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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-31 · 218 added, 672 removed, 14 unchanged (98% of the section changed)

6 unchanged sentences

be materially adversely affected.

As a result, the trading price of Company Common Stock could decline, and investors could lose part

or all of their investment.

As a result, the trading price of our common stock could decline, and investors could lose part or

all of their investment.

The risks below are not the only risks we face.

1 unchanged sentence

deem to be immaterial may also adversely affect our business, financial condition, or results of operations.

All dollar amounts presented in this Form 10-K, unless otherwise specified, are expressed in thousands.

investment in our Common Stock should be considered high risk .

investment in RLBY should be considered high risk and requires long-term commitment, with no certainty of return.

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

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

of Economic Conditions and Public Health Factors

demand for staffing services is closely tied to general economic conditions.

One notable shift in the industry has been the widespread

adoption of remote work, which has negatively impacted the media staffing sector.

Some companies have chosen not to restore their pre-pandemic

workforce levels or leveraged new technology to create a more efficient operation, requiring fewer personnel to meet their needs.

conversations expanding towards more return-to-work initiatives, staffing services demand may potentially increase.

Employee turnover

may increase with individuals looking to remain in a remote position.

public health developments, including potential new viruses or variants of COVID-19, introduce additional uncertainties.

The impact on

our business will depend on various factors, including vaccine distribution, government regulations at federal, state, and local levels,

and evolving client policies aimed at mitigating health risks.

Given these uncertainties, we remain focused on agility, proactive workforce

planning, and diversifying our service offerings to navigate potential disruptions effectively.

RELATED TO OUR COMPANY

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

Approximately

84.4% of Company’s Common Stock is owned by two groups of related parties (“Vivos Group”), as outlined below.

during the period of receivership, Vivos Group owners or holders of all common stock shares are ineligible to vote those shares per the

arbitration awards (see Item 3).

Directly Owned

Silvija Valleru

Shirisha Janumpally

Kalyan Pathuri

Party Indebtedness;

to the Merger, shareholders of Vivos (“Vivos Debtors”), directly and through affiliated entities, borrowed funds from Maslow

(the “Related Party Debt”).

As of December 31, 2019, the aggregate outstanding balance including principal and interests

was approximately $4,169.

Related Party Debt is currently in default, and as of December 31, 2024, had a balance of $5,847.

In August 2022, Maslow learned it had

prevailed in arbitration against the Vivos Group.

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

29, 2024, these arbitration awards entered as judgments in Reliability’s case against the Vivos Group, allowing the appointed Receiver

to pursue collection efforts.

Additionally,

prior to the Merger, members of the Vivos Group incurred financial obligations through their other business ventures and caused Maslow

to become co-obligor or guarantor, pledging Maslow’s assets as security.

In 2021, Maslow paid approximately $450 to satisfy obligations

incurred before the Merger.

September 2022, MMG discovered, after it was concealed by the codefendants and their counsel, that a lawsuit filed by Vivos IT, LLC against Second Wind Consultants (“SWC”) in May 2019

included MMG as a plaintiff.

The lawsuit, which accused SWC of fraud in the inducement and unjust enrichment, was initiated by five parties

including Vivos IT, LLC, Maslow Media Group, Inc., Suresh Venkat Doki, Naveen Doki, and Silvija Valleru.

The case related to a debt restructuring

services agreement secured by the Vivos Group for their then-owned entities, including Maslow Media Group, Inc., Health Care Resources

Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc., and US IT Solutions, Inc.

to MMG management, SWC countersued all plaintiffs on September 30, 2019, seeking to collect an unpaid balance of $403.

This litigation

was not disclosed to Maslow management or Reliability prior to the Merger’s closing on October 29, 2019.

On December 18, 2024,

MMG and other original parties settled with Second Wind Consultants.

MMG’s portion was $10.

It is highly likely that the initial portion

of the recovered arbitration award will be in shares of our common stock rather than cash, which could negatively impact the Company’s

liquidity and working capital.

As of December 31, 2024, the Vivos Group’s outstanding

Notes Receivable obligation was $5,847.

However, the composition of Vivos Group assets available to settle this obligation remains uncertain.

Management anticipates that common stock will be used to satisfy the initial portion of the overall liability.

With awarded legal fees

and the fraud award of $1,000, the total liability as of February 28, 2025, was $8,280.

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

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

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

For example, we became aware

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

Legal fees for the SWC matter which resulted in a $10 settlement, were

approximate additional $170.

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

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

These liabilities could have a material

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

Reliability periodically runs lien checks to detect if there are any

other new uncommunicated pre-existing liabilities on the record.

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

the Company and take appropriate action.

a new shareholder base is the outcome of the arbitration, a new shareholder base may decide to change the strategic direction of the

Company in a significant way.

This might include, but is not limited to, capitalization plans, whether the Company remains a public company,

merger and acquisition plans, corporate structure, and executive management.

success of our business depends on our ability to attract and retain qualified employees that possess the skills demanded by clients

and intense competition may limit the ability to attract and retain such qualified employees .

the Company’s staffing, executive recruiting, and video production services, the success of the Company depends on the ability

to attract and retain qualified employees who possess the skills and experience necessary to meet the requirements of clients or to successfully

bid for new client projects.

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

retain some top talent The ability to attract and retain qualified employees could be impaired by improvement in economic conditions

resulting in lower unemployment, increases in compensation, or increased competition.

During periods of economic growth, the Company

faces increasing competition from other staffing companies for retaining and recruiting qualified temporary and permanent employees,

which in turn leads to greater advertising and recruiting costs and increased salary expenses.

These problems can be exacerbated by the

fact that the Company often must attract and retain employees with skills specific to the video production industry, which narrows the

pool of available, qualified employees that the Company may draw upon.

If the Company cannot attract and retain qualified temporary and

permanent employees, the quality of its services may deteriorate and the financial condition, business, and results of operations may

be materially adversely affected.

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

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

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

Many companies have invested in substantial personnel,

infrastructure, and financial resources in their own internal HR organizations, and therefore, may be reluctant to switch to our solution.

Companies may not engage us for other reasons, including a desire to maintain control over all aspects of their HR activities, a belief

that they manage their HR activities more effectively using their internal administrative organizations, perceptions about the expenses

associated with our services, perceptions about whether our services comply with laws and regulations applicable to them or their businesses,

or other considerations that may not always be evident.

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

placed resources to their payroll.

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

Additional concerns or considerations

may also emerge in the future.

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

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

and solution are less well-known.

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

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

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

the Company, terminating their relationship with the Company, or becoming unable to pay for services on a timely basis or at all.

demand for the types of services our Company offers is sensitive to changes in the level of economic activity, the Company’s business

has in the past, and may in the future, suffer during economic downturns.

Demand for the services we provide is highly correlated to

changes in the level of economic activity and employment.

Consequently, as economic activity begins to slow down, it has been the Company’s

experience that companies tend to reduce their use of our services, resulting in decreased revenues and profit levels.

In addition, the

Company may experience pricing pressure during economic downturns, which could have a negative impact on the results of operations.

many of our clients are corporate media departments and broadcast networks.

As a result, any industry downturn that affects these kinds

of companies could have a major effect on our business.

deterioration of the financial condition and business prospects of clients could reduce their need for the staffing and executive recruiting

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

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

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

late 2022 and early 2023, some of our clients announced layoffs, which led to a reduced usage of our staff in 2024.

Our two largest clients,

however, increased their business as measured by revenue by 2% and 6%, respectively, in 2024 over 2023.

2023, two of our top 20 clients informed us they were scaling back their media operations due to financial hardship.

Thus, revenues for

these two clients declined in revenue by a combined $492 in 2024 over 2023 and an additional $56 when comparing 2024 to 2022.

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

State unemployment tax rates are established

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

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

state unemployment tax rates.

This would result in higher direct costs for us.

In addition, many states’ unemployment funds were

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

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

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

If a state fails to

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

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

Company’s financial condition, business, and results of operations .

business model involves employing individuals and placing such individuals in our clients’ workplaces.

However, the Company has

limited control over the work environments at client locations.

As the employer of record, the Company assumes certain risks and potential

liabilities related to workplace incidents involving both employees and clients, including:

of misconduct or negligence on the part of employees;

discrimination

or harassment claims against employees, or claims by employees of discrimination or harassment by clients or the Company;

immigration-related

relating to violations of wage, hour, and other workplace regulations;

related to wrongful termination or denial of employment;

of employment rights related to employment screening or privacy issues;

relating to employee benefits, entitlements to employee benefits, or errors in the calculation or administration of such benefits;

claims relating to misuse of clients’ confidential information, misappropriation of assets, or other similar claims.

Company may incur fines and other losses and negative publicity with respect to any of these situations.

Some of the claims may result

in litigation, which is expensive and distracts attention from the operation of ongoing business.

Company assumes the obligation to make wage, tax, and regulatory payments for our employees, and, as a result, is exposed to client credit

Company generally assumes responsibility for and manages the risks associated with employees’ payroll obligations, including liability

for payment of salaries, wages, and certain taxes.

These obligations are fixed, whether clients make payments as required by service

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

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

Company is responsible for, and pays, workers’ compensation costs for individuals employed by the Company – both regular

staff and client employees for which the Company is the employer of record.

At times, these costs have risen substantially as a result

of increased claims and claim trends, general economic conditions, changes in business mix, increases in healthcare costs, and government

In October 2024, our premiums rose 27.9%.

Although the Company carries insurance, unexpected changes in claim trends, including

the severity and frequency of claims, actuarial estimates, and medical cost inflation could result in costs that are significantly different

than initially reported.

If future claims-related liabilities increase due to unforeseen circumstances, or if new laws, rules, or regulations

are passed, costs could increase significantly.

There can be no assurance that the Company will be able to increase the fees charged

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

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

The loss of or a substantial reduction in business of one

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

2024, revenue reliance was concentrated among five key clients, compared to seven in 2023 that each contributed more than 5% of total

In 2024, three clients contributed 10% or more of total revenue with the top two accounting for 49.5% of total revenue and our

top client alone representing 26.9%.

The top five clients collectively generated 74.4% of total revenue.

2023, two clients exceeded the 10% revenue threshold, contributing a combined 40.3%, with the top client responsible for 25.1%.

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

operating results.

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

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

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

business of the Company involves the use, storage, and transmission of information about employees and clients.

It is possible that security

controls over personal and other data and practices that the Company follows may not prevent improper access to, or disclosure of, personally

identifiable or otherwise confidential information.

Our security controls may be inadequate, or hackers or other malicious groups or

organizations may attempt to interfere with our data through different means, including but not limited to malware attacks, denial of

service attacks, consensus-based attacks.

Any event that results in a disclosure of our clients’ and employees’ data could

harm the reputation of the Company and subject the Company to liability under contracts and the laws that protect personal data and confidential

information, resulting in increased costs or loss of revenue.

Further, data privacy is subject to frequently changing rules and regulations,

which sometimes conflict among the various jurisdictions in which the Company provides services.

The failure to adhere to or successfully

implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to the

reputation of the Company in the marketplace.

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

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

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

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

Although the goal of outsourcing

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

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

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

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

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

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

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

Thus, the Company is highly dependent on its officers to

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

Additionally, the employer of

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

and potential clients to win business and operate optimally.

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

the Company’s growth for four to nine months, and could impede, particularly initially, the Company’s EOR business with existing

clients, record and reputation with new clients, ability to develop and execute on its objectives, and as such, negatively impact the

Company’s possible overall development.

regulation could negatively impact the business .

Company’s business is subject to various government regulations in the jurisdictions in which it operates.

Currently, the Company

has clients and places employees in all 50 U.S.

Due to the wide scope of the Company’s operations, the Company could be

subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions.

The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure

The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations

relating to its business or industry, such as the imposition of additional licensing or tax requirements.

Failure to comply with the

legal regulations in places where we do business, or the regulatory prohibition or restriction of employment services, could lead to

financial liability and regulatory action against the Company, which could significantly harm our development as a business.

Company may face significant competition from companies that serve its industries .

Company may face competition from other companies that offer similar solutions.

Some of these potential competitors may have longer operating

histories, greater brand recognition, larger client bases, and significantly greater financial, technical, and marketing resources than

the Company possesses.

These advantages may enable such competitors to respond more quickly to new or emerging trends and changes in

customer preferences.

These advantages may also allow them to engage in more extensive market research and development, undertake extensive

far-reaching marketing campaigns, adopt more aggressive pricing policies, and make more attractive offers to potential customers, employees,

and strategic partners.

Increased competition may result in price reductions, reduced gross margin, and loss of market share.

may not be able to compete successfully, and competitive pressures may adversely affect its business, results of operations, and financial

staffing industry is highly competitive with low barriers to entry which could limit the Company’s ability to maintain or increase

our market share or profitability.

staffing services industry is highly competitive with limited barriers to entry.

Although we specialize in EOR and provide staffing services

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

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

We expect that the level of competition will

remain high, which could limit our ability to maintain or increase our market share or profitability.

of our existing or potential competitors have substantially greater financial, technical, and marketing resources than we do, which may

enable them to:

in innovative technologies;

more competitive in cash paid for acquisitions;

greater resources to sales and marketing;

price products and services below market rates;

better benefit packages that we may not be able to match.

Company is subject to the potential factors of market and customer changes, which could result in our inability to timely respond to

the needs of our clients.

business of the Company is susceptible to rapidly changing preferences of the marketplace and its customers.

The needs of customers are

subject to constant change.

Although the Company intends to continue to develop and improve its services to meet changing customer needs

of the marketplace, there can be no assurance that funds for such expenditures will be available or that the Company’s competition

will not develop similar or superior capabilities or that the Company will be successful in its internal efforts.

The future success

of the Company will depend in part on its ability to respond effectively to rapidly changing trends, industry standards, and customer

requirements by adapting and improving the features and functions of its services.

In the Company’s industry, failure by a business

to adapt to the changing needs and demands of customers is likely to render the business obsolete.

publicity could adversely affect our business and operating results .

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

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

Harm to our reputation can arise from

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

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

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

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

staffing businesses derive.

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

approximately $1,000 in operating income from operations in any one year, with a high net income of approximately $500 since 2015.

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

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

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

In 2021, the Company

earned a record $7,893 in net income, but $9,631 was achieved as Other Income based on eligibility for government programs.

Maslow Media,

as a standalone company, has been profitable, but on its own, has not supported the last 4-year average of $954 in corporate costs (see

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

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

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

have ongoing needs for working capital in order to fund operations, pay costs associated with being a public company, and to continue

to expand our operations.

To that end, we will be required to raise additional funds through equity or debt financing.

However, there

can be no assurance that we will be successful in securing additional capital on favorable terms, if at all.

There is a potential that

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

If additional debt is incurred, the Company may

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

If we are unsuccessful,

we may need to (a) initiate cost reductions;

(b) forego business development opportunities;

or (d) seek protection from creditors.

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

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

Our inability to raise capital

could require us to significantly curtail or terminate our operations.

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

additional equity or debt securities.

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

and potentially substantial dilution to our shareholders.

The incurrence of indebtedness would result in increased debt service obligations

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

In addition, our ability to obtain

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

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

for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations.

These possibilities,

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

all of their investment in our Company.

acquisition strategy creates risks for our business .

expect that we will pursue acquisitions of other businesses, assets, or technologies to grow our business.

We may fail to identify attractive

acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions.

We might not be able to raise enough cash

to compete for attractive acquisition targets.

If we are unable to complete acquisitions in the future, our ability to grow our business

at our anticipated rate will be impaired.

may pay for acquisitions by issuing additional shares of Common Stock, if such shares become available, which would dilute our shareholders,

or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject

us to meaningful debt service obligations.

We may also use significant amounts of cash to complete acquisitions.

Most acquisitions will

include “Earn Out” provisions which ensure adequate generation of revenue and profits, but cash required to pay Earn Outs

likely will exceed that total or incremental cash flow generated by the acquired business.

To the extent that we complete acquisitions

in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets.

We may also record

significant amounts of intangible assets, including goodwill, which could become impaired in the future.

Acquisitions involve numerous

other risks, including:

integrating the operations, technologies, services, and personnel of the acquired companies;

maintaining our internal standards, controls, procedures, and policies;

of management’s attention from other business concerns;

over-valuation

by us of acquired companies;

resulting from activities of the acquired company, including claims from terminated employees, customers, former shareholders, and

other third parties;

revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies;

indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions;

markets in which we have no prior experience and may not succeed;

associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language

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

loss of key employees of the acquired companies;

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

of acquired operations and new management personnel.

Company may suffer from a lack of liquidity .

incurring indebtedness, the Company may subject itself to increased debt service obligations, which could result in operating and financing

covenants that would restrict our operations and liquidity.

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

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

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

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

As of December 31, 2024,

Maslow could raise an additional $2,151 in cash through factoring.

In the past, Maslow tried to tap non-asset-based lending but the market

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

Thus, at this

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

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

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

operate in all U.S.

states and territories and in numerous countries around the world.

To do so, we often send workers to locations that

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

These factors

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

Such factors include:

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

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

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

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

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

travel-related disruptions or incidents and their impact on travel;

or statements by U.S.

and foreign governmental officials related to travel and corporate travel-related activities (including changes

visa rules) and the resulting public perception of such travel and activities.

or more of these factors could adversely affect our ability to offer services to clients, which could materially adversely affect our

All dollar amounts presented

in this Form 10-K, unless otherwise specified, are expressed in thousands.

of Economic Conditions and Global Instability

for staffing and employer-of-record (“EOR”) services is closely tied to general economic conditions and client workforce

Economic downturns, labor market weakness, reductions in client spending, or industry-specific contractions may cause clients

to reduce their use of our services, terminate engagements, or seek pricing concessions, any of which could reduce our revenue and profitability.

addition, broader events such as inflationary pressures, high interest rates, geopolitical instability, economic sanctions, public health

events, or other disruptions may adversely affect clients’ operations, vendor payment behavior, and workforce demand.

These conditions

may also increase our operating costs, including compensation, benefits, insurance, and financing costs, and could adversely affect our

business, financial condition, and results of operations.

downturn of the U.S.

or global economy could result in our clients using fewer workforce solutions or becoming unable to pay us for our

services on a timely basis or at all, which would materially adversely impact our business.

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

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

During periods of weak

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

When demand drops, our operating profit

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

decline as quickly as revenues.

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

negatively impacting our long-term prospects.

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

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

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

then our cash flow and profitability may suffer.

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

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

In early 2022, this was the case

when Client A moved eight heads from our payroll to theirs and Client B’s loss of major sports program, which we staffed, to a

competitor had approximately $1,800 impacting our revenues in 2024.

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

was awarded to another party.

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

our Company does not meet.

The result was a loss of approximately $130 in revenue in 2022 and $320 in 2024 revenue.

A reduction in such

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

of time that would be difficult to quickly replace.

to retain or attract new clients.

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

Our ability to achieve success

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

If we are unable to execute effectively, or our selected

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

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

Concentration

Risk of Customers

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

This revenue concentration

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

Our top four workforce

clients made up approximately 69.5% of our revenues in 2024.

Whereas our top four made up approximately 57.7% of our 2023 revenues.

of December 31, 2024, three clients each with over 10% of our accounts receivable totaled 80.7% compared to the 2023 group of three

which comprised 73.6% of our receivables as of December 31, 2023.

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

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

RELATED TO OUR COMPANY

business model requires significant working capital

business requires significant working capital, and delays in client payments or reduced access to receivables-based financing could adversely

affect our liquidity.

The Company utilizes receivables

purchase programs with certain financial institutions.

These arrangements may be accounted for as sales of financial assets under ASC

860 when control is surrendered;

however, changes in structure or facts could result in a different accounting outcome.

The classification

of these arrangements requires judgment and is based on an evaluation of factors including control over the transferred assets and the

Company’s continuing involvement.

Changes in the structure of these arrangements or in the Company’s assessment of the applicable

accounting criteria could result in a different accounting treatment, which could impact the Company’s reported financial position,

results of operations, and cash flows.

significant portion of our services involves employing field talent and funding payroll, employment taxes, and benefit-related obligations

before we collect payment from clients.

As a result, our liquidity is sensitive to the timing of client payments, customer concentration,

and the availability and cost of receivables-based financing arrangements, including factoring.

clients delay payment, dispute invoices, reduce usage of our services, or become unable to pay amounts owed, our cash flow may be adversely

If receivables-based financing is reduced or becomes more expensive (including due to concentration limits, eligibility requirements,

or other program restrictions), we may experience liquidity constraints.

Such constraints could impair our ability to fund payroll and

operating needs and increase financing costs, which could adversely impact our business, financial condition, and results of operations.

may not be able to raise additional capital on acceptable terms, if at all, and equity financings may dilute existing shareholders.

have ongoing needs for working capital to fund operations, invest in systems and personnel, pay costs associated with being a public

company, and pursue strategic initiatives.

We may be required to raise additional funds through equity or debt financing.

be able to obtain additional debt or equity financing, such financing may be available only on terms that are costly, include restrictive

covenants, require significant collateral, or result in substantial dilution to existing shareholders.

future sale or issuance of equity securities would dilute existing shareholders and could be at prices substantially below the prices

at which our shares trade.

If additional debt is incurred, we may be subject to meaningful debt service obligations and covenants that

could restrict our operations and liquidity.

If we are unable to raise capital or generate adequate cash from operations, we may be required

to reduce costs, delay initiatives, forego business opportunities, or pursue other alternatives that could materially adversely affect

our business.

capital structure and potential future issuances of shares, including shares held in treasury, could dilute existing shareholders and

adversely affect the market price of our common stock.

may seek to raise capital, pursue acquisitions, recapitalize the Company, or fund strategic initiatives through the issuance of equity

securities, including shares currently held in treasury, or through the issuance of convertible securities or warrants.

sale or issuance of a substantial number of shares of common stock, or the perception that such sales may occur, could adversely affect

the market price of our common stock and increase volatility.

Any such issuance would dilute existing shareholders and could reduce earnings

per share or voting power.

In addition, the availability of treasury shares for reissuance may create an overhang that could negatively

impact investor perception or market pricing.

revenue and accounts receivable are highly concentrated among a small number of customers, and the loss of, or reduction in business

from, one or more major customers could materially adversely affect our results.

depend on a limited number of customers for a significant portion of our revenue.

For the year ended December 31, 2025, our two largest

customers represented approximately 58.4% of total revenue, and our top five customers represented approximately 76.7% of total revenue.

A substantial portion of our revenue is derived from EOR arrangements with large institutional clients.

loss of, or a substantial reduction in business from, any of these customers, whether due to budget reductions, internalization of workforce

needs, program changes, competitive pressures, regulatory developments, or other factors, could significantly reduce our revenue and

adversely affect our operating results.

We may not be able to replace lost revenue on a timely basis, or at all.

addition, and consequently, accounts receivable is concentrated among a small number of customers.

If one or more major customers delays

payment, disputes invoices, or becomes unable to pay, our liquidity and working capital could be materially adversely affected.

business is sensitive to economic downturns, and clients may reduce their use of our services or delay payments.

demand for staffing and workforce solutions is sensitive to changes in the level of economic activity, our business may suffer during

an economic downturn.

When demand drops, our operating results may be impacted unfavorably because selling and administrative expenses

may not decline as quickly as revenue.

In addition, during downturns clients may slow vendor payments, seek more flexible payment terms,

dispute charges, or become unable to pay their obligations.

These factors could significantly affect our business, financial condition,

and results of operations.

are exposed to employment-related claims and costs, and litigation or regulatory actions could be costly and adversely affect our business.

business model involves employing individuals and placing them in client work environments over which we have limited control.

employer of record for many placements, we assume certain risks and potential liabilities, including claims relating to discrimination,

harassment, workplace safety incidents, wage and hour compliance (including meal and rest break requirements), overtime classifications,

worker classification standards, immigration matters, employee benefits, wrongful termination, background screening, privacy, and other

employment-related matters.

jurisdictions, including California and New York, provide for representative actions, statutory penalties, and enhanced remedies for

technical or administrative violations of wage and hour laws.

Even inadvertent errors in payroll practices or compliance procedures may

result in claims, investigations, fines, penalties, settlements, and / or defense costs.

a result, we may incur fines, penalties, damages, legal fees, and other costs, and we may be subject to negative publicity.

and regulatory matters can be expensive, time-consuming, and distracting to management, and could materially adversely affect our business,

financial condition, and results of operations.

assume payroll and related obligations for our employees and are exposed to client credit risk.

generally assume responsibility for payroll and related obligations for field talent, including the payment of wages and certain employment

These obligations are fixed regardless of whether clients make payments in accordance with their contractual terms.

fail to pay on a timely basis or at all, we may be required to fund payroll and related obligations using working capital or financing

sources, which could materially adversely affect our liquidity and results of operations.

compensation and other insurance costs may increase and reduce our margins and liquidity.

are responsible for workers’ compensation and other insurance costs for both staff employees and field talent.

Premiums, claims

frequency and severity, medical cost inflation, actuarial estimates, and changes in insurance markets or regulations may increase costs.

There can be no assurance that we will be able to increase fees charged to clients in a timely manner or in amounts sufficient to cover

increased insurance-related costs.

Increased costs could reduce margins, increase working capital requirements, and materially adversely

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

regulation could increase compliance costs and expose us to penalties or liability.

business is subject to numerous federal, state, local, and, in some cases, international laws and regulations, including employment,

wage and hour, paid leave, workplace safety, unemployment insurance, worker classification, data privacy, and other requirements.

we place employees across multiple jurisdictions, compliance can be complex and resource intensive.

Changes in law, increased enforcement

activity, or failures in compliance processes could result in fines, penalties, litigation, and reputational harm, and could materially

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

success of our business depends on our ability to attract and retain qualified employees and field talent.

success depends on our ability to attract and retain qualified personnel, including recruiters, sales and client service staff, and field

talent with skills demanded by clients.

Competition for qualified personnel may intensify, compensation levels may increase, and the

available pool of qualified talent may be limited to certain specialties.

If we cannot attract and retain qualified personnel, the quality

of our services may deteriorate, our ability to grow may be constrained, and our business and results of operations may be materially

adversely affected.

business depends on key members of management, and the loss of their services could disrupt operations.

future success depends in part on the experience and leadership of key members of our management team.

The loss of one or more key personnel,

or difficulties in recruiting and retaining qualified management and operational personnel, could disrupt operations, adversely affect

customer relationships, delay strategic initiatives, and materially adversely affect our business, financial condition, and results of

Cybersecurity incidents

or data breaches could disrupt operations and expose the Company to liability.

collect, store, and transmit sensitive employee and client information.

Security controls and practices may not prevent improper access

to, or disclosure of, confidential information, including personally identifiable information.

Cybersecurity incidents may occur through

a variety of means, including malware, ransomware, social engineering, credential compromise, or system vulnerabilities.

incident that results in unauthorized access, disclosure, or loss of data could harm our reputation, result in contractual or regulatory

liability, and increase costs, which could materially adversely affect our business, financial condition, and results of operations.

In addition, data privacy and cybersecurity regulations are evolving and may increase compliance costs.

Company could face disruption and increased costs from outsourcing or the use of third-party service providers.

rely on third-party providers and may outsource certain functions.

Transitioning processes to third parties or offshore resources may

create risks of errors, omissions, service disruptions, or control failures.

Any such issues could negatively impact clients, damage

our reputation, and result in liability or loss of customers.

acquisition strategy creates risks, and acquisitions may not be successful.

may pursue acquisitions of businesses, assets, or technologies.

We may fail to identify attractive targets or may be unable to complete

acquisitions on acceptable terms.

Acquisitions involve risks, including integration difficulties, diversion of management attention,

overvaluation, unanticipated liabilities, impairment of goodwill or intangibles, disruption to customer or employee relationships, and

challenges in maintaining internal controls.

If acquisitions are not successful, our business and results of operations could be materially

adversely affected.

operations across numerous geographies may be affected by natural disasters, travel disruptions, or other events beyond our control.

operate in multiple jurisdictions and may be affected by natural disasters, severe weather, travel disruptions, terrorism, war, public

health events, or other factors beyond our control.

These events could adversely affect our ability to service clients, impact employees

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

RELATED TO OWNERSHIP OF COMMON STOCK

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

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

The market price of Common

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

or anticipated fluctuations in our results of operations;

financial projections we provide to the public, any changes in these projections or our failure to meet these projections;

of securities analyst coverage;

of applicable “penny stock” rules and FINRA Rule 2111;

of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates by any securities analysts

who follow our Company, or our failure to meet these estimates or the expectations of investors;

change by any securities analysts who follow our Company;

announcements

by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

in operating performance and stock market valuations of other business services companies generally, or those in our industry in

and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

in our board of directors or management;

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

threatened or filed against us;

sales, hedging, and other derivative transactions involving our capital stock;

economic conditions in the United States and abroad;

events or factors, including those resulting from war, incidents of terrorism, or responses to these events.

addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices

of equity securities of many business services companies.

Stock prices of many business services companies have fluctuated in a manner

unrelated or disproportionate to the operating performance of those companies.

In the past, shareholders have instituted securities class

action litigation following periods of market volatility.

If we were to become involved in securities litigation, it could subject us

to substantial costs, divert resources and the attention of management from our business and adversely affect our business, results of

operations, and financial condition.

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

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

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

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

common stock.

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

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

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

solely of cash and cash equivalents;

or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

a result of the Merger described in Item 1.01, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the

Exchange Act.

we believe that as a result of the Merger, Reliability ceased to be a shell company, the SEC and others whose approval is required for

shares to be sold under Rule 144 might take a different view.

144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

issuer of the securities that was formerly a shell company has ceased to be a shell company;

issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding

12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on

least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status

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

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

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

met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph

(iii), above, and is not a shell company.

No assurance can be given that the Company will meet these conditions or that, if it has met

them, it will continue to do so, or that it will not again be a shell company.

issuance of the additional shares of Common Stock could cause the value of Common Stock to decline.

sale or issuance of a substantial number of shares of Common Stock, or anticipation of such sales, could make it more difficult for us

to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish.

Further, if we do sell

or issue more Common Stock, any investors’ investment in the Company will be diluted.

Moreover, the Company has outstanding warrants.

The conversion or exercise of the warrants for shares of Company Common Stock would dilute the common shareholders.

If significant dilution

occurs, any investment in Common Stock could significantly decline in value.

application of the “penny stock” rules could adversely affect the market price of Common Stock and increase transaction costs

to sell those shares.

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

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

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

For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

broker or dealer approve a person’s account for transactions in penny stocks and

broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the

penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

financial information and investment experience objectives of the person and

a reasonable determination that the transactions in penny stocks are suitable for that person and the person has enough knowledge

and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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

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

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

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

This may make it more

difficult for investors to dispose of Common Stock and cause a decline in the market value of Common Stock.

Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and

sell our stock.

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

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

Prior to recommending speculative

low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the

customer’s financial status, tax status, investment objectives, and other information.

Under interpretations of these rules, FINRA

believes that there is a high probability that speculatively low-priced securities will not be suitable for at least some customers.

The FINRA requirements make it more difficult for broker dealers to recommend that their customers buy Common Stock, which may limit

your ability to buy and sell our stock and have an adverse effect on the market for our shares.

market price of our common stock may be volatile or may decline regardless of our operating performance.

market price of our common stock has been, and may continue to be, volatile.

The market price may fluctuate significantly due to factors

beyond our control, including fluctuations in operating results, lack of analyst coverage, the OTC market environment, “penny stock”

rules, sales of significant blocks of stock, general market conditions, and other events.

addition, stock markets have experienced extreme price and volume fluctuations that have affected the market prices of equity securities

of many companies.

If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources

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

common stock is subject to “penny stock” rules, which may reduce liquidity and increase transaction costs for investors.

common stock may be deemed a “penny stock” under SEC rules.

The application of “penny stock” rules and FINRA

sales practice requirements may reduce the ability of broker-dealers to recommend or execute transactions in our common stock, which

could reduce liquidity, increase transaction costs for investors, and adversely affect the market price of our common stock.

do not intend to pay dividends for the foreseeable future.

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

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

Any determination to pay dividends in the future will be at the discretion of our board of directors.

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

anticipate retaining any future earnings for use in our business.

RELATED TO OUR PREVIOUS STATUS AS A SHELL COMPANY

may have contingent liabilities related to our operations prior to the Merger of which we are not aware and for which we have not

adequately provided for.

For example, in October 2022, we learned about a Vivos IT, LLC lawsuit against Second Wind Consultants

(“SWC”) in May 2019 which included MMG as a plaintiff.

SWC sought over 2 years to collect the balance of $403 not paid

by the Vivos Group.

This matter was settled on December 16, 2024 with MMG paying $10 if it’s portion of the settlement.

However, the legal cost to MMG to get this settled over two years was $153.

In July 2021 the Company paid $475 plus $3 in

attorney fees to settle a debt owed by the Vivos Group to Libertas Funding, LLC (“Libertas”).

This settlement relieved

MMG from obligation to Libertas given the Vivos Group had included MMG as a signing company to its debt in July 2018.

In March 2022,

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

In June 2024, this matter

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

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

Upon completion of the Merger, we acquired all of the

operations of The Maslow Media Group, Inc.

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

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

business was closed in 2007.

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

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

in our financial statements related to any such potential liability.

If we are subject to past claims or material obligations relating

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

and results of operations.

RELATED TO THE MERGER AND OWNERSHIP OF COMMON STOCK

and risks associated with being a public company.

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

affecting public companies;

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

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

consolidated financial statements.

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

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

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

experience and expertise, added requisite technical resources, as well as refined our quarterly and annual financial statement closing

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

However, even with perceived success in doing so,

there can be no assurance that our finance and accounting organization will be able to adequately meet the increased demands that result

from being a public company.

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

In order to satisfy the requirements of Section 404 of

the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and prepare annual management assessments

of the effectiveness of our internal control over financial reporting.

These assessments will need to include disclosure of identified

material weaknesses in our internal control over financial reporting.

Testing and maintaining internal control over financial reporting

will involve significant costs and could divert management’s attention from other matters that are important to our business.

Additionally,

we cannot provide any assurances that we will be successful in remediating any deficiencies that may be identified.

If we are unable

to remediate any such deficiencies or otherwise fail to establish and maintain adequate accounting systems and internal control over

financial reporting, or we are unable to recruit, train, and retain necessary accounting and finance personnel, we may not be able to

accurately and timely prepare our consolidated financial statements and otherwise satisfy our public reporting obligations.

Any inaccuracies

in our consolidated financial statements or other public disclosures (in particular if resulting in the need to restate previously filed

financial statements), or delays in our making required SEC filings, could have a material adverse effect on the confidence in our financial

reporting, our credibility in the marketplace, and the trading price of Common Stock.

devote significant resources to address public company-associated requirements, including compliance programs as well as our financial

reporting obligations.

Complying with these rules and regulations has substantially increased our legal and financial compliance costs

and make some activities more time-consuming and costly.

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

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

standards of a national securities exchange.

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

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

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

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

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

In order to qualify for the OTCQB for instance,

we would need our float to be a minimum of 10% of outstanding shares to even apply for an exception.

Currently, our float is 10.4% of

our outstanding shares.

In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value

of our Common Stock.

In addition, if we continue to fail to meet the criteria set forth in SEC regulations, various requirements would

be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors.

Consequently,

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

would also make it more difficult for us to raise additional capital.

We cannot predict whether there will be an active trading market

for our Common Stock and the market price of our Common Stock may remain volatile.

Given our low float of approximately 30,129,085 shares

and the absence of an active trading market, shareholders may have difficulty buying and selling our Common Stock at all or at the price

you consider reasonable.

Market visibility for shares of our Common Stock may be limited, which may have a depressive effect on the market

price for shares of our Common Stock and on our ability to raise capital or make acquisitions by issuing our Common Stock.

Our compliance with regulations concerning corporate

governance and public disclosure has resulted and may in the future result in additional expenses.

Evolving disclosure, governance and compliance laws,

regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 (“SOX”)

and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

New or changing laws, regulations, and standards are subject to varying

interpretations in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as

new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters

and higher costs necessitated by ongoing revisions to disclosure and governance practices.

As a result, our efforts to comply with evolving

laws, regulations, and standards of a public company are likely to continue to result in increased general and administrative expenses

and a diversion of management time and attention from revenue-generating activities to compliance activities.

UNRESOLVED STAFF COMMENTS

Not applicable.

The Company does not have any active office leases

at this time and has been operating the Company in a remote environment since April of 2020.

on reliance on Rule 144 applicable to former shell companies may limit resale of restricted securities.

144 may be unavailable for the resale of securities issued by an issuer that is a shell company or was previously a shell company, unless

certain conditions are met, including continued compliance with Exchange Act reporting requirements.

If we fail to meet these conditions,

resale of restricted securities under Rule 144 may be limited, which could adversely affect liquidity for holders of restricted securities.

may have contingent liabilities arising from actions taken by prior owners or related parties that were not disclosed to us at the time

of the Merger.

we believe previously identified matters have been resolved, prior owners of Maslow and related entities entered into financing arrangements,

guarantees, and litigation matters in which Maslow was included as a borrower, guarantor, or named party without the knowledge of current

management at the time of the Merger.

While certain of these matters have been settled, there can be no assurance that additional undisclosed

liabilities, guarantees, or claims will not arise.

If we become subject to such obligations, the resulting legal costs, settlements,

or judgments could materially adversely affect our business, financial condition, and results of operations.

RELATED TO BEING A PUBLIC COMPANY

and risks associated with being a public company, including compliance with internal control requirements, may adversely affect our business.

a public company, we incur significant legal, accounting, governance, and compliance costs and demands on management.

We are required

to maintain effective disclosure controls and internal controls over financial reporting, including compliance with Section 404 of the

Sarbanes-Oxley Act.

Although we are currently exempt from auditor attestation requirements applicable to larger issuers, compliance with

these requirements requires significant management attention and financial resources.

If we fail to maintain effective internal controls,

identify material weaknesses, are unable to recruit and retain qualified accounting and finance personnel, or fail to timely prepare

and file required reports, we could be required to restate financial statements, become subject to regulatory scrutiny, lose investor

confidence, and experience a decline in our stock price.

disclosure, governance, and compliance requirements applicable to public companies may increase costs and require ongoing modifications

to our practices, diverting management time and resources from operating the business.

Listing + Exchange Eligibility

common stock is not listed on a national securities exchange, and an active trading market may not develop.

common stock is quoted on the OTC Markets platform, and the Company currently files periodic reports with the Securities and Exchange

Our securities are not listed on a national securities exchange such as the New York Stock Exchange or Nasdaq, and we do

not currently meet the quantitative listing standards required for such exchanges.

There can be no assurance that we will qualify for

or obtain a listing on a national securities exchange or maintain quotation on a higher tier of the OTC Markets platform in the future.

in securities quoted on OTC markets is generally less liquid than trading on national securities exchanges.

Limited trading volume, a

relatively small public float, and reduced market visibility may make it difficult for investors to buy or sell our common stock at desired

These factors may also contribute to significant volatility in the market price of our common stock and could adversely affect

our ability to raise capital or use equity securities as consideration in acquisitions or other strategic transactions.

addition, our common stock may be deemed a “penny stock” under applicable SEC rules.

Broker-dealers effecting transactions

in penny stocks are subject to additional regulatory requirements, including enhanced disclosure obligations and suitability determinations.

These requirements may discourage broker-dealer participation in trading our securities and could further limit liquidity and market

activity in our common stock.

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

What changed 10-K

Item 1A. Risk Factors