Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
The
Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer
concluded that the disclosure controls and procedures as of the end of the period covered by this report were effective such that the
information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal
Executive Officer and Principal Financial Officer to allow timely decisions regarding disclosure. A controls system cannot provide absolute
assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have been detected.
Management’s
Annual Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles
accepted in the United States.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
The
Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2025. Based on this evaluation, the Principal Executive Officer and Principal Financial Officer
concluded that, as of December 31, 2025, internal control over financial reporting was effective.
The
consolidated financial statements of the Company for 2025 have been audited by the independent registered public accounting firm of Ramirez
Jimenez International CPAs who were given unrestricted access to all financial records and related data, including minutes of all meetings
of stockholders and the Board of Directors. This annual report does not include an attestation report from the independent registered
public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation
by the independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company
to provide only management’s report in this annual report.
Changes
in Internal Control Over Financial Reporting
There
have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
promulgated under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION.
The
Company utilizes multiple receivables-based financing arrangements to support working capital requirements. These arrangements include
both (i) traditional factoring facilities and (ii) receivables purchase programs with financial institutions.
Under
the Company’s factoring arrangements, accounts receivable are pledged as collateral and the transactions are accounted for as secured
borrowings, with proceeds recorded as liabilities until collection.
Under
the Company’s receivables purchase programs, certain eligible receivables are sold to third-party financial institutions. These
transactions are accounted for as sales of financial assets in accordance with applicable accounting guidance, as the Company has concluded
that the transfer of receivables meets the criteria for derecognition. As a result, the receivables are removed from the balance sheet
at the time of transfer, and the Company recognizes a loss on sale representing the difference between the carrying value of the receivables
and the proceeds received.
The
Company’s ability to access these arrangements is dependent on the credit quality of its receivables and other customary conditions,
and any disruption or reduction in availability could adversely impact liquidity.
41
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Board
Composition
Our
Board of Directors currently consists of four directors. The Board has determined that Hannah Bible, Louis Parks, and John Chanaud qualify
as independent directors under applicable SEC rules and the corporate governance standards of the OTC Markets. Ms. Bible has served as
Chairwoman of the Board since November 13, 2019.
The
authorized number of directors may be changed by resolution of the Board of Directors in accordance with the Company’s bylaws.
Vacancies on the Board may be filled by resolution of the Board.
Board
Leadership and Role in Risk Oversight
Meetings
of the Board are presided over by the Chairwoman of the Board, Hannah Bible. The Board believes Ms. Bible is well-positioned to serve
in this role due to her familiarity with SEC and governance matters, Board processes, and the Company’s business and strategic
priorities.
The
Board oversees the Company’s risk management processes, including risks relating to strategy, operations, financial reporting,
liquidity, capital structure, and legal and regulatory compliance. The Board receives reports from management regarding significant risks
and management’s actions to monitor and mitigate those risks. The Board’s committees also consider risk in connection with
their specific responsibilities and report material matters to the full Board as appropriate.
Committees
of the Board of Directors
The
standing committees of our board of directors consist of an Audit Committee, Compensation Committee and a Nominating and Corporate Governance
Committee. Each committee reports to the Board as appropriate. The composition, duties and responsibilities of these committees are set
forth below.
Audit
Committee
The
Audit Committee is responsible for, among other things:
1. appointing,
retaining, compensating, and evaluating the Company’s independent registered public
accounting firm;
2. overseeing
the qualifications, independence, and performance of the independent registered public accounting
firm;
3. overseeing
the Company’s financial reporting process and discussing with management and the independent
registered public accounting firm the Company’s interim and annual financial statements;
4. reviewing
accounting principles, financial and accounting controls, and compliance with legal and regulatory
requirements;
5. establishing
procedures for the confidential submission of concerns regarding questionable accounting,
internal control, or auditing matters;
6. reviewing
and approving related person transactions; and
7. overseeing
the Company’s risk management process as it relates to financial reporting and internal
controls.
The
Audit Committee consists of John Chanaud (Chairman), Hannah Bible, and Louis Parks. The Board has determined that each member of the
Audit Committee is independent under applicable SEC rules and OTC Markets standards. The Board has also determined that Mr. Chanaud qualifies
as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
The
Board has adopted a written charter for the Audit Committee, which is available on the Company’s website under the investor relations
tab at www.maslowmedia.com. Information on the Company’s website is not incorporated by reference into, and does not form a part
of, this Annual Report on Form 10-K.
Compensation
Committee
The
Compensation Committee is responsible for, among other things:
1. reviewing
compensation goals, policies, plans, and programs for key personnel;
2. reviewing
and approving the compensation of directors and executive officers; and
3. reviewing
and approving employment agreements and similar arrangements with executive officers.
The
Compensation Committee may delegate responsibilities to one or more subcommittees as it deems appropriate and may retain advisors, including
compensation consultants, as necessary. No executive officer may be present during deliberations or determinations regarding such officer’s
compensation.
42
The
Compensation Committee consists of Hannah Bible, Louis Parks, and John Chanaud. Neither the Compensation Committee nor management engaged
a compensation consultant during fiscal 2025. The Board has adopted a written charter for the Compensation Committee.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee is responsible for overseeing the Company’s corporate governance framework and assisting
the Board in identifying and evaluating qualified candidates for service as directors and executive officers.
Its
responsibilities include, among other things:
1. recommending
criteria for director and executive officer qualifications;
2. identifying
and recommending candidates for election or appointment to the Board and executive offices;
3. considering
stockholder nominees in accordance with applicable law and SEC rules;
4. recommending
corporate governance guidelines and practices;
5. reviewing
Board size, composition, and structure;
6. overseeing
governance matters, including conflicts of interest, Board evaluations, and related governance
processes; and
7. reporting
governance-related matters to the Board, including related party transaction matters as appropriate
in coordination with the Audit Committee.
The
Nominating and Corporate Governance Committee consists of Louis Parks (Chairman), Hannah Bible, John Chanaud, and Nick Tsahalis.
Other
Committees
Our
board of directors may establish additional committees from time to time as it deems necessary or appropriate, including a Strategic
Advisory Committee.
Family
Relationships
There
are no family relationships among any of our executive officers or any of our directors.
Directors
and Executive Officers
The
following table sets forth the name, age, and current position of the Company’s directors and executive officers:
Name
Age
Position(s)
Nick
Tsahalis
48
President,
Chief Executive Officer and Director
Mark
Speck
65
Chief
Financial Officer and Secretary
Hannah
Bible
46
Chairwoman
of the Board and Director
Louis
Parks
65
Director
John
Chanaud
62
Director
Hannah
Bible
Hannah
M. Bible has served as a director of the Company since April 2014 and as Chairwoman of the Board since November 2019. Ms. Bible currently
serves as Chief Legal Officer of Star Equity Holdings and previously served as Vice President of Legal at Digirad Corporation from October
2019 to 2024. She has also served in finance and legal leadership roles with subsidiaries and affiliates of Lone Star Value Management,
LLC and ATRM Holdings, Inc. Ms. Bible has over 15 years of legal, accounting, and corporate governance experience across a range of industries.
The Board believes Ms. Bible’s legal, tax, accounting, governance, and board experience qualifies her to serve as a director and
Chairwoman of the Board.
Louis
Parks
Louis
A. Parks has served as a director of the Company since August 2020. Mr. Parks is also a board member at Star Equity Holdings and is Managing Member of Tyro Capital Management LLC, a New
York-based equity hedge fund, where he serves as Chief Operating Officer and Chief Financial Officer. He has more than 30 years of Wall
Street experience in senior management roles, including oversight of trading, risk, compliance, client relations, and operations. Mr.
Parks previously held senior positions at CL King & Associates and Raymond James Financial and began his career with Morgan Stanley,
Sanford C. Bernstein, and Merrill Lynch. The Board believes Mr. Parks’ extensive financial markets, operating, and governance experience
qualifies him to serve as a director.
43
John
Chanaud
John
Chanaud has served as a director of the Company since October 2020. Mr. Chanaud is Vice President and Chief Financial Officer of The
Bernstein Companies, a Washington, D.C.-based real estate development, management, and investment firm. He has held that position since
1997 and is responsible for financial oversight and planning across the company, its subsidiaries, and operating divisions. Prior to
joining The Bernstein Companies, Mr. Chanaud spent more than ten years as a Certified Public Accountant with a regional CPA firm. He
is a member of the American Institute of Certified Public Accountants and the Maryland Association of CPAs. The Board believes Mr. Chanaud’s
accounting and financial reporting expertise qualifies him to serve as a director and as Chair of the Audit Committee.
Nick
Tsahalis
Nick
Tsahalis serves as President, Chief Executive Officer, and a member of the Board of Directors of Maslow Media Group. He has served as
President and a director since October 2019 and became Chief Executive Officer in September 2022. Mr. Tsahalis leads the company’s
strategy, operations, and financial performance across its national workforce management and production services platform. Maslow Media
Group provides Employer of Record services, contingent staffing, direct hire recruitment, managed services, and video production solutions
to enterprise clients. Mr. Tsahalis previously served as President and Chief Executive Officer of Maslow Media Group, Inc. beginning
in December 2016, after joining the company as Chief Financial Officer in October 2015. He strengthened the company’s financial
infrastructure and supported its operational growth. Prior to Maslow Media Group, Mr. Tsahalis held senior financial leadership roles
across several industries, including organic recycling, media production, hospitality, staffing, and waste management. He brings more
than 25 years of operational leadership experience spanning finance, accounting, information technology, human resources, and business
development. The Board believes Mr. Tsahalis’ operating leadership and industry experience qualify him to serve as a director.
Mark
Speck
Mark
Speck has served as Chief Financial Officer and Secretary of the Company since October 2019. Mr. Speck has more than 30 years of experience
in finance, accounting, internal audit, compliance, and financial reporting, including leadership roles involving public company reporting,
financial oversight, internal controls, SEC compliance, and strategic financial management. Prior to joining the Company, Mr. Speck held
senior leadership positions at CPA Global, a global intellectual property management company, including as Chief Financial Officer of
its North America operations and later as Chief Compliance Officer and Head of Internal Audit for its global organization, overseeing
governance, compliance, and internal audit functions across operations spanning 14 countries on five continents. CPA Global was a private
equity owned enterprise with more than $1 billion in revenue, and Mr. Speck played a key role in two significant capital transactions
during his tenure. The Board believes that Mr. Speck’s extensive experience in financial management, governance, and public company
reporting provides valuable leadership for the Company and supports its compliance with public company reporting obligations.
Code of Ethics
The Company has adopted a Code of Business Ethics and Corporate Conduct
applicable to its principal executive officer, principal financial officer, or persons performing similar functions. The Code is filed
as an exhibit (14.1) to this Annual Report and is available on the Company’s website at www.rlby.com .
Insider Trading Policies and Procedures
The Company has adopted insider trading policies and procedures governing
the purchase, sale, and other dispositions of the Company’s securities by directors, officers, employees, and the Company itself.
These policies and procedures are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations,
including those relating to material nonpublic information.
The Company’s
Insider Trading Policy is filed as an exhibit (19.1) to this Annual Report on Form 10-K.
ITEM
11. EXECUTIVE COMPENSATION
Named
Executive Officers
Our
named executive officers for Fiscal 2025 are:
●
Nick
Tsahalis, our President, and Chief Executive Officer
●
Mark
Speck, our Chief Financial Officer, and Secretary
Throughout
this section, the term “named executive officer” is intended to refer to the individuals identified above. During 2025, we had only two named executive officers, each of whom is set forth above.
44
Summary
Compensation Table
The
following table presents compensation information for our named executive officers with respect to 2025 and 2024 The compensation
arrangements for the Company’s named executive officers are based on employment agreements approved by the Company’s Board
of Directors in September 2021.
Name
and
Principal
Position
Year
Salary
($)*
Bonus
($) **
Stock
Awards
($)
Option
Awards
($)
Non-equity
incentive
plan
compensation
($)
Non-qualified
deferred
compensation
earnings
($)
All
Other
Compensation
($) ***
Total
($)
Nick Tsahalis
President and Chief
2025
$ 288
$ 0
$ 34
$ 322
Executive Officer
2024
$ 288
$ 36
$ 30
$ 354
Mark Speck Chief Financial
Officer and
2025
$ 260
$ 0
$ 34
$ 294
Secretary
2024
$ 260
$ 43
$ 30
$ 333
(*)
Salary
represents the annualized contracted salary of the executive officer and not the actual salary earned during the fiscal year.
(**)
Bonus
amounts for 2024 have been deferred. The Compensation Committee may award discretionary bonuses, generally not exceeding 50%
of base salary.
(***)
Represents
car allowance and Company paid or Company subsidized medical benefit premiums.
Agreements
with Executive Officers
The
Company has employment agreements with Nick Tsahalis, the Company’s President and Chief Executive Officer, and Mark Speck, the
Company’s Chief Financial Officer and Secretary. These agreements provide for base salary, eligibility for discretionary bonuses,
participation in employee benefit programs, and reimbursement of reasonable business expenses, and contain customary termination and
severance provisions.
Director
Compensation
The
following table summarizes compensation payable to the Company’s non-management directors for fiscal 2025:
Name
Board
Member
Fees
($)
Audit
Committee
Fees
($)
Compensation
Committee
Fees
($)
Nominating
& Governance
Committee
Fees
($)
Chairperson
of the Board
Fees
($)
Total
($)
Hannah Bible
$ 20
$ 20
Louis Parks
$ 20
$ 20
John Chanaud
$ 20
$ 20
Director
Compensation
Set
forth below is a summary of the components of compensation payable to our non-management directors.
Cash
Compensation
We
reimburse each non-management member of our board of directors for all reasonable out-of-pocket expenses incurred in connection with
their attendance at meetings of our board of directors and any committees thereof, including, without limitation, reasonable travel,
lodging and meal expenses. Each director, who is also not an officer of Reliability is also entitled to quarterly payments of $5 for
their service on our board of directors. Currently there is no additional compensation for committee’s chaired or for presiding
as chairperson of the board, due to cash constraints and unavailability of equity compensation.
45
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth information regarding the beneficial ownership of Company Common Stock as of March 28, 2026 by:
●
each
person, or group of affiliated persons, known by the Company to beneficially own more than 5% of our outstanding shares of Company
Common Stock;
●
each
of our directors and executive officers; and
●
all
executive officers and directors as a group.
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power
with respect to the securities. Except as otherwise indicated, each person or entity named in the table has sole voting and investment
power with respect to all shares of our capital stock shown as beneficially owned, subject to applicable community property laws.
Name
Directly
Owned
Shares of
Common Stock
Percentage
Beneficial
ownership of
Common
Stock
Percentage
Officers and Directors
Mark Speck, 22505 Gateway Center
Drive, P.O. Box 71, Clarksburg, MD 20871
3,014,882
1.0 %
3,276,052 (1)
1.1 %
Nick Tsahalis, 22505 Gateway Center Drive,
P.O. Box 71, Clarksburg, MD 20871
3,276,052
1.1 %
3,276,052
1.1 %
All directors and executive
officers as a group (2 persons)
6,290,934
2.1 %
6,552,104
2.2 %
5% Holders (6)
Naveen Doki,
10,138,882
3.4 %
202,634,728 (2)
67.5 %
Silvija Valleru
4,972,644
1.7 %
50,657,482 (3)
16.9 %
Shirisha Janumpally
192,495,846
64.2 %
202,634,728 (4)
67.5 %
Kalyan Pathuri
45,684,838
15.2 %
50,657,482 (5)
16.9 %
5% Holders Totals
253,292,210
84.4 %
(1)
Represents
(i) 3,014,882 shares held by Mr. Speck; (ii) 261,170 shares held by Hawkeye Enterprises Inc, a company owned and controlled by Mr.
Speck.
(2)
Represents
(i) 10,138,882 shares held by Mr. Doki; (ii) 20,661,816 shares held by Federal Systems, a company owned and controlled by Mrs. Janumpally,
which Mr. Doki may be deemed to indirectly beneficially own as the husband of Mrs. Janumpally; (iii) 161,503,122 shares held by Judos
Trust, a trust in which Mrs. Janumpally is the sole trustee and beneficiary, and of which Mr. Doki may be deemed to indirectly beneficially
own as the husband of Mrs. Janumpally; and (iv) 10,330,908 shares held directly by Mrs. Janumpally which Mr. Doki may be deemed to
indirectly beneficially own as the husband of Mrs. Janumpally.
(3)
Represents
(i) 4,972,644 shares held by Mrs. Valleru; and (ii) 40,520,200 shares held by Igly Trust of which Mrs. Valleru may be deemed to indirectly
beneficially own as the wife of Kalyan Pathuri, who is the sole trustee and beneficiary of the Igly Trust; and (iii) 5,164,638 shares
held by Mr. Pathuri, which Mrs. Valleru may be deemed to indirectly beneficially own as the wife of Mr. Pathuri.
(4)
Represents
(i) 10,138,882 shares that Mrs. Janumpally may be deemed to indirectly beneficially own as the wife of Mr. Doki; (ii) 20,661,816
shares held by Federal Systems, a company owned and controlled by Mrs. Janumpally; (iii) 161,503,122 shares held by Judos Trust,
a trust in which Mrs. Janumpally is the sole trustee and beneficiary, and (iv) and 10,330,908 shares Mrs. Janumpally owns directly.
(5)
Represents
(i) 5,164,638 shares held by Mr. Pathuri; (ii) 40,520,200 shares held by Igly Trust of which Mr. Pathuri is the sole trustee and
beneficiary; and (iii) 4,972,644 shares held by Mrs. Valleru of which Mr. Pathuri may be deemed to indirectly beneficially own, as
the husband of Mrs. Valleru.
(6)
On
or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to Arbitrate and Demand for Arbitration to the
Respondents: Mr. Doki; Mrs. Valleru; Mrs. Janumpally (individually and in her capacity as trustee of Judos Trust); Kalyan Pathuri
(individually in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”). The Arbitration alleged
that certain of the Respondents breached the Merger Agreement providing for the Merger of MMG into a subsidiary of Reliability, in
a number of significant respects and potentially committed fraud in connection with the Merger.
(7)
On
August 31, 2022, the arbitrator issued an award (the “Award”) with the Company and MMG prevailing on their claims. The
awards included citing fraud damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally,
on October 27, 2023. Summarily, MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted
interest, attorneys’ fees and expenses of $1,209 and a contract damage of $1,000, to be satisfied by the transfer of their
shares of the Company common stock to the Company equal in value to $1,000.
(8)
The
Vivos Group owners or holders of all of the shares of common stock of the Company were declared not be entitled to vote any of those
shares at any annual or special meeting of the shareholders of the Company during the period of a Receivership which was set up on
May 17, 2023.
46
As
described in Notes 10, 12 and 15 to the consolidated financial statements, 253,292,210 shares of the Company’s common stock
currently held by members of the Vivos Group are subject to arbitration awards and a subsequent settlement agreement requiring the
transfer of those shares to the Company. As of the date of this Annual Report, the transfer of those shares has not yet been
completed through the Company’s transfer agent and the shares remain outstanding pending completion of the transfer
process.
Pursuant
to the arbitration awards and related proceedings, the subject shares are not entitled to vote and may not be voted at any meeting
of the Company’s stockholders. Upon completion of the transfer process, the shares are expected will be returned to the
Company and recorded as treasury shares.
The
5% holders listed above, although considered affiliates, do not actively participate in the management or policies of the Company.
Equity
Compensation Plans
None
at this time.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Historically,
the Company had related-party balances with the “Vivos Group,” arising from loans and other transactions entered into in
connection with the Company’s prior ownership structure and related financing arrangements. Certain of these matters were subsequently
disputed and became the subject of arbitration proceedings, as described in Item 3: Legal Proceedings and were resolved through a settlement
agreement entered into in February 2026.
Policy
on Review and Approval of Transactions with Related Persons
The
Board of Directors has established processes and controls to obtain information from our directors, executive officers, and significant
stockholders regarding related-person transactions and to determine whether a related person has a direct or indirect material interest
in such transactions. Our Audit Committee is responsible for the review, approval, and ratification of related-person transactions between
the Company and any related person.
Under
SEC rules, a related person is a director, executive officer, nominee for director, or beneficial owner of more than 5% of any class
of our voting securities, or an immediate family member of any of the foregoing.
In
the course of its review and approval or ratification of a related-person transaction, the Audit Committee will consider:
●
the
nature of the related person’s interest in the transaction;
●
the
material terms of the transaction, including the amount involved and type of transaction;
●
the
importance of the transaction to the related person and to the Company;
●
whether
the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest of
our stockholders; and
●
any
other matters the Audit Committee deems appropriate.
Any
member of the Audit Committee who is a related person with respect to a transaction under review will not be able to participate in the
deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the
presence of a quorum at a meeting of the committee that considers the transaction.
Related
Person Transactions
The Company has engaged in transactions
and arrangements with the “Vivos Group,” including notes receivable, legal proceedings, and settlement-related activities.
These matters are described in Notes 10, 12 and 15, to the consolidated financial statements and in Item 3. Legal Proceedings.
These transactions primarily
relate to legacy arrangements and subsequent legal proceedings and have been accounted for in accordance with applicable accounting guidance.
Director
Independence
The
Company evaluates the independence of its directors based on the applicable SEC rules and the standards of the OTC Markets. The Board has determined that Hannah Bible, Louis Parks and John Chanaud qualify as independent
directors under applicable standards.
47
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Through
December 31, 2025, the Company’s principal independent registered accountant was RJI International CPAs (“RJI”).
Aggregate
fees billed or incurred related to the following years for fiscal 2025 and 2024 by RJI are set forth below.
2025
2024
Audit Fees (1)
$ 112
$ 108
Audit-Related Fees (2)
-
-
Tax Fees
-
-
All Other Fees
-
-
Total
$ 112
$ 108
(1)
Audit
fees consist principally of fees for the audit of our consolidated financial statements; review of our interim consolidated financial
statements and audit services related to our acquisitions.
(2)
These
fees consist principally of fees related to the preparation of SEC registration statements, acquisition due diligence, and U.S. Department
of Labor filings.
Audit
Committee Pre-Approval Policies and Procedures
The
Audit Committee is responsible for the appointment, compensation, and oversight of the Company’s independent registered public
accounting firm. The Audit Committee has established policies and procedures for the pre-approval of all audit and permissible non-audit
services performed by the independent auditor.
Under
these policies, all services to be provided by the independent auditor must be pre-approved by the Audit Committee, either (i) specifically
prior to the engagement or (ii) pursuant to pre-approved categories of services. The Audit Committee may delegate pre-approval authority
to one or more of its members, provided that any such approvals are presented to the full Audit Committee at its next scheduled meeting.
All
audit and non-audit services performed by the independent auditor during the fiscal years ended December 31, 2025 and 2024 were pre-approved
in accordance with these policies and procedures.
Selection
The
Audit Committee appointed RJI as our independent registered public accounting firm for 2025 and RJI has served in this capacity
since 2009.
48
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial
Statements
The
following consolidated financial statements of Reliability and the reports of the Independent Registered Public Accounting Firms are
contained in Item 8 of Part II of this Annual Report on Form 10-K as indicated:
Page
Report of Independent Registered Public Accounting Firms
25
Consolidated Balance Sheets
27
Consolidated Statements of Operations
28
Consolidated Statements of Changes in Stockholders’ Equity
29
Consolidated Statements of Cash Flows
30
Notes to Consolidated Financial Statements
32
Financial
Statement Schedules
Financial
statement schedules are omitted because they are not applicable, or not required, or because the required information is included in
the consolidated financial statements or notes thereto.
Exhibits
See
the list of exhibits in the Index to Exhibits to this Annual Report on Form 10-K, which is incorporated herein by reference.
49
ITEM
16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on March 31, 2026
RELIABILITY
INCORPORATED
By:
/s/
Nick Tsahalis
Name:
Nick
Tsahalis
Title:
President
and Chief Executive Officer
By:
/s/
Mark Speck
Name:
Mark
Speck
Title:
Chief
Financial Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 31, 2026.
By:
/s/
Nick Tsahalis
Name:
Nick
Tsahalis
Title:
President
and Chief Executive Officer
By:
/s/
Louis Parks
Name:
Louis
Parks
Title:
Director
By:
/s/
Hannah Bible
Name:
Hannah
Bible
Title:
Chairperson
of the Board
By:
/s/
John Chanaud
Name:
John
Chanaud
Title:
Director
50
EXHIBIT
INDEX
(d)
The
following Exhibits are filed with this Annual Report on Form 10-K:
Exhibit
No.
Description
2.1
Merger
Agreement, by and among Reliability, R-M Merger Sub, Inc., Jeffrey Eberwein, The Maslow Media Group, Inc., and Naveen Doki, and Silvija
Valleru (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September
23, 2019).
2.2
Statement
of Merger as filed with the Secretary of State of the State of Virginia on October 29, 2019 (incorporated by reference to Exhibit
2.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
3.1
Restated
Articles of Incorporation (with amendment) (incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form
10-Q filed with the SEC on August 11, 1995).
3.2
Certificate
of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Quarterly Report on Form
10-Q filed with the SEC on November 14, 2016).
3.3
Certificate
of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form
8-K filed with the SEC on January 31, 2014).
3.4
Certificate
of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form
8-K filed with the SEC on May 1, 2014).
3.5
Certificate
of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.03 of the Company’s Current Report on Form
8-K filed with the SEC on October 3, 2013).
3.6
Restated
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 17,
2004).
3.7
Amended
Bylaws (incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 6,
2007).
10.1
Intercompany
Promissory Note dated November 15, 2016, between Maslow (as Lender) and Vivos Holdings, LLC (as Borrower) (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.2
Intercompany
Promissory Note dated November 15, 2017, between Maslow (as Lender) and Vivos Real Estate, LLC (as Borrower) (incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.3
Settlement
Agreement dated October 25, 2018, between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default of Future Receivables
Sales Agreement with Kinetic Direct Funders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form
8-K filed with the SEC on October 30, 2019).
10.4
Amendment
to Settlement Agreement dated April 10, 2019, between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default
of Future Receivables Sales Agreement with Kinetic Direct Funding LLC (incorporated by reference to Exhibit 10.4 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.5
Settlement
Agreement dated December 10, 2018, by and among Maslow, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Naveen Doki, Silvija Valleru,
and CC Business Solutions, a division of Credit Cash NJ, LLC, in relation to Accounts Receivable Advance Agreement (incorporated
by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.6
Settlement
Agreement dated January 24, 2019, between Maslow, Vivos Holdings, LLC, and Advantage Capital Funding in relation to default of July
5, 2018, Purchase and Sale of Future Receipts Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current
Report on Form 8-K filed with the SEC on October 30, 2019).
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10.7
Factoring
and Security Agreement dated November 4, 2016, between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated
by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.8
First
Amendment to Factoring and Security Agreement dated January 5th, 2018, between Maslow and Advance Business Capital LLC (d/b/a Triumph
Business Capital) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC
on October 30, 2019).
10.9
Second
Amendment to Factoring and Security Agreement dated March 30th, 2018, between Maslow and Advance Business Capital LLC (d/b/a Triumph
Business Capital) (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC
on October 30, 2019).
10.10
Securities
Purchase Agreement dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc. (incorporated by reference to Exhibit 10.10
to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.11
Convertible
Promissory Note dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc. (incorporated by reference to Exhibit 10.11 to
the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.12
Warrant
Agreement dated June dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc. (incorporated by reference to Exhibit 10.12
to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.13
Securities
Purchase Agreement dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.13 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.14
Convertible
Promissory Note dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.14 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.15
Warrant
Agreement dated June dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.15 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.16
Securities
Purchase Agreement dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.16 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.17
Convertible
Promissory Note dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.17 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.18
Warrant
Agreement dated June dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.18 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.19
Professional
Services Agreement dated May 11, 2017, between Maslow and AT&T Services, Inc. (incorporated by reference to Exhibit 10.19 to
the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.20
Commercial
Lease Agreement dated December 19, 2017, between Maslow and Vivos Real Estate, LLC (incorporated by reference to Exhibit 10.20 to
the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.21
Personal
Guaranty dated June 12, 2019, between Maslow and Naveen Doki (incorporated by reference to Exhibit 10.21 to the Company’s Current
Report on Form 8-K filed with the SEC on October 30, 2019).
10.22
Debt
Conversion Agreement by and among Reliability Incorporated and Lone Star Value Investors, LP (incorporated by reference to Exhibit
10.22 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.23
Debt
Conversion Agreement by and among Reliability Incorporated and Lone Star Value Co-Invest I, LP (incorporated by reference to Exhibit
10.23 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.24
Form
of Piggyback Registration Rights Agreement by and among Reliability and certain Investors (incorporated by reference to Exhibit 10.24
to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.25
Form
of Lock Up Agreement by and between Reliability and certain Holders (incorporated by reference to Exhibit 10.25 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.26
Secured
Promissory Note dated September 5, 2019, between Maslow (as Noteholder) and Vivos Holdings, LLC (as Debtor) (incorporated by reference
to Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.27
Igly
Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.27 to the Company’s Current
Report on Form 8-K filed with the SEC on October 30, 2019).
10.28
Judos
Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.28 to the Company’s Current
Report on Form 8-K filed with the SEC on October 30, 2019).
10.29
Shirisha
Janumpally Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.29 to the Company’s
Current Report on Form 8-K filed with the SEC on October 30, 2019).
10.30
Agreement
for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated October 28, 2019, by and among Maslow Media
Group, Inc., Naveen Doki, Silvija Valleru, Shirisha Janumpally, Kalyan Pathuri and Federal Systems (incorporated by reference to
Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
14.1
Code of Business Ethics and Corporate Conduct
19.1
Insider Trading Policy
21.1
Subsidiaries
of the Registrant. *
31.1
Certification
of CEO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934. *
31.2
Certification
of CFO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934. *
32.1
Certifications
of CEO and CFO pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed
herewith.
**
Management
contract or compensatory plan or arrangement.
†
This
certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act.
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