What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-31 · 227 added, 335 removed, 106 unchanged (84% of the section changed)

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subsidiary, The Maslow Media Group, Inc.

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

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

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

The Company’s clients are in diverse industries

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

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

From 1971 to 2007, the Company was principally engaged in the design,

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

This business was shut

down in 2007, and the Company was continued as a “shell company” as defined by the Exchange Act, with no operating activities

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

was founded in 1988 by Linda Maslow, whose visionary drive led her to create a single resource dedicated to providing qualified production

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

Maslow was later incorporated in Virginia in 1992 and adopted

its current legal name, The Maslow Media Group, Inc.

Initially, the company focused on providing “script-to-screen”

services, primarily offering production management and support to television, cable, and multimedia outlets.

Over time, Maslow broadened

its scope by introducing workforce management solutions, including Employer of Record (EOR) services, as well as recruiting and staffing

As the company grew, it expanded its geographic presence, securing clients beyond the Washington, D.C.

metro area and establishing

itself as a trusted partner nationwide.

November 9, 2016, Linda Maslow sold the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Naveen Doki (“Dr.

Doki”) and Silvija Valleru (“Ms.

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

Doki, Shirisha Janumpally (“Mrs.

Janumpally”), wife of Dr.

Doki, Kalyan Pathuri (“Mr.

Pathuri”) husband

of Silvija Valleru, Igly Trust, and Judos Trust.

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

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

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

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

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

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

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

purchasing MMG and thereafter, the “Vivos Group” began borrowing monies from MMG starting with $1,400 in 2016, and by the

end of 2019, the balance had reached $3,418, which included a $3,000 guarantee from Dr.

Vivos Holdings, LLC, Vivos Real

Estate Holdings, LLC, and Mr.

Doki (collectively referred to as “Vivos Debtors”).

Additionally,

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

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

in an arbitration hearing and award in 2022.

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

series of legal actions and hearings took place starting in March of 2020 through September of 2021.

At that time, arbitration was agreed

by both the Vivos Group and MMG.

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

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

included citing fraud damages.

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

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

attorneys’ fees and expenses of $1,209, and a contract damage of $1,000, to be satisfied by the transfer of their shares of the

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

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

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

With respect to the receivership, the Vivos Group owners

or holders of all of the shares of common stock of the Company were declared not 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.

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

in Reliability’s case against the Vivos Group.

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

the defendants.

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

Reliability has collectible judgments which

the Receiver has been eligible to pursue.

In March 2025, MMG expects the Receiver to make a recommendation to the arbitrator.

of December 31, 2024, the Vivos Debtor balance was $5,847.

The Award value in totality currently aggregates $8,177, independent of legal

fees and interest.

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

shareholders within a reasonable time thereafter.

of December 31, 2024, there were 300,000,000 shares of the Company’s common stock, no par value per share (the “Company Common

Stock” or “Common Stock”) outstanding.

of January 27, 2025, we had 23 team members (staff employees) at our Clarksburg, MD corporate and remote locations.

During the fiscal

year ended 2024, we assigned approximately 794 field talent workers of which 111 were deemed full-time equivalent (FTE) throughout the

of December 31, 2024, 578 active field talent workers and 23 Maslow staff employees had been employed over the past six months.

(“Maslow” or “MMG”), provides workforce solutions consisting primarily

of Employer of Record (“EOR”) services, Staffing Solutions, Managed Services, and Video Production Services.

serves clients across diverse industries, including media, financial services, healthcare, telecommunications, pharmaceuticals, energy,

and education, both domestically and internationally.

was incorporated in Texas in 1953.

From 1971 to 2007, the Company was engaged in the design, manufacture, and support of high-performance

semiconductor testing equipment.

That business was discontinued in 2007, and the Company remained a shell company under the Exchange

Act until October 29, 2019.

was founded in 1988 and incorporated in Virginia in 1992.

Initially focused on production management and media support services in the

Washington, D.C.

market, Maslow expanded over time into broader workforce management solutions, including EOR, staffing, and managed

services, and grew its geographic reach nationwide.

November 9, 2016, Maslow was acquired by Vivos Holdings, LLC, owned by Naveen Doki and Silvija Valleru.

connection with the October 29, 2019 reverse merger through which Maslow became a wholly owned subsidiary of Reliability, certain

former controlling shareholders of the Company, together with entities owned and controlled by them or under common control

(collectively, the “Vivos Group”) had financial obligations to Maslow and were party to certain undisclosed debt

arrangements.

the merger, the Company determined that members of the Vivos Group had borrowed funds from Maslow and had caused Maslow to be a borrower

or guarantor on certain obligations without full disclosure.

Disputes arose relating to repayment obligations, guarantees, and related

matters (the “Vivos Matter”).

disputes were submitted to binding arbitration in 2022.

The arbitrator ruled in favor of the Company and Maslow and issued awards in

2022 and 2023 providing for recovery of principal amounts, contractual interest, attorneys’ fees, and contract damages.

The arbitration

awards were subsequently confirmed by the Circuit Court for Montgomery County, Maryland and became final judgments in January 2024.

February 2026, the Company entered into a settlement agreement with members of the Vivos Group providing for the transfer of 253,292,210

shares of the Company’s common stock to the Company in satisfaction of certain claims.

The Company has filed a motion with the

court seeking entry of a consent judgment to effectuate the transfer of these shares through the Company’s transfer agent.

Company intends to hold an annual meeting of shareholders following the resolution of ownership matters related to the settlement.

of December 31, 2025, the Company employed approximately 589 representing approximately 120 full-time equivalent (“FTE”)

positions on average throughout the year.

This includes both corporate personnel and employees placed with clients.

2025, the Company reduced corporate staffing levels as part of a cost-management initiative designed to align operating expenses with

current revenue levels while maintaining the infrastructure necessary to support future growth.

of December 31, 2025, 428 field talent workers had been active within the preceding six months.

Approximately

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

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

any of our other team members or field talent.

To date we have not experienced any material labor disruptions.

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

The Company is not aware of any current efforts to organize additional

employees or field talent workers and has not experienced any material labor disruptions.

of Record (“EOR”)

Employer of Record (“EOR”) solution offers a unique, outsourced workforce management service.

Under this model, Maslow assumes the costs

and compliance obligations associated with employing contingent workers, who are classified as Maslow employees.

While the client maintains

responsibility for their workplace environment, Maslow manages all administrative duties, including employee classification, onboarding,

and compliance.

arrangement provides clients with robust legal and compliance protection, as Maslow’s expert team ensures workers are accurately

classified—whether as employees or independent contractors.

Proper classification is critical, as misclassifying an employee as

an independent contractor can expose clients to substantial financial and legal risks.

Under this model, Maslow assumes

the costs and compliance obligations associated with employing contingent workers, who are classified as Maslow employees or Contractors.

While the client maintains responsibility for their workplace environment, Maslow manages the employee lifecycle, including but not limited

to worker classification, onboarding, offboarding, payroll processing and disbursement and compliance.

arrangement provides clients with robust compliance protection, as Maslow’s expert team ensures workers are accurately classified—whether

as employees or independent contractors.

Proper classification is critical, as misclassifying an employee as an independent contractor

can expose clients to substantial financial and legal risks.

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

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claims administration

site workforce management.

Recruiting/Staffing

Solutions & Managed Services

over 30 years, Maslow has been a leader in the staffing industry, building and continuously expanding a global network of multimedia

and video production professionals.

This network, comprising camera crews, technical experts, and creative talent, allows us to respond

rapidly to our media clients’ needs for contingent staffing and direct hires.

recent years, we have broadened our focus beyond media roles to include staffing services for IT, Accounting and Finance, and administrative

This diversification enables us to meet the evolving needs of our clients across various industries.

recent years, we have broadened our focus beyond media roles to include staffing services for Creative, Marketing and IT positions.

diversification enables us to meet the evolving needs of our clients across various industries.

offers a wide range of temporary staffing solutions, including:

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by our clients with little to no notice.

2021, we launched a dedicated practice focused on placing full-time equivalent employees on a contingency fee basis.

This high-margin

business line has had a positive impact on our overall margins and operating income, as detailed in our Results of Operations .

Unlike temporary staffing or EOR services, Direct Hire placements do not incur employee or 1099 vendor costs, with costs limited to an

allocated share of recruiting software subscription costs.

This line of business, initially branded as “Permanent Placement,”

continues to strengthen our profitability.

and Multimedia Production

remains a trusted provider of multimedia and video production solutions for corporate, government, and broadcast clients.

a large, pre-vetted network of highly skilled freelancers worldwide, Maslow is uniquely equipped to respond quickly to client needs.

Our network includes:

of photography

and teleprompter operators

support a wide array of video production projects, including branding videos, documentaries, public service announcements (PSAs), training

modules, live events, webcasts, animations, and more.

Our freelance teams collaborate with our in-house, full-time Video Production Managers,

who bring extensive experience to each project.

These managers work closely with the team to shape the vision and story, ensuring seamless

execution from concept to final delivery.

2021, we launched a dedicated practice focused on placing full-time employees on a contingency fee basis.

This high-margin business line

has had a positive impact on our overall margins and operating income, as detailed in our Results of Operations .

Unlike temporary

staffing or EOR services, Direct Hire placements do not incur employee or 1099 vendor costs, with costs limited to an allocated share

of recruiting software subscription costs.

This line of business, initially branded as “Permanent Placement,” continues to

strengthen our profitability.

Production Services

Production Services division supports a wide array of video production projects, including branding videos, documentaries, public service

announcements (PSAs), training modules, live events, webcasts, animations, and more.

Our freelance teams collaborate with our in-house,

full-time Video Production Managers, who bring extensive experience to each project.

These managers work closely with the team to shape

the vision and story, ensuring seamless execution from concept to final delivery.

addition to our human resources, Maslow sources state-of-the-art broadcast equipment for use across television, internet, and social

media platforms.

Staffing Solutions

delivers highly skilled IT professionals to support digital transformation, infrastructure management, and security initiatives.

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Our network includes:

Software developers

Data managers

Network engineers

Mobile strategies

Systems administrators

Cloud architects

Cybersecurity specialists

IT project managers

Data analysts

AI, ML, & automation

Quality assurance specialists

administrators

Cybersecurity

project managers

ML, & automation leads

assurance specialists

system integrations and cloud migrations to cybersecurity enhancements and AI implementation, our IT experts bring technical excellence

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transitions, and compliance requirements.

Staffing Solutions

connects businesses with top creative talent to execute compelling multimedia productions and digital projects.

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Our network includes:

Graphic designers

Art directors

UX/UI designers

Video editors

Motion graphics artists

Copywriters and content

Branding specialists

Website developers

graphics artists

and content strategists

brand development, interactive media, and digital storytelling, our creative teams collaborate with in-house creative directors to bring

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also sources industry-leading creative tools and software to support high-quality content development across digital, print, and broadcast

Staffing Solutions

marketing requires both strategy and execution, and Maslow helps organizations scale their marketing efforts with access to top-tier

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Our network includes specialists in:

Digital marketing

Product marketing

Content marketing

SEO and website analytics

Social media marketing

Marketing automation

Email marketing

Data science & analytics

E-commerce & shoppable

and website analytics

media marketing

science & analytics

& shoppable content

campaign development to performance analytics, our marketing teams work alongside in-house Marketing Managers who ensure strategic consistency

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scope or complexity.

operates within the workforce management and production services industry.

The services Maslow provides (managed services, employer of

record, staffing, recruiting, and video production services) generally fall within the broader category known as “workforce management”

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

Our core offerings include employer of record

(EOR), staffing, recruiting, and video production—fall under the broader category of workforce management solutions.

workforce management industry, particularly temporary staffing, plays a crucial role in providing businesses with the flexibility to

adjust their workforce in response to changing market conditions.

Temporary staffing allows clients to scale their labor needs efficiently,

converting fixed labor costs into variable expenses where necessary.

With increasing competitive and economic pressures, demand for a

flexible workforce continues to rise as businesses seek cost efficiencies, payroll compliance management, and adaptability to shifting

market conditions.

to the Staffing Industry Analysts (SIA), the U.S.

staffing market is expected to grow by 5% in 2025, following a 10% decline in 2024.

Several key trends are shaping the industry:

Integration Across Staffing Functions:

While AI has primarily been used for talent acquisition and candidate assessment, its

role is expanding to sales, recruiting, finance, payroll, marketing, IT, and corporate operations.

of Outsourced Solutions:

Outsourced staffing solutions have gained traction, particularly in highly skilled professional sectors.

IT Staffing and Solutions Benchmarking Survey found that outsourcing solutions accounted for 21.6% of aggregate

revenue in the first half of 2024.

Clients increasingly favor outsourced models to shift responsibility for achieving outcomes to

staffing firms, reducing direct management burdens.

Reliance on Third-Party Technology for Candidate Sourcing :

SIA reports that 98% of staffing firms utilize online job advertisers.

In 2025, 29% plan to increase their investment in job advertising, while 55% intend to maintain current spending, and only 6% anticipate

reducing usage.

AI Regulations:

As AI adoption accelerates, regulatory frameworks are evolving.

states are implementing consumer

privacy laws with AI-related restrictions.

For example, California has enacted an AI Act imposing penalties of $5,000 per violation

OVERVIEW AND TRENDS

operates within the workforce management and production services industry, a segment of the broader human capital solutions market.

Company’s core offerings, including employer of record (“EOR”) services, staffing and workforce solutions, managed

services, and video production support — predominantly fall under temporary staffing and outsourced workforce management solutions.

workforce management industry, particularly temporary staffing and outsourced workforce solutions, plays an integral role in enabling

businesses to respond to dynamic labor needs.

Temporary staffing allows clients to scale labor resources efficiently, convert fixed labor

costs into variable expenditures, and access specialized talent.

for outsourced workforce management solutions has grown in recent years as businesses increasingly seek cost efficiencies, payroll compliance

support, and operational flexibility.

industry includes a range of service providers, from traditional staffing firms to specialized EOR and managed employment solution providers.

These services facilitate compliance with employment regulations, streamline contingent workforce oversight, and reduce administrative

burdens associated with labor management.

to Staffing Industry Analysts (SIA), as of February 20, 2026, the U.S.

staffing ranks as the largest staffing market in the world with

revenue of $184 billion in 2024 .

key trends are shaping the workforce management industry:

Dynamics and Market Conditions.

According to Staffing Industry Analysts (SIA) in their U.S.

Staffing Industry Forecast, 2025–2026, the U.S.

staffing market is projected to grow

modestly in 2026 following a contraction in 2025.

SIA reports that the staffing industry

is expected to have cumulative growth of 10% between 2025 and 2030 , Industry performance

continues to reflect underlying macroeconomic conditions, client demand variability, and

labor market tightness.

Adoption of Flexible Workforce Models.

As organizations seek operational agility, temporary

and contract workforce solutions remain a strategic lever for managing cost structures and

scaling project demand without long-term fixed commitments.

● Integration

of Artificial Intelligence and Automation.

Staffing and workforce solutions providers are

increasingly integrating artificial intelligence (“AI”) and automation tools

across recruitment, candidate sourcing, screening, matching, and onboarding workflows.

industry surveys indicate that a majority of talent acquisition functions now utilize AI-enabled

tools, with growing deployment of autonomous agents for candidate engagement and qualification

(SIA / Korn Ferry Talent Acquisition Trends Report, 2025.).

These technologies are improving

recruiter productivity, speed to fill, and workforce matching accuracy.

Demand for Outsourced and Managed Services Solutions.

Clients are showing rising interest

in comprehensive outsourced workforce solutions, including managed services programs (“MSP”)

and EOR arrangements.

In certain professional and skilled labor segments, outsourced models

accounted for a meaningful share of total industry revenue in recent periods (SIA U.S.

Staffing and Solutions Benchmarking Survey, 2025).

Businesses in highly regulated environments

have favored third-party workforce partners to manage compliance complexity, payroll administration,

and tax reporting obligations.

on Third-Party Digital Platforms for Talent Sourcing.

Adoption of digital sourcing and online

advertising channels remains pervasive across staffing firms.

Industry data suggests widespread

utilization of online job advertising platforms, with many firms planning to maintain or

increase investments in digital candidate acquisition tools to support volume hiring and

specialized talent pipelines (Staffing Industry Analysts Digital Usage Survey, 2025).

and Compliance Developments Affecting Technology Use.

As the use of AI accelerates, regulatory

frameworks at the federal and state levels are emerging.

Several jurisdictions are considering

or implementing laws related to AI transparency, data privacy, and algorithmic decision-making.

Organizations operating in multiple states are increasingly monitoring regulatory developments

to ensure compliance and mitigate potential liabilities.

temporary staffing industry is large and highly fragmented, comprising thousands of competing firms.

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performance and GDP trends, this projection is significant.

However, ASA also reported a 6.1% year-over-year decline in temporary help

jobs as of January 2025.

ASA also reported a 2% year-over-year increase in temporary help jobs as

of January 2025.

and Regulatory Factors

firms face dual challenges of talent acquisition and client retention.

Demand for temporary staffing is closely tied to overall labor

market strength and evolving workforce flexibility trends.

The industry remains highly sensitive to economic cycles—expanding during

growth periods and consolidating during downturns due to competitive pressures, bankruptcies, and client usage reductions.

factors influencing industry dynamics include:

interest rates

chain disruptions

complexity continues to drive demand for EOR solutions, particularly among employers with multi-state operations.

New state laws on paid

leaves, discrimination protections, child labor, medical marijuana, and workplace safety are set to take effect on January 1, 2025.

kicked off on January 1, employers with thirty or more employees in Minnesota will be required to provide salary ranges and general

descriptions of benefits in job postings, and several modifications to the state’s earned sick and safe time (ESST) program.

expanded paid sick leave requirements in 2024, and beginning on January 1, 2025, enacted several laws, including expanding protections

against unlawful discrimination;

prohibiting mandatory workplace meetings to discuss political or religious matters, including union

and allowing employers to obtain temporary restraining orders (TROs) against individuals who subject employees to unreasonable

covered employers must start contributing payroll deductions to fund the Delaware Paid Family and Medical Leave program, which was

established in 2022.

The first due date is April 30, 2025.

To achieve improved pay transparency Illinois amended the Equal Pay Act of 2003 to require employers with at least fifteen employees

to include “pay scale and benefits” in job postings beginning January 1, 2025.

In continuing evolution of its sick leave law, in 2025 expanded the requirement of coverage to employers with twenty-five or more

employees working in the state.

Historically,

our business has been dominated by three key clients, and 2024 was no exception as our top three clients accounted for $15,264 representing

63.6% of our total revenue of $23,982.

In 2023, the same three clients contributed $10,618 or 49.5% of our total revenue of $21,451.

$4,646 increase in revenue from our top three clients significantly outpaced our overall revenue growth of $2,531 in 2024.

their share of total revenue rose by 14.1 percentage points, from 49.5% in 2023 to 63.6% in 2024.

other client exceeded 10% of revenues in 2024.

top five customers represented 74.4% of our revenue in 2024 compared to 61.9% in 2023.

a top 10 perspective, revenue from our top 10 clients totaled $21,612 which represents 90.1% of our revenue in 2024 compared with $18,526,

representing 86.4% of revenue in the year ending December 31, 2023.

of December 31, 2024, three clients each accounted for 10% or more of our A/R, collectively representing 80.7% of the total.

an increase from the top three’s 74.4% concentration of A/R on December 31, 2023.

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

Staffing and 3) EOR expansion.

margins remain strong, ranging between 17% and 20%, with revenue reaching $3,301 for the 12-month period ending December 31, 2024,

compared to $3,098 for the same period in 2023.

This reflects 13.8% of MMG’s total revenue in 2024, down from 14.4% in 2023.

staffing revenue increased by $203, its percentage of total revenue declined by 0.7% due to a $2,554 (1.9%) rise in EOR revenue.

Media Staffing revenue in 2024 was $3,227 compared to $2,751 in 2023.

Our IT Staffing declined by $273 from $347 in 2023 to $74 in 2024.

In 2024, we were able to add to our Sales Team resources that have IT Staffing experience, and we believe we will see an uptick in this

segment in 2025.

2025, we are expanding our focus to include 1) creative and 2) marketing alongside our 3) core media and 4) IT services.

We have updated our website and collateral to reflect these two new categories.

We are equipped to recruit for these four categories plus

human resources (HR), accounting and finance (A&F) and legal.

objective in 2025 is to increase these levels at a steady linear pace, with an emphasis on the immediate needs of our existing clients

and prospects.

We have access to talent across the business spectrum, and we need to market non-media roles to our many clients who have

staffing needs in other functional areas of their business.

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

which is conducive to an EOR solution.

We continue to believe, however, that there is an opportunity to leverage this expertise into

other industries.

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

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

for an EOR solution, and competition from other providers of EOR services.

constantly evolving landscape and variability of state labor regulations have underscored the importance of the Employer of Record (EOR)

model, particularly for organizations that prioritize compliance.

Per the American Staffing Association (ASA), equal pay and benefits

litigation in New Jersey and Illinois could influence other states.

Regulatory issues to watch include wage and hour, paid leave, data

privacy, pay transparency, noncompete agreements, AI, worker classification, I-9, and immigration.

January 10, 2024, the U.S.

Department of Labor (DOL) published a final rule modifying its Wage and Hour Division regulations to replace

its analysis for determining employee or independent contractor classification under the Fair Labor Standards Act (FLSA), with a six-factor

“economic reality” test, that went into effect March 11, 2024.

rule change was designed to reduce the risk that employees are misclassified as independent contractors, as according to the Department

of Labor, the misclassification of employees as independent contractors may deny workers minimum wage, overtime pay, and other protections.

An aggressive enforcement of this “final rule” could and should create greater incentive for companies to virtually eliminate

their risk of noncompliance by outsourcing their 1099 contractors to an EOR company, such as ours, who hires the 1099s, and then leases

their services to those companies.

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

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

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

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

freelancers to perform limited time or project-based assignments.

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

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

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

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

when we merged with Reliability in October 2019.

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

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

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

Meanwhile, we continue to foster organic growth

through new sales to new and existing customers.

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

No shares are expected to become available to the Company

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

split of the outstanding shares of Common Stock is approved.

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

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

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

but unissued, shares of Common Stock.

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

stated above under “Our Industry,” the trend for staffing expertise in the areas of AI, gig, cloud services, and VMS/MSP,

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

We will continue to embrace this trend and look

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

Additionally,

we will continue to invest in technology and process improvements and resources to grow the staffing side of our business and to ensure

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

late 2024, we began using ADP as our payroll processor, which brings workforce management cloud services that enable us to better manage

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

This new partnership was implemented to help improve

both our employee and client experiences, while creating operational efficiencies and improved reporting.

staffing and workforce management industry is influenced by macroeconomic conditions and regulatory developments.

Demand for temporary

staffing and employer of record (“EOR”) services is closely tied to overall labor market strength, workforce participation

rates, and employer demand for flexibility.

The industry is cyclical in nature, generally expanding during periods of economic growth

and contracting during downturns as clients reduce labor utilization and discretionary spending.

economic factors influencing industry dynamics include:

rate levels and access to capital

● Inflationary

pressures and wage growth

● Unemployment

and labor force participation rates

● Geopolitical

instability and economic sanctions

economic growth or recessionary conditions

complexity continues to drive demand for EOR and managed workforce solutions, particularly among employers operating across multiple

jurisdictions.

Federal, state, and local employment laws frequently change and may increase compliance obligations for employers.

legislative developments include expanded paid family and medical leave programs in several states, enhanced pay transparency and reporting

requirements, evolving data privacy and artificial intelligence regulations affecting employment decision-making, and changes to wage,

hour, and workplace safety standards.

developments increase administrative complexity for employers and may contribute to continued demand for outsourced workforce compliance

growth strategy is focused on expanding revenue within existing client relationships, broadening its Employer of Record (“EOR”)

and Staffing Solutions footprint, and improving margin mix through higher-value service offerings.

Vertical Expansion Within Existing Accounts

Company seeks to increase share-of-wallet within existing client relationships by introducing IT, creative, marketing, HR, and finance

staffing solutions to established media and EOR clients.

This cross-selling approach leverages existing relationships, reduces customer

acquisition costs, and increases revenue per client.

Expansion of EOR and Staffing Solution Services

Company continues to expand its EOR and Staffing model beyond the media sector into industries with meaningful freelance, project-based,

and multi-state workforce requirements.

Regulatory developments, including evolving worker classification standards and multi-jurisdictional

employment compliance obligations, have increased demand for outsourced employer-of-record solutions.

Company’s target client profile includes:

● Multi-state

● High-growth

● Professional

services firms

● Organizations

operating hybrid workforce models

Margin Optimization Through Direct Hire and Managed Services

Company continues to develop its Direct Hire and Managed Services offerings to enhance margin profile and revenue visibility.

Hire placements generate fee-based revenue without associated payroll exposure, while Managed Service engagements typically involve longer

contract durations and greater revenue predictability relative to short-term staffing assignments.

LANDSCAPE AND DIFFERENTIATION

staffing services market is highly fragmented and intensely competitive, with relatively low barriers to entry.

We compete at national,

regional, and local levels against both full-service and specialized staffing firms.

Many of our competitors possess significantly greater

financial and marketing resources, allowing them to scale operations and invest in technology at a faster pace.

The competitive nature

of the industry continues to exert downward pressure on pricing, and we anticipate this trend will persist.

competitive factors in attracting top-tier candidates for temporary and contract assignments include competitive pay rates, job availability,

assignment duration, and responsiveness to placement requests.

Additionally, client retention depends on our ability to consistently

source and place high-quality candidates who meet specific client needs in a timely manner.

While we believe we compete effectively in

these areas, increasing competition may further challenge margins across the industry.

maintain a sustainable advantage, we recognize the evolving role of digital staffing platforms and the rise of human cloud services.

However, we firmly believe that technology alone cannot replace the value of strong personal relationships.

MMG’s core strength

lies in blending human connection with modern technological advancements.

Our ability to integrate emotional intelligence with data-driven

staffing solutions positions us uniquely in the marketplace.

By continuing to invest in experienced career professionals who understand

the nuances of the EOR model and our client needs;

while leveraging cutting-edge digital tools, we create a hybrid approach that enhances

efficiency without sacrificing the personalized service that defines our brand.

fusion of high-tech capabilities and client-centric engagement remains our key differentiator, allowing us to deliver superior workforce

solutions while maintaining strong, long-term relationships with both clients and candidates.

staffing and employer-of-record (“EOR”) market is highly fragmented.

Competitors range from large publicly traded global

firms to regional providers and technology-enabled platforms offering digital workforce solutions.

Company primarily operates within specialized professional segments, including media, production, and project-based workforce environments,

where client relationships, industry experience, regulatory compliance, and service execution are significant competitive factors.

Company’s competitive positioning is supported by the following characteristics:

Experience in Media and Project-Based Environments

The Company has longstanding experience serving corporate media, broadcast production, and event-driven organizations, which often require

specialized workforce coordination and rapid deployment capabilities.

Workforce Solutions Model

The Company provides staffing solutions including managed services, EOR, and production-related services within a single operating platform.

This integrated approach allows clients to engage multiple workforce solutions through one provider.

and Client Service Infrastructure

In addition to technology-enabled processes, the Company maintains internal compliance oversight and client service resources focused

on employment risk management, payroll administration, and workforce support.

Service Structures

The Company offers customizable workforce solutions designed to address varying client needs across industries and project scopes.

Company believes this model enables it to compete effectively in relationship-driven and compliance-sensitive market segments.

CYCLICALITY AND REVENUE TRENDS

staffing industry has historically been cyclical, often serving as a leading indicator of economic fluctuations.

During periods of economic

expansion, staffing clients typically rely on temporary staffing to supplement their existing workforce, transitioning to direct hires

when long-term demand is anticipated.

Conversely, during economic downturns, temporary staffing needs tend to decline rapidly as companies

scale back operations and reduce workforce expenses.

broader economic trends, our revenue patterns are also influenced by seasonal factors such as recurring annual client, sporting, and

political events, election cycles, and sporting seasons, all of which drive demand for short-term staffing solutions.

Over the past four

years, including 2024, the fourth quarter has consistently been our busiest, contributing an average of 27.9% of our annual revenue.

This increase is largely attributed to the fall event schedule and year-end projects initiated by several key clients.

a notable shift has emerged in recent years, with December revenues declining as more clients opt to suspend media operations around

staffing industry has historically been cyclical and is often considered a leading indicator of broader economic conditions.

During periods

of economic expansion, clients frequently utilize temporary staffing to supplement their existing workforce and may convert temporary

placements to permanent hires as long-term demand becomes more certain.

During economic downturns, demand for temporary staffing can

decline rapidly as clients reduce operating costs and workforce levels.

addition to macroeconomic conditions, the Company’s revenue patterns are influenced by seasonal factors, including recurring annual

client events, political cycles, and sporting seasons that drive demand for short-term staffing and production support.

Over the past

seven fiscal years, including 2025, the fourth quarter has been the Company’s highest revenue quarter, contributing an average

of approximately 27.9 % of annual revenue.

This concentration has historically been driven by fall event schedules and year-end

project activity.

recent periods, the Company has observed reduced revenue in December as certain clients suspend or scale back media operations during

the holiday period.

This evolving trend underscores the importance of diversifying our client base and service offerings to mitigate

seasonal revenue fluctuations and maintain steady growth throughout the year.

continuously monitoring economic conditions and adapting our service model to evolving client needs, we aim to position ourselves for

resilience and sustained success in an increasingly dynamic staffing landscape.

This shift has modestly altered recent intra-quarter revenue patterns, with last four-year average between 2022-2025

in December average $1,706 versus previous three-year average of $3,000 from 2019-2021.

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

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What changed 10-K

Item 1. Business