
+Added: contracted interest, attorneys’ fees and expenses of $ 1,209 , and a contract damage of $ 1,000 to be satisfied by the transfer of
+Added: the Vivos Group’s shares of the Company Common Stock to the Company equal in value to $ 1,000 .
+Added: May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses,
+Added: and fees provided in the awards.
On October 10, 2023, the Arbitrator issued a Supplemental Award outlining the Receiver’s powers.
−Removed: December 29, 2023, the Circuit Court for Montgomery County, Maryland entered all three arbitration awards as final judgments which became effective on January 29, 2024 after the appeal period expired.
−Removed: These judgments, totaling approximately
−Removed: $ 8,490 plus accrued interest, are enforceable for 12 years and may be enrolled in other states.
−Removed: On May 19, 2025, the Receiver submitted final recommendations, calculations, and a proposed order to the arbitrator.
−Removed: The response deadline was initially set for July 7, 2025, but was extended to August 6, 2025 after Vivos Holdings retained new counsel.
−Removed: On August 8, 2025, the arbitrator granted both parties until September 5, 2025 to submit replies to each other’s filings.
−Removed: On June 11, 2025, the Company’s subsidiary entered into a Memorandum
−Removed: of Understanding (“MOU”) to settle a California wage-and-hour matter that also included a representative claim under the California
−Removed: Private Attorneys General Act (“PAGA”).
−Removed: The MOU contemplates a gross settlement of $ 125,000 , inclusive of all attorneys’
−Removed: fees, costs, PAGA penalties, an individual settlement amount for the plaintiff, and settlement administration expenses, payable in installments
−Removed: following court approval.
−Removed: The agreement includes an “escalator” provision that may increase the gross settlement if the number
−Removed: of compensable pay periods exceeds agreed thresholds and is contingent upon final court approval.
−Removed: As of June 30, 2025, the settlement remains subject to court approval,
−Removed: and no liability has been recorded in the Company’s consolidated financial statements.
−Removed: Company’s authorized capital stock consists of 300,000,000 shares of common stock, with no par value.
−Removed: All authorized shares of
−Removed: Company Common Stock are issued and outstanding.
INCORPORATED AND SUBSIDIARY
1 unchanged sentence
in thousands, except per share data)
+Added: December 29, 2023, the Circuit Court for Montgomery County, Maryland entered all three arbitration awards as final judgments which became
+Added: effective on January 29, 2024 after the appeal period expired.
+Added: These judgments, totaling approximately $ 8,490 plus accrued interest,
+Added: are enforceable for 12 years and may be enrolled in other states.
+Added: May 19, 2025, the Receiver submitted final recommendations, calculations, and a proposed order to the arbitrator.
+Added: The response deadline
+Added: was initially set for July 7, 2025, but was extended to August 6, 2025 after Vivos Holdings retained new counsel.
+Added: On August 8, 2025,
+Added: the arbitrator granted both parties until September 5, 2025 to submit replies to each other’s filings.
+Added: On October 24, 2025, a non-evidentiary
+Added: hearing was held in Bethesda Maryland related to the Receiver’s proposed order.
+Added: of a written ruling from the arbitrator is expected in 2025.
+Added: June 11, 2025, the Company’s subsidiary, without admitting any fault, entered into a Memorandum of Understanding
+Added: (“MOU”) to settle an immaterial legal settlement.
+Added: Following court approval on October 9, 2025, $ 125 was
+Added: recognized in operating expenses for the quarter ended September 30, 2025.
+Added: This amount will be paid out over the next 5
+Added: Company’s authorized capital stock consists of 300,000,000
+Added: shares of common stock, with no
+Added: All authorized shares of Company Common Stock are
+Added: issued and outstanding.
RELATED PARTY TRANSACTIONS
16 unchanged sentences
Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC, and Federal Systems, LLC], which are collectively referred to as the “Vivos
−Removed: table below is a summary of Vivos Group related party notes receivable which, as of June 30, 2025, total $ 6,100 .
−Removed: Based on management’s current expected credit loss (“CECL”) assessment, which considered legal
−Removed: judgments in favor of Company and the ongoing receivership process supporting recovery and collectability, no allowance for credit losses
−Removed: has been recorded.
+Added: table below is a summary of Vivos Group related party notes receivable which, as of September 30, 2025, total $ 6,228 .
+Added: Based on management’s
+Added: current expected credit loss (“CECL”) assessment, which considered legal judgments in favor of Company and the ongoing receivership
+Added: process supporting recovery and collectability, no allowance for credit losses has been recorded.
+Added: INCORPORATED AND SUBSIDIARY
+Added: TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
+Added: in thousands, except per share data)
SCHEDULE OF RELATED PARTY NOTES RECEIVABLE
7 unchanged sentences
Balance on June 30, 2025
−Removed: Settlement Agreements
−Removed: June 2023, VREH successfully sold the property at 22 Baltimore Road in Rockville, Maryland, relieving Maslow of any liability related
−Removed: to the building, which MMG had been signed as a guarantor for in 2017 without management’s knowledge.
−Removed: In September 2024, the Company
−Removed: received $ 91 from the bankruptcy proceedings and sale of the building.
−Removed: This amount was applied toward reducing the Vivos Group’s
−Removed: outstanding debt to MMG (see table above).
−Removed: In December 2024, the Second Wind Consulting (“SWC”) matter was also resolved with MMG’s portion being $ 10 .
−Removed: Other expense portion of Other Income totaling approximately $ 41 in the second quarter and $ 68 for the six months ended June 30, 2025,
−Removed: were exclusively for receivership related costs for recovery of the arbitration award related to the Vivos Group.
+Added: Accrued interest
+Added: Balance on September 30, 2025
+Added: awarded legal fees and the fraud award of $ 1,000 , the total liability as of September 30, 2025 was $ 8,649 .
+Added: Other Expense on the accompanying consolidated financial statements approximately $ 41 in the second quarter and $ 68 for the
+Added: nine months ended September 30, 2025, were exclusively for receivership related costs for recovery of the arbitration award related to
+Added: the Vivos Group.
Party Relationships
October 29, 2019, prior to the Merger, Naveen Doki and Silvija Valleru became beneficial owners of Company Common Stock, equal to approximately
−Removed: 69 % and 17 % of the total number of shares of the Company’s Common Stock outstanding after giving effect to the Merger, respectively.
−Removed: INCORPORATED AND SUBSIDIARY
−Removed: TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: in thousands, except per share data)
−Removed: the present time, the Vivos Group shall not be entitled to vote any of their shares in Reliability at any annual or special meetings
−Removed: of the shareholders.
+Added: 69 % and 17 %, respectively, of the total number of shares of the Company’s Common Stock outstanding after giving effect to the Merger.
+Added: the present time, the Vivos Group shall not be entitled to vote on any of their shares in Reliability at any annual or special
+Added: meetings of the shareholders.
The Receiver is empowered to recover the awards by seizing shares of the Company held by Dr.
−Removed: Naveen Doki and his
−Removed: affiliates, the Vivos Group.
−Removed: Once the judgments in favor of Reliability are satisfied, the restrictions on the rights of the Vivos Group
−Removed: shareholders imposed by the Award shall be lifted.
+Added: Doki and his affiliates, the Vivos Group.
+Added: Once the judgments in favor of Reliability are satisfied, the restrictions on the rights
+Added: of the Vivos Group shareholders imposed by the Award shall be lifted.
BUSINESS SEGMENTS
9 unchanged sentences
Currently, the Company is not allocating interest income, interest expense,
−Removed: depreciation expense, other income (expense), income tax benefit (expense) and sales, general, and administrative expenses at the
−Removed: segment level.
−Removed: Our operating segments align with our organizational structure and are regularly reviewed by our Chief Executive
−Removed: Officer (our chief operating decision-maker or “CODM”) to allocate resources and assess performance.
−Removed: No additional segment expense categories (beyond cost of services) are regularly provided to the CODM.
−Removed: segments based on revenue and gross profit, which also guide our annual budgeting process.
−Removed: Monthly, our CODM reviews segment revenue
−Removed: and gross profit against the prior year and budget to inform working capital allocation decisions.
−Removed: The measure of segment assets is
−Removed: reported on the consolidated balance sheet as total assets.
+Added: depreciation expense, other income (expense), income tax benefit (expense) and sales, general, and administrative expenses at the segment
+Added: Our operating segments align with our organizational structure and are regularly reviewed by our Chief Executive Officer (our
+Added: chief operating decision-maker or “CODM”) to allocate resources and assess performance.
+Added: No additional segment expense categories
+Added: (beyond cost of services) are regularly provided to the CODM.
+Added: We evaluate segments based on revenue and gross profit, which also guide
+Added: our annual budgeting process.
+Added: Monthly, our CODM reviews segment revenue and gross profit against the prior year and budget to inform
+Added: working capital allocation decisions.
+Added: The measure of segment assets is reported on the consolidated balance sheet as total assets.
+Added: INCORPORATED AND SUBSIDIARY
+Added: TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
+Added: in thousands, except per share data)
following table provides a reconciliation of revenue and gross profit by reportable segment to consolidated results for the three-month
−Removed: and six-month periods ended June 30, 2025 and 2024, respectively:
+Added: and nine-month periods ended September 30, 2025 and 2024, respectively:
SCHEDULE OF GROSS PROFIT PERFORMANCE BY SEGMENT
Profit Performance by Segment
−Removed: the Three Months Ended June 30:
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: Business Segment
−Removed: Business Segment
+Added: the Three Months Ended September 30:
+Added: September 30, 2025
+Added: September 30, 2024
Video Production
Video Production
−Removed: INCORPORATED AND SUBSIDIARY
−Removed: TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: in thousands, except per share data)
−Removed: the Six Months Ended June 30:
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: Business Segment
−Removed: Business Segment
+Added: the Nine Months Ended September 30:
+Added: September 30, 2025
+Added: September 30, 2024
Video Production
1 unchanged sentence
SUBSEQUENT EVENTS
−Removed: Company has evaluated subsequent events through August 14, 2025, the date on which the unaudited condensed consolidated financial statements
−Removed: were available to be issued.
−Removed: Based upon this evaluation, management has determined that no material subsequent events have occurred that
−Removed: would require recognition in our disclosures in the accompanying unaudited condensed consolidated financial statements.
+Added: Company evaluated subsequent events through November 14, 2025, the date these unaudited condensed consolidated financial statements were
+Added: available to be issued.
+Added: On October 24, 2025, a non-evidentiary hearing was held in Bethesda Maryland related to the Receiver’s proposed
+Added: Issuance of a written ruling from the arbitrator is expected in 2025.
+Added: is a non-recognition subsequent event under ASC 855;
+Added: no adjustments to the accompanying financial statements are required.
+Added: and potential impact, if any, cannot be estimated at this time.
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.