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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 462 added, 466 removed, 20 unchanged (98% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results

of operations and financial condition should be read in conjunction with our consolidated financial statements and related notes appearing

elsewhere in this Annual Report on Form 10-K.

This section includes several forward-looking statements, within the meaning of the Private

Securities Litigation Reform Act of 1995, that reflect our current views with respect to future events and financial performance.

statements that address expectations or projections about the future, including, but not limited to, statements about our plans, strategies,

adequacy of resources and future financial results (such as revenue, gross profit, operating profit, cash flow), are forward-looking statements.

Some of the forward-looking statements can be identified by words like “anticipates,” “believes,” “expects,”

“may,” “will,” “can,” “could,” “should,” “intends,” “project,”

“predict,” “plans,” “estimates,” “goal,” “target,” “possible,”

“potential,” “would,” “seek,” and similar references to future periods.

These statements are not a

guarantee of future performance and involve a number of risks, uncertainties and assumptions that are difficult to predict.

Because these

forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties,

many of which are beyond our control or are subject to change, actual outcomes and results may differ materially from what is expressed

or forecasted in these forward-looking statements.

Important factors that could cause actual results to differ materially from these forward-looking

statements include, but are not limited to:

our ability to access the capital markets by pursuing additional debt and equity financing

to fund our business plan and expenses;

our continued inability to issue additional shares of equity securities;

negative outcome of pending

and future claims and litigation and our ability to comply with our contractual covenants, including in respect of our debt;

loss of clients and possible rejection of our business model and/or sales methods;

weakness in general economic conditions and levels

of capital spending by customers in the industries we serve;

weakness or volatility in the financial and capital markets, which may result

in the postponement or cancellation of our customers’ projects or the inability of our customers to pay our fees;

delays or reductions

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of our results of operations and financial condition should be read in conjunction with our consolidated

financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

This section includes several forward-looking

statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect our current views with respect to

future events and financial performance.

All statements that address expectations or projections about the future, including, but not

limited to, statements about our plans, strategies, adequacy of resources and future financial results (such as revenue, gross profit,

operating profit, cash flow), are forward-looking statements.

Some of the forward-looking statements can be identified by words like

“anticipates,” “believes,” “expects,” “may,” “will,” “can,” “could,”

“should,” “intends,” “project,” “predict,” “plans,” “estimates,”

“goal,” “target,” “possible,” “potential,” “would,” “seek,” and

similar references to future periods.

These statements are not a guarantee of future performance and involve a number of risks, uncertainties

and assumptions that are difficult to predict.

Because these forward-looking statements are based on estimates and assumptions that are

subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change,

actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements.

factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to:

ability to access the capital markets by pursuing additional debt and equity financing to fund our business plan and expenses;

our continued

inability to issue additional shares of equity securities;

negative outcome of pending and future claims and litigation and our ability

to comply with our contractual covenants, including in respect of our debt;

potential loss of clients and possible rejection of our business

model and/or sales methods;

weakness in general economic conditions and levels of capital spending by customers in the industries we

weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of our customers’

projects or the inability of our customers to pay our fees;

delays or reductions in U.S.

government spending;

credit risks associated with our customers;

credit risks associated

with our customers;

competitive market pressures;

the availability and cost of qualified

our level of success in attracting, training and retaining qualified management personnel and other staff employees;

tax laws and other government regulations, including the impact of health care reform laws and regulations;

the possibility of incurring

liability for our business activities, including, but not limited to, the activities of our temporary employees;

our performance on customer

and government policies, legislation or judicial decisions adverse to our businesses.

Readers are cautioned not to place undue

reliance on these forward-looking statements, which speak only as of the date hereof.

We assume no obligation to update such statements,

whether as a result of new information, future events or otherwise, except as required by law.

We recommend readers to carefully review

the entirety of this Annual Report, including the “Risk Factors” in Item 1A of this Annual Report and the other reports and

documents we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports

on Form 10-Q and our reports on Form 8-K.

The following discussion and analysis of our financial

condition and results of operations, our expectations regarding the future performance of our business and the other non-historical statements

in the discussion and analysis are forward-looking statements.

These forward-looking statements are subject to risks, uncertainties and

other factors including those described in “Item 1A.

Risk Factors” of this Annual Report on Form 10-K.

Our actual results

may differ materially from those contained in any forward-looking statements.

You should read the following discussion together with our

audited consolidated financial statements and related notes thereto and other financial information included in this Annual Report on

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

Our financial information may not be indicative of

our future performance.

EXECUTIVE OVERVIEW

the availability and cost of qualified labor;

our level of success in attracting, training

and retaining qualified management personnel and other staff employees;

changes in tax laws and other government regulations, including

the impact of health care reform laws and regulations;

the possibility of incurring liability for our business activities, including,

but not limited to, the activities of our temporary employees;

our performance on customer contracts;

and government policies, legislation

or judicial decisions adverse to our businesses.

Readers are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date hereof.

We assume no obligation to update such statements, whether as a result of new information, future

events or otherwise, except as required by law.

We recommend readers to carefully review the entirety of this Annual Report, including

the “Risk Factors” in Item 1A of this Annual Report and the other reports and documents we file from time to time with the

Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports on Form 10-Q and our reports on Form 8-K.

following discussion and analysis of our financial condition and results of operations, our expectations regarding the future performance

of our business and the other non-historical statements in the discussion and analysis are forward-looking statements.

These forward-looking

statements are subject to risks, uncertainties and other factors including those described in “Item 1A.

Risk Factors” of

this Annual Report on Form 10-K.

Our actual results may differ materially from those contained in any forward-looking statements.

should read the following discussion together with our audited consolidated financial statements and related notes thereto and other

financial information included in this Annual Report on Form 10-K.

All dollar amounts presented in this Form 10-K, unless otherwise specified,

are expressed in thousands.

financial information may not be indicative of our future performance.

Financial Measures

Company uses Operating Income Before Interest, Taxes, Depreciation and Amortization (“OIBITDA”) as a supplemental measure

of operating performance.

define OIBITDA as operating income (loss) before interest, taxes (incl.

franchise and state minimum taxes), depreciation and amortization

and certain corporate overhead expenses associated primarily public company governance, compliance and legacy legal matters.

is not a measure of financial performance under U.S.

GAAP and should not be considered a substitute for net income (loss) or operating

income (loss).

However, management believes OIBITDA provides investors with useful information to evaluate core operating results by

excluding the effects of non-cash depreciation and amortization and certain corporate expenses associated with maintaining the Company’s

public reporting structure.

uses OIBITDA to evaluate operating performance, prepare budgets and forecasts, and assess performance relative to internal targets.

reconciliation of net income (loss), the most directly comparable GAAP measure, to OIBITDA is presented below:

Operating Income

Depreciation and amortization

State & local taxes

Corporate public company expense

performance comparison for the years ended December 31, 2025, and 2024 are as follows:

Income (loss) before income taxes

Net income (loss)

state minimum taxes were reclassified from SG&A to income tax expense in 2025 to conform with current period presentation.

Financial Performance Overview

In 2024, MMG achieved improvements across key financial

metrics, including revenue, gross profit, operating income, and net income.

Revenue led the way with an increase of $2,531 (11.8%) over

2023, while gross profit rose by $153 (5.0%) to $3,192.

For the second consecutive year, operating income improved, with operating loss

narrowing to $707 from $749 in the prior year.

Selling, General, & Administrative (SG&A) expenses increased by

$111 reaching in 2024 $3,899 from $3,788 in 2023.

Interest income of $470, in 2024 exceeded interest expense of $108.

Other income (expense)

totaled $249 including $379 in legal costs related to non-operational matters, most of which were settled by year-end.

The $379 was offset

by a $127 refund of overpaid federal taxes and $3 credit card rebate.

These factors contributed to a net loss of $594, an improvement

of $146 from 2023’s net loss of $740.

Enterprise Client Performance

Our top five enterprise clients remained

highly active in 2024, leveraging our personnel across various projects.

Each generated at least $1,000 in revenue, with our largest

client reaching a record $6,453 - an increase of $1,058 (19.6%) in their EOR business.

Our second-largest client expanded by

$2,171 (66.8%) to $5,420, while our third-largest client grew by $1,416 (71.7%) to $3,391, driven largely by broadcasting

election-related events, which likely contributed to over half of its 2024 growth.

Gross Profit and Margin Analysis

Despite the increase in gross profit, our gross margin

declined from 14.2% in 2023 to 13.3% in 2024.

This was driven by three key factors:

Revenue Mix Shift Toward EOR Business:

Nearly all revenue growth ($2,531) came from our EOR segment, which increased by $2,554 in 2024.

Since EOR margins are the lowest among our business segments, this shift weighed down overall gross margins.

Increased Utilization of Lower-Margin 1099 Contractors:

EOR revenue was disproportionately allocated to 1099 contractors at a lower rate, with a change of $2,172 since 2023 or a 8.1% margin—one of the lowest possible levels.

Decline in Direct Hire Revenue:

Direct Hire revenue fell by $104 (52.3%) from 2023.

The impact of this decline impacted the overall GM by 50 basis points.

Over the past seven years, MMG steadily improved gross

margins, growing from 10.3% in 2018 to a peak of 13.3% in 2024.

This progress was driven by enhancements in EOR margins, which increased

from 8.9% to 12.2% over the same period, along with growth in higher-margin staffing business.

Non-Operational Challenges and Future Outlook

In 2024, we continued

to incur non-operational legal expenses and allocate executive resources to Vivos Group matters.

Other Income (Expense) in total was

$249 (see Results of Operations).

In 2025, we expect legal costs relative to award collections to be lower than 2024.

As a standalone entity, Maslow

has remained profitable for the past seven years, as reflected in our OIBITDA, which was $2 in 2024 and $57 in 2023 (see Item 6).

We remain committed to accelerating

growth in 2025 and beyond, with a focus on operational efficiency, client expansion, and profitability improvements.

2025 and beyond

While revenue growth was strong in 2024, margin compression

due to increased reliance on EOR and 1099 contractors impacted profitability.

Investments in sales, client services, and HR/payroll increased

SG&A expenses, but cost savings in legal and corporate expenses helped offset some of these increases.

Moving forward, strategic efforts

will focus on continuing our revenue ascension, improving gross margins, diversifying revenue streams, and optimizing cost structures

to enhance profitability.

All indications are for two of our three largest clients

to produce similar if not greater revenues in 2025, while the other won’t have quite the same business levels in 2025 since last

year’s election spurred increased EOR.

The additional staffing business development professionals

we hired to grow the staffing side of our business saw progress in 2024 bringing in $822 in revenue from 10 new accounts.

Additionally,

we have several opportunities in the pipeline we expect to close in late first quarter or early second.

We expect our Direct Hire business to grow in 2025

as a number of existing clients have taken advantage of our expertise and speed of filling roles outside the Media space.

should enable us to fill even more diverse functional openings in 2025 and beyond.

As we do the same for our other large clients, so should

our opportunity to increase our requisition volume and convert to fills and revenue.

EOR has been the Company’s primary revenue source

for many years, and it represented 85.0% in 2024, an 1.9% increase from 83.2% in 2023.

Our challenge over the past five years has been

seeing several medium to large clients post COVID roll back their Media functions, activities and personnel.

Economic conditions and specific

esoteric issues affected at least one client, causing them to cease using outside media services altogether.

Despite lower payrolls for

some, the challenge with EOR is the complexity of managing HR and Payroll for a myriad group of clients who vary significantly in uniformity

and have unique needs that absorb our staff’s attention.

This client service intensity is somewhat unique to Media EOR than to other

EOR providers due to the idiosyncratic ways that employee time is scheduled, tracked, recorded, and managed.

This complexity is why we

have added client service and HR personnel and technology to best service our gold star clients.

Hence, our goal is to maintain and build on our legacy

client foundational relationships while putting our foot on the proverbial gas pedal to develop much more contingent contract staffing

and direct hires.

And in doing so, our goal is to increase our staffing business by supporting other functions outside of Media such as

Administrative, Accounting and Finance, HR, and IT.

To that end, we will add at least one more staffing-experienced sales representatives

in the first half of 2025.

Virtual staffing is no longer a limited niche for

certain companies and certain positions.

Virtual scenarios are also favored by Generation Z, which values work-life balance as one of

the most crucial factors when deciding on a company for which to work.

Considering the benefits that remote working offers, and the keen

interest shown by employees from different age groups, we believe that remote working will be prevalent in 2024 and beyond.

This paradigm,

however, should not adversely impact MMG, in that whether jobs are filled virtually or not, MMG has the pipeline of talent to fill these

diversified roles.

Furthermore, we still believe given the changing nature

of specialized staffing, there exists a greater opportunity to expand our EOR business as it offers businesses of all types and industries,

more flexibility in on- and offboarding employees, as well as managing 1099 risk.

As for staffing outside of Media, we believe it will

grow, but there are also opportunities to get into staffing specialties which represent areas where we see the most rebound or a robust

This shift in focus to staffing will also have a positive

impact on gross margins.

We expect blended staffing rates to be in the high teens to low 20s in the future, which with volume will resume

our ascent in converting a much higher percentage of our revenues to gross profit.

As a result, we continued to move forward with our

diversified offerings with an eye on our future specialization staffing strategy, updating our already expert operating model, and organizing

our business to maximize acquisition and retention of client accounts.

Once the Vivos Matter judgements are recovered, the

Company may consider moving forward with its original plans to increase outstanding shares, either by authorizing new shares or executing

a reverse split to facilitate the acquisition of synergistic staffing companies to accelerate growth.

Additionally, the Company aims to

transition to the OTCQB and/or OTCQX markets as a step toward an eventual listing on the NASDAQ Exchange.

Efforts are ongoing to meet

the necessary requirements for OTCQB or OTCQX listing.

Following the successful collection of Vivos-related

debts, MMG intends to hold a shareholder meeting to evaluate and potentially advance these strategic initiatives.

COMPANY OVERVIEW

Maslow is a workforce management solution provider

with proven capabilities delivering employer of record (EOR), recruiting and staffing services, consisting of media, IT, and administrative

We provide services to client primarily within the United States of America.

Our services consist of:

Employer of Record (“EOR”):

A unique workforce solution for any organization who seeks efficiency in employee administrative management including payroll and benefits, labor risk associated with compliance with federal-state and local regulations including Fair Labor Standards Act (“FLSA”), in onboarding and offboarding employees, and in managing benefit costs.

One major difference in this service offering is that our customers usually source the talent and MMG hires and leases the employees to our customers.

Recruiting and Staffing:

2025, MMG generated revenue of $20,717, a decline of $3,265 (13.6%) from $23,982 in 2024.

The decrease was primarily attributable to

reduced EOR revenue;

however, performance in our staffing segment improved meaningfully year-over-year.

Staffing revenue increased by

$771 (23.4%) and staffing gross margin expanded to 23.0% from 18.7% in 2024.

gross profit declined to $2,952 from $3,192 in 2024, a decrease of $240 (7.5%).

Importantly, the decline in gross profit was proportionally

less than the decline in revenue, resulting in an overall 90 basis point gross margin improvement to 14.2% in 2025 compared to 13.3%

General and Administrative expenses decreased by $117 to $3,782 (3.0%) in 2025, compared to $3,899 in 2024.

Interest income of $514 exceeded

interest expense of $105 during 2025, but other expense totaled $229, consisting primarily of legal fees associated with recovery of

arbitration awards and $73 in loss on sale of receivables, an improvement of $20 compared to $249 of other expense recorded in 2024 .

Client Performance

top five enterprise clients remained active in 2025, each generating at least $1,000 in revenue, consistent with the prior year.

largest client generated $6,535 in revenue in 2025, an increase of $1,116 (20.6 %) over 2024, nearly matching the prior year’s

record level.

second-largest client generated $5,565 in revenue, a decline of $888 (13.8%) compared to 2024.

third-largest client in 2025 was previously ranked fourth in 2024.

Revenue from this client increased modestly by $29 (2.0%) to $1,429.

The shift in ranking was primarily attributable to a significant decline from our prior third-largest client, whose revenue decreased

by $2,214 (65.3%) to $1,177.

Profit and Margin Analysis

total gross profit declined by $240 in 2025, consolidated gross margin improved to 14.2% from 13.3% in 2024, reflecting favorable changes

in revenue mix and improved performance within the Staffing segment.

90 basis point increase in gross margin was driven by the following factors:

in Staffing revenue and margin expansion contributed approximately 190 basis points

of positive impact.

This improvement was largely driven by expansion in managed services

and consulting activity, which increased by $1,653, from $964 in 2024 to $2,617 in 2025,

generating approximately $221 of incremental gross profit.

utilization of lower-margin 1099 EOR contractors , which negatively impacted consolidated

gross margin by approximately 90 basis points.

Direct Hire performance , partially offset by improvement in Video Production margins,

resulting in a net negative impact of approximately 10 basis points.

the past seven years, MMG has meaningfully improved gross margin, increasing from 10.3% in 2018 to a peak of 14.2% in 2023.

this trend was temporarily interrupted as growth in discounted 1099 EOR revenue reduced consolidated margin to 13.3%.

In 2025, consolidated

margin returned to 14.2%, matching the Company’s historical peak.

the EOR 1099 segment, gross profit declined from $2,445 in 2024 to $1,933 in 2025, representing an 11.8% gross margin.

This mix shift

reduced consolidated margin by approximately 70 basis points.

this pressure, Staffing gross profit increased by $317 on revenue growth of $771, resulting in gross margin expansion from 18.7% in 2024

to 23.0% in 2025.

Within Staffing, W-2 placements generated $338 of incremental gross profit year over year, on $813 of additional revenue,

producing a 23.4% gross margin compared with 18.8% in 2024.

largest contributor to margin improvement within Staffing was the Company’s managed services business, which generated approximately

$221 of incremental gross profit and contributed approximately 150 basis points of consolidated margin improvement.

consulting activity contributed an additional 10 basis points, bringing the combined managed services and consulting impact to approximately

160 basis points of consolidated margin expansion.

the positive impact from Staffing margin expansion (approximately +190 basis points), partially offset by 1099 EOR mix pressure and modest

Direct Hire and Video Production changes, resulted in a net 90 basis point improvement in consolidated gross margin year-over-year.

Transition and Outlook

2025, the Company continued to incur legal expenses and devote executive resources to matters involving the Vivos Group.

associated with these matters totaled $159 and were recorded within Other Income (Expense) (see Results of Operations).

Following execution

of a settlement agreement on February 16, 2026, management expects legal costs associated with award recovery and related proceedings

to decline in 2026.

had historically generated positive operating income as reflected in OIBITDA (See ITEM 7) prior to 2025.

In 2025, however, Maslow saw an operational loss and

landed with OIBITDA of ($43), compared to OIBITDA of $2 in 2024 and $57 in 2023.

Management views 2025 as a transitional

year characterized by revenue contraction in certain service lines, expansion of staffing activities, cost realignment initiatives, and

restructuring of the sales organization intended to support future growth.

Company enters 2026 with a streamlined cost structure, strengthened sales leadership, and a renewed focus on higher-margin service lines.

During the second half of 2025, management implemented targeted cost reductions and selectively outsourced certain administrative functions

to improve operational efficiency and enhance operating leverage.

These actions are expected to better position the Company to scale

revenue without a proportional increase in fixed costs .

2025, the Company invested in commercial leadership, including the hiring of a Vice President of Sales and a Client Development Manager

with media staffing expertise.

An additional experienced sales resource is expected to join in early 2026.

The Company has been invited

to participate in several competitive RFP processes and is expanding its reach beyond traditional media verticals.

Based on current pipeline

visibility, management anticipates revenue growth in 2026 relative to 2025, subject to client demand and broader economic conditions.

Solutions, including managed services and direct hire, are expected to represent an increasing proportion of revenue.

These service lines

historically generate higher gross margins than EOR services and are expected to contribute positively to blended margin performance.

While EOR remains an important foundational revenue stream, management’s strategy is to gradually rebalance revenue mix toward

higher-margin staffing and managed services offerings.

profitability is a key objective for 2026.

Management expects to reduce operating losses compared to 2025 through revenue growth, margin

mix enhancement, and disciplined cost management.

Hiring plans remain targeted primarily toward revenue-generating roles, with additional

expansion contingent upon sustained growth.

Company continues to actively manage working capital and liquidity.

Receivables-based financing arrangements remain an integral component

of payroll funding operations, and management evaluates funding sources based on cost of capital, timing, and client concentration considerations.

Capital discipline will remain central to operational decision-making.

discussed in Items 1A and Item 3, treasury shares may provide future capital structure flexibility, including potential use in equity

financing transactions or strategic acquisitions.

Given current liquidity priorities, management views acquisition activity in 2026 as

opportunistic rather than near-term dependent.

Company successfully transitioned to the OTC-ID market tier during 2025 and continues to evaluate potential advancement to higher OTC

tiers, including OTCQB or OTCQX, subject to meeting applicable requirements and strategic considerations.

Management remains focused

on strengthening operating performance as the primary driver of long-term shareholder value.

is a workforce management solution provider with proven capabilities delivering employer of record (EOR), Staffing Solutions services,

consisting of media, IT, and administrative resources.

We provide services to clients primarily within the United States of America.

services consist of:

of Record (“EOR”):

A unique workforce solution for any organization who seeks

efficiency in employee administrative management including payroll and benefits, labor risk

associated with compliance with federal-state and local regulations including Fair Labor

Standards Act (“FLSA”), in onboarding and offboarding employees, and in managing

benefit costs.

One major difference in this service offering is that our customers usually

source the talent and MMG hires and leases the employees to our customers.

Staffing covering a wide variety of specialties:

media, information technology (“IT”), accounting and finance, HR, marketing, sales, and other administrative personnel.

Video and Multimedia Production:

With 35 years of experience, the Company’s subsidiary, Maslow, offers script-to-screen expertise including producers, audio engineers, editors, broadcasters, makeup artists, camera crews, Gaffers and grips, drone operators, and more.

We strategically recruit and fill a variety of full-time roles for our customers which is only limited by our recruiting capabilities, which are already quite diverse.

The Company’s subsidiary, The Maslow Media Group,

Inc., is currently the only operating entity for the business.

After our Merger in October 2019, nonoperational expenses (e.g., public

company fees, D&O insurance, investor relations, etc.) were assigned at the corporate level.

This enables a more pristine, focused

view of the operational side of the business we refer to as Operational Income Before Interest, Taxes, Depreciation, and Amortization

RESULTS OF OPERATIONS

Maslow generated revenues totaling $23,982 in 2024,

reflecting an increase of $2,531 (11.8%) from $21,451 in 2023.

This growth was primarily driven by three EOR clients whose increased activity

contributed an additional $4,121 in revenue when compared to same period ending December 31, 2023.

From a revenue concentration perspective, our top

10 clients accounted for $21,612 of revenues, representing 90.1% of the total $23,982 revenues in 2024.

This was up from $18,526, or 86.4%,

of the total $21,451 in 2023 revenues.

The revenue share from these clients increased due to a higher level of engagement from our largest

In December 2024, rebates were issued totaled $70,

an increase of $36 compared to $32 in 2023.

The following tables summarize key components of our

results of operations for the periods indicated, both in dollars and as a percentage of revenues, and were derived from our consolidated

financial statements.

media, information technology

(“IT”), accounting and finance, HR, marketing, sales, and other administrative

Staffing Solutions includes a variety of types including temporary, contracted,

managed services and consulting.

and Multimedia Production:

With 35 years of experience, the Company’s subsidiary, Maslow,

offers script-to-screen expertise including producers, audio engineers, editors, broadcasters,

makeup artists, camera crews, Gaffers and grips, drone operators, and more.

We strategically recruit and fill a variety of full-time roles for our customers which is only limited by our recruiting capabilities,

which are already quite diverse.

Company’s subsidiary, The Maslow Media Group, Inc., is currently the only operating entity for the business.

After our Merger in

October 2019, non-operational expenses (e.g., public company fees, D&O insurance, investor relations, etc.) were assigned at the

corporate level.

This enables a more pristine, focused view of the operational side of the business we refer to as Operational Income

Before Interest, Taxes, Depreciation, and Amortization (OIBITDA).

OF OPERATIONS

generated revenues of $20,717 for the year ending December 31, 2025, representing a decrease of $3,265 (13.6%) compared to $23,982 for

the year ended December 31, 2024.

decline was primarily attributable to reduced activity from two of our largest clients.

One client experienced funding constraint resulting

in a revenue decrease of $2,214 (65.3%), while another client generated $5,565 in revenue in 2025, representing a decrease of $888 (13.8%)

compared to 2024.

Additionally, three clients that ceased conducting business with the Company during 2024 accounted for approximately

$1,398 of the year-over-year revenue decline.

top ten clients represented 19,270, or approximately 93.0%, of total revenue in 2025, compared to $21,269, or 89.1%, of total

revenue in 2024.

December 2025, rebates totaling $13 were issued to customers that achieved contractual revenue thresholds, compared to $70 in 2024.

total changed not due to lower revenues but due to an agreed excluded class of revenue.

following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage

of revenues, and were derived from our consolidated financial statements.

Cost of services

8 unchanged sentences

Net Income (Loss)

Recruiting and Staffing

Staffing Solutions

Video and Multimedia Production

Total Revenue

Employer of Record (EOR) Revenues :

revenue rebounded to 85.0% of total revenue in 2024, up from 83.1% in 2023.

This increase was primarily driven by an additional $2,554

in EOR revenue.

Our top three EOR clients contributed $4,645 in additional revenue, while revenue from the remaining 26 clients declined

Overall, EOR revenue grew by 14.3% year-over-year.

Recruiting and Staffing Revenues :

revenues increased by $203 (6.6%) reaching $3,301 in 2024 compared to $3,098 in 2023.

Media Staffing at $3,227 represented 97.8% of all

staffing revenue and 13.5% of total 2024 annual revenue, whereas it represented 88.8% of all staffing revenue and 12.8% of 2023 annual

Video and Multimedia Production Revenues :

Revenue from video production services, including managed services and project-based freelance work, declined by $122, from $326 in 2023

to $204 in 2024.

This segment represented 0.9% of total revenue, a 44% decline in share from 2023.

Gross Profit:

Gross profit represents

revenues from services less cost of services expenses also referred to as Cost of Revenue (COR), which consist of payroll, payroll taxes,

benefits, payroll-related insurance, union benefits, field talent, and for Direct Hire, an allocation of recruiting Software as a Service

(“SaaS”), and reimbursable costs for out-of-pocket items.

Gross Profit in 2024 was $3,192, an improvement of $153 over 2023’s

gross profit of $3,039.

Our gross margin is the percentage of revenue after

cost of revenue (COR).

Gross margins declined by 90 basis points in 2024 to 13.3% from 14.2% in 2023, marking the first decrease in gross

margin after five consecutive years of growth.

The decline was attributable to:

A shift in revenue mix toward EOR, which has lower margins (12.0% vs.

13.3% overall).

Increased use of 1099 resources in EOR, with lower margins (9.4%) compared to W2 employees (13.0%).

A 52.2% decline in Direct Hire revenue, which historically carries a 90% gross margin.

EOR margins declined to 12.0% from 12.2% in 2023,

primarily due to two gold star client’s increased reliance on 1099 contractors, whose share of EOR revenue rose from 17.3% in 2023

to 25.8% in 2024.

Non-EOR gross margins declined to 20.7% in 2024 from

23.7% in 2023, primarily due to lower margins in Media Staffing and Video Production.

Media Staffing margins decreased from 19.3% in 2023

to 18.5% in 2024, while Video Production margins fell 1.3 percentage points to 19.6%, despite a 37% increase in revenue.

The decline was

partially attributable to an approximate $10 credit issued to a client due to a procedural matter.

Although Direct Hire margins improved

by 3.8 percentage points to 94.7% from 91.0% in 2023, the revenue impact was limited, as Direct Hire revenue declined 52.3% to $95 in

2024 from $199 in 2023.

Selling, General and Administrative Expenses

SG&A expenses increased by $111 to $3,899 in 2024 compared to $3,788 in SG&A in 2023 driven

by a $308 rise in loaded salaries and benefits, as the company expanded its sales, client services, and HR/payroll teams.

changes included:

Wage and benefit costs increased by $308, with sales, client services, and HR/payroll accounting for $244 of the increase.

Legal expenses declined by $165 to $26 due to the completion of restructuring and Vivos-related matters.

Corporate non-operational costs decreased by $131 (16.7%) to $657.

From an MMG operational perspective, SG&A was

up $242 (7.5%) in 2024 from 2023.

Salaries, inclusive of commissions, payroll tax, and bonus rose $229 in the year ending December 31,

2024 compared to same period in 2023.

$221 of the increase was salary based as we bolstered our client services, sales, and HR/payroll

Operational nonwage and benefit costs were favorable

in 2024 to 2023 by $51 as savings were derived in contract services by $76 as we curtailed part-time outsourced controller services and

marketing support, commercial legal fees by $27 as $143 in Receiver related costs were booked to Other Expense, staff events by $39, dues

and subscriptions by $21 and payroll fees by $4 as ADP incentive included a three-month holiday.

Increases were seen in software by $54 as we added

Concur ($12) and allocated all non-direct hire software charges to SG&A versus COR, state franchise and minimum taxes by $24, marketing

programs by $14, and communications by $11 as we added Our People for internal messaging.

Interest Income :

Interest income

from related parties rose by $183, from $269 to $452, after applying a 10% interest rate to all notes receivable following their enrollment

as court judgments on December 29, 2023, related to arbitration awards.

This increase reflects a change in estimate based

on the advice of MMG counsel, whose interpretation of the award led to MMG’s recalculation of accrued interest from August 31, 2022 to

December 31, 2024, resulting in an approximate $132 reversal in interest.

Maslow also earned $18 in other interest income

- $14 from a federal tax refund (2016–2020) received in April 2024, and $4 from an FDIC-insured money market account.

Other Income (Expense):

In 2024, we incurred $249 in net other income/expenses, compared to $179

in 2023, reflecting a year-over-year increase of $70.

Total expenses for 2024 were $379, offset by recovery of overpaid IRS interest and

penalties of $127 and a $3 credit card rebate.

In April 2024, MMG received the final payment of $288 from the IRS for overcharged penalties

and interest and an uncredited payment that we contested in 2021, related to charges incurred between 2016 and 2021.

Of this amount, $127

had been originally requested but not confirmed for credit by the IRS.

Hence, we did not provision for the funds return.

The $379 in nonoperational costs primarily

consisted of legal fees and settlements related to receivership activities ($143), restructuring ($121), and the now-settled SWC

matter ($115).

Interest Expense:

Interest expense rose

by $16, from a low of $92 in 2023 to $108 as the need for using our Gulf Coast factoring facility increased.

Also impacting rate percentages

and higher interest costs to a small degree was that one of our clients left the Buyer Initiated

Payment (“BIP”) program (explained in the Liquidity and Capital Resources section directly below), resulting in a higher

APR for this client on 90-day terms.

Income Taxes:

Reliability did not have an income tax expense in 2024 compared to a $14

payment for the year ending December 31, 2023.

In 2023 and prior we booked several state income taxes which had minimum tax requirements

and franchise fees to income tax.

In 2024, those $27 cash and accrued costs were recorded in SG&A as Business Taxes.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital requirements are driven predominantly

by EOR field talent payments, SG&A salaries, public company costs, interest associated with factoring, legal costs associated with

the Vivos Matter, and client accounts receivable receipts.

Since receipts from client payments are on average 69 days behind payments

to field talent, working capital requirements can be periodically challenged.

We have a factoring facility with Gulf Coast Bank, which

advances 93% of our eligible receivables at an advance rate of 15 basis points, an interest rate of prime plus 2%, with our prime floor

Additionally, in April

2024, we entered into a Buyer Initiated Payment (“BIP”) agreement with American Express (“Amex”) which enables

MMG to be advanced 100% of purchase order approved invoices minus a flat interest rate percentage that is based on that day’s submitted

invoice volume.

The greater the volume the lower the interest rate charged.

This has had a profoundly positive impact on our ability to

accelerate cash conversion and lower DSO as well as our borrowing costs.

As of December, 31, 2024, 80.9% of our $4,688

accounts receivable was current compared to 87.4% out of $2,993 on December 31, 2023.

As of December 31, 2024, 1.7% between 31 and

60 days was past due versus 0.9% in 2023, and 0.2% between 60 and 90 days versus 0.6% at the end of 2023, and 0.1% for 90 days and

greater past due which was 0.5% in 2023.

Our primary sources of liquidity are cash generated

from operations via accounts receivable and borrowings under our Factoring Facility with Gulf Bank (“Gulf”), and Amex’s

BIP, with the former enabling access to the 7% unfactored portion.

Because certain large clients a few years ago changed their payment

practices announcing 60- and 90-day terms amounting to a unilateral extension to contractual terms by 30-60 days, we can be adversely

impacted since Gulf no longer provides credit if an account obligor pays more than 120 days after the invoice date.

However, since Gulf

covers two of the companies that have moved to 90-day terms, it reduces that burden on us.

Our primary uses of cash are for payroll to field

talent, corporate and staff employees, related payroll liabilities, operating expenses, legal fees relating to the Vivos matter and the

SWC lawsuit, public company costs, including but not limited to general and professional liability and directors and officer’s liability

insurance premiums, legal fees, filing fees, auditor and accounting fees, stock transfer services, and board compensation;

cash factoring, and BIP borrowing interest;

and cash taxes.

As of March 31, 2024, we have approximately $46 in notes payable.

Since we are an EOR with the majority of contracted

talent paid as W-2 employees who are paid known amounts on a consistent schedule, our cash inflows do not typically align with these required

payments, resulting in temporary cash challenges, which is why in the past we employed factoring.

Because we do also employ 1099 contracted

firms and individuals with payments terms which vary from immediate to 30 days, our cash requirements can be quite variable.

As of December 31, 2024, of our $4,688 in billed trade

receivables, $2,375 was subject to interest by Gulf for factoring, representing 51%.

(See Net Factoring total on line 1 of Current Liabilities

on Balance Sheet).

Vivos Debtors as of December 31, 2024 had notes receivable

totaling $5,847, including default on a $3,000 promissory note and on a $750 tax obligation in December 2019.

It was also anticipated that following the Merger,

the Company would both access the capital markets by selling additional shares of Company Common Stock and use shares of Company Common

Stock as currency to acquire other business revenues.

However, all 300 million authorized shares of Company Common Stock were issued in

connection with the Merger.

No shares are expected to become available to the Company until the legal dispute with the Vivos Debtors and

Vivos Group is resolved.

At that point the Company can decide whether to amend the Company’s Certificate of Formation to increase

the number of authorized shares of Company Common Stock or approve a reverse split of the outstanding shares of Company Common Stock to

provide additional shares for these purposes.

No assurance can be given as to when this might take place.

In April 2023, we received our final ERC payment of

$1,209 as the ERC did help bolster our cash reserves over the past three years.

As of December, 31, 2024, our working capital was

$7,296 compared to $7,913 on December 31, 2023.

In 2025, we do anticipate approximately $500 in incremental

SG&A, as our 2024 loaded salary run rate will alone have a $126 impact and we will continue to invest for growth in technology, heads,

as well as an expected increase in legal fees associated with the receiving process.

We also factored in price increases due to inflation

but at a lower rate than a year ago.

For 2024, a summary of our operating, investing, and

financing activities is shown in the following table:

of Record (EOR) Revenues :

Employer of Record (“EOR”) revenue totaled $16,400 in 2025 compared to $20,382 in 2024,

representing a decrease of $3,982 (19.5%).

EOR revenue represented 79.2% of total revenue in 2025 compared to 85.0% in 2024.

decrease was primarily attributable to reduced activity from one significant enterprise client, which accounted for approximately $2,190

of the decline.

Approximately $700 of the decline related to clients that ceased operations with the Company during 2024.

An additional

$463 resulted from a client transitioning personnel to a managed staffing arrangement.

Other client-level demand fluctuations accounted

for the remaining variance.

declines among EOR clients totaled approximately $5,650, partially offset by approximately $2,119 of increased activity among other clients.

Solutions Revenues :

Staffing revenue increased $771 (23.4%) to $4,072 in 2025 from $3,301 in 2024.

Staffing represented 19.7%

of total revenue in 2025 compared to 13.8% in 2024.

The increase reflects continued expansion in Media Staffing and improved demand across

select accounts.

and Multimedia Production Revenues :

Revenue from video production services, including managed services and project-based freelance

work, increased by $4, from $204 in 2024 to $208 in 2025.

This segment represented 1% of total revenue, compared to 10 bps lower at 0.9%

Gross profit for 2025 was $2,952 compared to $3,192 in 2024, representing a decrease of $240 or 7.5%.

Despite lower revenue,

consolidated gross margin improved to 2023 levels at 14.2% in 2025 from 13.3% in 2024.

overall margin improvement was driven primarily by:

contribution from Staffing Solutions, which grew by $771 (23.4%) and represented 19.7% of

total revenue compared to 13.8% in 2024.

in Staffing Solutions gross margins to 23.0% from 18.7% in 2024.

Managed Service Staffing component alone drove 1.5 % of total business margin improvement

margins within Video Production services.

services expanded in 2024 and 2025 to 2,617 from approx.$84 in 2023, carrying gross margins of 25.3% in 2025.

Couple this with

$17 in revenue at 41.5% margin consulting-based staffing, and staffing margin expanded by 4.4%, with the aforementioned 1.6% in overall

margin expansion.

gross margin declined to 11.8% in 2025 from 12.0% in 2024.

The decrease was primarily attributable to:

mix shift, including approximately $1.5 million of lower-margin 1099 contractor project activity;

workers’ compensation expense of approximately $34 due to higher experience modification

contraction of standard-margin revenue, which reduced operating leverage.

gross margins improved to 23.6% from 20.8 % in 2024.

Selling, General and Administrative

Expenses (“SG&A”):

SG&A expenses decreased by $117 (3.0%) to $3,782 in 2025 compared to $3,899 in 2024.

most significant driver of the decrease was lower salary and benefits expense of $260, primarily consisting of bonus reductions of $127,

wage savings of $102, payroll tax reductions of $11, and lower health benefit costs of $17.

As a result, loaded salary and wages as a

percentage of total SG&A decreased from 72.9% in 2024 to 68.4% in 2025.

Other key drivers of changes

in SG&A were as follows:

Services decrease by $17 or 35.4 %

Insurance package decrease by $13 or 6.6%

● Marketing & Promotion expense decrease by $10 or 18.9%

fees and no-fault settlement increased costs by $163

increased by $22 or 12.1%

Fees associated with tax and PCAOB audit requirements increased by $12 or 7.8%

From an MMG operational perspective,

SG&A costs were down $202 or 6.2% in 2025 from 2024.

Loaded Salaries, inclusive of benefits, commissions, payroll tax, and bonus were

favorable by $186 in the year ending December 31, 2025, compared to same period in 2024.

Marketing, Contract services and Business Taxes

were favorable by $18, $17 and $12 , respectively while Software costs increased by $22.

$14 of the Business Tax decrease was a reclassification

to state income taxes in 2025.

Corporate costs, which consist of nonoperational and mostly public costs,

were $86 or 13.1% greater in 2025 to 2024.

This sole driver was an employment related settlement for $125 which included another $38 in

associated legal fees.

Otherwise, loaded salaries were down $75, and business insurance favorable by $12.

Cost increases were in the areas

of accounting by $9 and $8 for web services.

Interest income from related parties rose by $57, to $509 from $452, as adjustments were made to interest in 2024 based

on re-interpretation of the awards.

also earned $5 in FDIC insured money market interest versus the $18 in interest income earned in 2024 which included $14 from a federal

tax refund (2016–2020) and $4 from the same money market account.

Income (Expense):

In 2025, the Company recorded net other expense of $229, compared to $249 in 2024, representing a year-over-year

improvement of $20.

The composition of other income (expense) differed significantly between periods.

In 2025, other expense included

$72 of losses on receivables sold under the Company’s receivables purchase programs and $157 of legal costs associated with recovery

of the Vivos arbitration award.

contrast, 2024 included $379 of non-operational costs, primarily consisting of legal fees and settlements related to receivership activities

($143), restructuring costs ($121), and Vivos-related matters ($115).

These costs were partially offset by $127 of recoveries related

to previously overpaid IRS interest and penalties, as well as a $3 credit card rebate.

items common to both periods were minimal and included nominal credit card rebates of $1 in 2025 and $3 in 2024.

Interest expense was lower by $3 from $108 in 2024 to $105 in 2025 as the need for using our Gulf Coast factoring facility

was partially supplanted by the sales of receivable programs.

Lower interest rates also helped as the average Gulf rate was 10.3% in

2025 compared to approximately 11.3% in 2024.

recorded no federal income tax expense in 2025 or 2024 primarily due to net operating loss carryforwards and a full valuation allowance

against deferred tax assets.

State income tax expense for 2025 is $14 versus $0 in 2024.

AND CAPITAL RESOURCES

of December 31, 2025, the Company’s primary sources of liquidity consisted of cash on hand, cash generated from operations, receivables

purchase arrangements, and access to invoice factoring facilities.

The Company’s primary liquidity requirements include funding

payroll and related costs for field talent, operating expenses, professional fees, and compliance costs associated with operating as

a public company.

payroll and related employment costs are generally funded prior to the collection of client receivables, the Company’s working

capital requirements are sensitive to client payment timing, revenue concentration, and fluctuations in business activity.

Cash Flow and Working Capital

2025, the Company incurred a net loss of $664.

Although gross margins improved year-over-year, revenue contraction reduced overall gross

profit dollars and contributed to pressure on operating cash flow.

receivable levels fluctuate based on revenue volume and client payment cycles.

Certain enterprise clients operate on extended payment

terms, and payment timing variability may cause short-term working capital compression.

In addition, seasonal revenue patterns and year-end

billing cycles may impact interim liquidity.

actively monitors weekly cash flow projections and payroll funding requirements.

The Company has historically utilized receivables-based

financing arrangements to bridge the timing difference between payroll funding and client collections.

Financing and Factoring Arrangements

Company maintains a receivables factoring facility with Gulf Coast Business Credit to provide working capital liquidity.

Under this arrangement,

eligible invoices are sold or advanced at a specified percentage of face value, with fees based on advance rates and interest spreads

provides immediate liquidity but requires settlement upon ultimate client payment, and the effective cost of capital is influenced by

client payment timing.

2025, the Company also began utilizing receivables purchase programs administered by JPMorgan (“JPM”) and MUFG Bank Ltd.

(“MUFG”) for certain invoices related to a large enterprise client.

the JPM arrangement, invoices are purchased at a discount based on a rate at approximately 80 basis points over SOFR for the expected

collection period, typically ranging from 100 to 105 days.

the MUFG arrangement invoices are purchased at a discount based on a rate at approximately 235 basis points over SOFR for the expected

collection period, typically at 60 days.

to traditional factoring, both the JPM and MUFG programs provide a lower cost of capital for these receivables but typically results

in funding within five to ten days of invoice approval rather than immediate advance.

Company evaluates funding alternatives based on cost of capital, timing requirements, and concentration exposure.

Sensitivities

Company’s liquidity is primarily influenced by:

concentration among large enterprise clients;

payment timing and extended payment terms;

funding requirements for field talent;

fluctuations in activity;

based financing arrangements are a consistent component of the Company’s payroll funding process due to the timing differences

between payroll obligations and client collections.

As revenue volumes declined during 2025 and operating losses reduced available working

capital, reliance on both of these financing arrangements increased.

While such arrangements provide essential liquidity, they increase

financing costs and may adversely impact operating results.

and Liquidity Sufficiency

has prepared cash flow projections covering the twelve-month period following issuance of these financial statements.

Based on current

revenue expectations, modest growth assumptions, stable gross margin performance, and anticipated operating expenses adjusted for inflationary

trends, management believes that existing receivables-based financing arrangements and projected operating cash flows will provide sufficient

liquidity to meet anticipated obligations as they become due over the next twelve months.

projections are subject to inherent uncertainty, including revenue variability, client payment timing, and continued access to receivables-based

Material adverse changes in these factors could require additional financing or further cost containment measures.

Structure and Strategic Flexibility

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

issued shares of the Company’s common stock to the Company in satisfaction of certain related-party obligations.

The Company has

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

completion of the transfer process, the return of these shares is expected to simplify the Company’s capital structure and may

provide additional flexibility to pursue recapitalization initiatives, strategic transactions, or equity-based financing opportunities

if deemed appropriate by management and the Board .

Company continues to evaluate opportunities to improve operating leverage, enhance gross margin mix, and optimize working capital efficiency.

of December 31, 2025, our working capital was $6,646 compared to $7,296 on December 31, 2024.

Adjusted Working Capital (excluding $6,357

in Notes Receivable) was $290 versus $1,449 at the end of 2024.

2026, we do anticipate SG&A to be relatively stable as some of cost cuts that were made in administrative support staff will have

a greater impact with an estimate loaded salary run rate of $126.

We expect to add more Sales, Recruiting and Human Resource resources

in 2026, which will likely be the source of most cost increases.

We also factored in price increases due to inflation but at a lower

rate than a year ago.

2025, a summary of our operating, investing, and financing activities is shown in the following table :

Net cash provided by (used in) operating activities

2 unchanged sentences

Net change in cash and cash equivalents

Operating Activities

Cash flows from operating activities primarily consist

of net income (loss), adjusted for non-cash items such as depreciation and amortization, as well as changes in working capital.

factors influencing cash inflows and outflows include factoring, accounts receivable, and accrued payroll and expenses.

In 2024, net cash used in operating activities was

$2,587, representing a decrease of $5,603 compared to net cash provided of $3,016 in 2023.

This decline was primarily driven by a $5,130

increase in trade receivables over cash converted and accrued party-related interest adverse cash change of $168.

These cash decreases

were partially offset by increases in cash flows from net income by $168, accounts payable at $335, accrued payroll at $275, and accrued

expenses at $46.

Investing Activities

Cash used in investing activities consisted of $52

for implementation of ADP Workforce Now and an additional $16 for in cash paid for laptops, accounting for $68 in total capital expenditures

This was $59 higher in capex than in 2023 when $9 was spent on laptops.

Financing Activities

Cash provided by financing activities was $2,355 in

2024 compared to cash used for a total of $2,412 in 2023.

The $4,767 increase was due to higher borrowing levels, which totaled $9,132

Repayments also increased by $716 reaching $6,930 in 2024.

This increased financing activity reflects the company’s growing

cash needs in line with revenue growth.

In 2023, borrowing was $5,364 lower, as the company had sufficient cash on hand following the

receipt of a final Employee Retention Credit (ERC) payment of $1,209 in April of 2023, which helped sustain liquidity for the remainder

OFF-BALANCE SHEET ARRANGEMENTS

We had no material off-balance sheet arrangements

that have, or are likely to have, a current or future material effect on our operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have identified the policies listed below as critical

to our business and the understanding of our results of operations.

For a detailed discussion of the application of these and other accounting

policies, see Note 3 in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.

The preparation of consolidated

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the

reported amounts of revenues and expenses during the reporting periods.

On an ongoing basis, management evaluates its estimates,

including those related to revenue recognition, collectability of accounts receivable, contingencies, litigation, income taxes, and other

Management based its estimates and judgments on historical experiences and on various other factors believed to be reasonable

under the circumstances.

Actual results under circumstances and conditions different than those assumed could result in differences from

the estimated amounts in the consolidated financial statements.

REVENUE RECOGNITION

The Company accounts for revenues when both parties

to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and

collectability of consideration is probable.

Payment terms vary by client and the services offered.

We derive our revenues from four segments:

EOR, Recruiting

and Staffing (temporary), Direct Hire and Video and Multimedia Production.

Revenues are recognized when promised services are delivered

to a client, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

Revenues as presented

in the consolidated statements of operations represent services rendered to client less variable consideration, such as sales adjustments

and allowances.

Reimbursements often related to out-of-pocket expenses, and equipment leasing are also included in revenues, and equivalent

amounts of reimbursable expenses and leased costs are included in cost of services.

We record revenue on a gross basis as a principal

versus on a net basis as an agent in the presentation of revenues and expenses.

We have concluded that gross reporting is appropriate

because we (i) have the risk of identifying and hiring qualified workers, (ii) have the discretion to select the workers and establish

their price and duties and (iii) we bear the risk for services that are not fully paid for by client.

Temporary staffing revenues are accounted for as a

single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s

performance on an hourly basis.

The contracts stipulate weekly billing, and the Company has elected the “as invoiced” practical

expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds

directly with the value of performance completed to date.

Direct Hire revenue is recognized on the date the

candidate’s full-time employment with the customer has commenced.

The customer is invoiced on the start date, and the contract stipulates

payment due under varying terms, typically 30 days.

The contract with the customer stipulates a guarantee period whereby the Company will

replace the candidate free of charge if the employee is terminated within the first 90-day period.

As such, the Company’s performance

obligations are satisfied upon commencement of employment, at which point control is transferred to the customer.

Allowances, recorded as a liability, are established

to estimate these losses.

Fees to clients are generally calculated as a percentage of the new worker’s annual compensation.

for Direct Hire services are charged to employment candidates.

Video and Multimedia Production revenues from contracts

with clients are recognized in the amount to which we have a right to invoice when the services are rendered by our field talent.

RECENT ACCOUNTING PRONOUCEMENTS

For a discussion of recent accounting pronouncements

and their potential effect on our results of operations and financial condition, refer to Note 3 in the Notes to the Consolidated Financial

Statements of this Annual Report on Form 10-K.

flows from operating activities primarily consist of net income (loss), adjusted for non-cash items such as depreciation and amortization,

as well as changes in working capital.

The key factors influencing cash inflows and outflows include factoring, accounts receivable,

and accrued payroll and expenses.

2025, net cash afforded in operating activities was $1,889, representing an increase of $4,476 compared to net cash outlay of $2,587

This increase was primarily driven by a $3,166 decrease in trade receivables as billing in last quarter was down approximately

$580 and cash conversion via collection acceleration was approximately $2,510 Accrued expenses and deferred revenue were cash positive

at $36 and $27, respectively.

Offsetting cash decreases were in the form of accrued third party-related interest of $510, accrued payroll

at $190, and the net loss after taxes of $651.

used in investing activities consisted of $11 for laptops in contrast to the $68 invested in 2024 for implementation of ADP Workforce

Now, $52 and $16 for laptops.

Cash repatriated for financing activities was $1,917 in contrast to the $2,355 borrowed net balance in 2024.

proceeds were $8,299 and repayments were $10,220 in 2025.

Repayments, hence increased by $3,290 over the $6,930 returned to Gulf in 2024.

In 2025, borrowing was $833 lower than 2024 when it was $9,132.

SHEET ARRANGEMENTS

had no material off-balance sheet arrangements that have, or are likely to have, a current or future material effect on our operations.

ACCOUNTING POLICIES AND ESTIMATES

have identified the policies listed below as critical to our business and the understanding of our results of operations.

For a detailed

discussion of the application of these and other accounting policies, see Note 3 in the Notes to the Consolidated Financial Statements

of this Annual Report on Form 10-K.

The preparation of consolidated financial statements in conformity with GAAP requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting

an ongoing basis, management evaluates its estimates, including those related to revenue recognition, collectability of accounts receivable,

contingencies, litigation, income taxes, and other liabilities.

Management based its estimates and judgments on historical experiences

and on various other factors believed to be reasonable under the circumstances.

Actual results under circumstances and conditions different

than those assumed could result in differences from the estimated amounts in the consolidated financial statements.

Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties

are identified, payment terms are identified, and collectability of consideration is probable.

Payment terms vary by client and the services

derive our revenues from four segments:

EOR, Staffing Solutions, Direct Hire and Video and Multimedia Production.

recognized when promised services are delivered to a client, in an amount that reflects the consideration we expect to be entitled to

in exchange for those services.

Revenues as presented in the consolidated statements of operations represent services rendered to client

less variable consideration, such as sales adjustments and allowances.

Reimbursements often related to out-of-pocket expenses, and equipment

leasing are also included in revenues, and equivalent amounts of reimbursable expenses and leased costs are included in cost of services.

record revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses.

concluded that gross reporting is appropriate because we (i) have the risk of identifying and hiring qualified workers, (ii) have the

discretion to select the workers and establish their price and duties and (iii) we bear the risk for services that are not fully paid

for by client.

staffing revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneously receives

and consumes the benefits of the Company’s performance on an hourly basis.

The contracts stipulate weekly billing, and the Company

has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate

as we have the right to payment in an amount that corresponds directly with the value of performance completed to date.

Hire revenue is recognized on the date the candidate’s full-time employment with the customer has commenced.

The customer is invoiced

on the start date, and the contract stipulates payment due under varying terms, typically 30 days.

The contract with the customer stipulates

a guarantee period whereby the Company will replace the candidate free of charge if the employee is terminated within the first 90-day

As such, the Company’s performance obligations are satisfied upon commencement of employment, at which point control is

transferred to the customer.

recorded as a liability, are established to estimate these losses.

Fees to clients are generally calculated as a percentage of the new

worker’s annual compensation.

No fees for Direct Hire services are charged to employment candidates.

and Multimedia Production revenues from contracts with clients are recognized in the amount to which we have a right to invoice when

the services are rendered by our field talent.

ACCOUNTING PRONOUNCEMENTS

a discussion of recent accounting pronouncements and their potential effect on our results of operations and financial condition, refer

to Note 3 in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.

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 7. Management’s Discussion and Analysis