What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-04-01 · 327 added, 249 removed, 114 unchanged (83% of the section changed)

Incorporated (“Reliability” or the “Company”), headquartered in Clarksburg, Maryland, through its wholly

owned subsidiary, The Maslow Media Group, Inc.

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

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

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

The Company’s

clients are in diverse industries including media, financial services including banking, medical devices, pharmaceuticals,

telecommunications, energy, healthcare, and education.

Incorporated (“Reliability” or the “Company”), headquartered in Clarksburg, Maryland, through its wholly owned

subsidiary, The Maslow Media Group, Inc.

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

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

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

The Company’s clients are in diverse industries

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

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

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

was founded in 1988 by Linda Maslow whose impetuous drive was recognizing the need for a single resource that could provide qualified

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

Maslow was later incorporated in Virginia in

1992 and changed its name to our current legal name, The Maslow Media Group, Inc.

Maslow’s initial business consisted of providing

“script to screen” services which consisted principally of providing production management and services to television, cable,

and multimedia outlets.

Over time, Maslow expanded its product offerings, adding workforce management solutions, such as Employer of

Record (“EOR”), recruiting and staffing services.

As Maslow grew, it expanded its geographic footprint by acquiring clients

outside of the Washington D.C.

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

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

Maslow was later incorporated in Virginia in 1992 and adopted

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

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

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

Over time, Maslow broadened

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

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

metro area and establishing

itself as a trusted partner nationwide.

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

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

[Vivos Holdings, LLC.

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

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

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

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

Vivos Holdings, LLC, Vivos Real Estate

Holdings, LLC, and Mr.

Doki are collectively referred to as “Vivos Debtors.”

Vivos Holdings, LLC, Vivos Real

Estate Holdings, LLC, and Mr.

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

Additionally,

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

to Reliability.

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

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

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With respect to the receivership, the Vivos Group owners

or holders of all of the shares of common stock of the Company were declared not be entitled to vote any of those shares at any annual

or special meeting of the shareholders of the Company during the period of the receivership.

or holders of all of the shares of common stock of the Company were declared not to be entitled to vote any of those shares at any annual

or special meetings of the shareholders of the Company during the period of the receivership.

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

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Reliability has collectible judgments which

the Receiver is now eligible to pursue.

the Receiver has been eligible to pursue.

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

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

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fees and interest.

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

of shareholders within a reasonable time thereafter.

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

shareholders within a reasonable time thereafter.

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

Stock” or “Common Stock”) outstanding.

of March 25, 2024, we had 19 team members (staff employees) at our Clarksburg, MD corporate and remote locations.

During the fiscal year

ended 2023, we assigned approximately 950 field talent workers of which 172 were deemed full-time equivalent (FTE) throughout the year.

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

During the fiscal

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

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

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of Record (“EOR”)

EOR product is a unique outsourced managed workforce solution.

The costs and compliance obligations relating to the employment of contingent

workers are borne by Maslow.

These workers are Maslow employees.

The client is responsible for maintaining its workplace, but all administrative

roles and responsibilities are handled by Maslow as the employer of record.

This arrangement provides our clients compliance and legal

protection as our expert staff takes responsibility for properly classifying and onboarding employees or independent contractors.

Misclassifying

an employee as an independent contractor can result in significant costs to the client.

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

Under this model, Maslow assumes the costs

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

While the client maintains

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

and compliance.

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

classified—whether as employees or independent contractors.

Proper classification is critical, as misclassifying an employee as

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

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

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Recruiting/Staffing

has been in the staffing business for over thirty years.

During that time, Maslow developed, and continues to develop, a large global

network of multimedia and video production workers for our media clients, camera crews, and other technical and creative talent.

uses this extensive network to rapidly respond to our clients’ needs for contingent staffing and direct hires.

staffing services, however, are no longer only focused on media roles.

We are also filling contingent and direct hire positions for

our clients in the IT, Accounting and Finance, and Administrative areas.

overall temporary staffing services consist of on-demand or short-term staffing assignments, contract staffing, and on-site management

administration.

Short-term staffing services assist employers in dealing with employee demands caused by such factors as seasonality,

fluctuations in demand for their products and services, vacations, illnesses, parental leave, and special projects.

This benefits organizations

from incurring the ongoing expense and administrative responsibilities associated with recruiting, hiring, and retaining these employees.

More companies are focused on effectively managing variable costs and reducing those which are fixed overhead.

The use of short-term

staffing services allows companies to utilize a contingent staffing approach for their personnel needs, thereby converting a portion

of their fixed personnel costs to a variable expense.

staffing services place workers with clients for assignments lasting from as little as one day to an indefinite period of time.

offer our clients several levels of staffing services:

freelance, contract, temp-to-hire, direct hire, or managed services.

services solution includes building or assuming an existing team and placing an onsite manager, or managers, to help manage the team,

including scheduling and logistics.

is common in the staffing industry, the majority of our engagements to provide temporary services to our client are generally of a non-exclusive,

short-term nature and subject to termination by our client with little or no notice.

2021, we began focusing on the placement of full-time equivalent employees on a contingency fee basis as a stand-alone practice.

Because the margins are significantly higher, this line of business boosts our overall margins and operating income as explained in

Results of Operations.

Direct Hire, which we originally titled “Permanent Placement,” margins are much higher than

temporary staffing and EOR in that we do not bear employee or 1099 costs for the direct hire placement.

The only cost of revenue

which is allocated is the relational use of our recruiting software subscriptions.

Video/Multimedia

continues to be a provider of multimedia and video production solutions for corporate, government, and broadcast clients.

use our large, pre-vetted network of worldwide freelancers with high-level technical and creative skills to respond quickly to our clients’

Our network includes directors of photography, audio engineers, make-up artists, field producers, gaffers and grips, talent, teleprompter

operators, and drone operators.

Maslow provides video production services to our clients for the purpose of branding videos, documentaries,

Public Service Announcements, training modules, live events, webcasts, animation, projects, and more.

Our freelance video production

teams and clients collaborate with our in-house, full-time Video Production Managers who bring years of experience to every project,

and work side-by-side with the team to create the vision and story for the project.

In addition to human assets, Maslow sources the

latest technical broadcast equipment for television, the internet, and social media.

provides, among others, the following production services:

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

and video production professionals.

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

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

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

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

offers a wide range of temporary staffing solutions, including:

or Short-Term Staffing :

Assisting with seasonal needs, demand fluctuations, vacations, illnesses, parental leave, and special

Providing longer-term workforce solutions for ongoing projects or initiatives.

Management Administration :

Offering managed services, including the deployment of on-site managers to oversee teams, scheduling,

and logistics.

leveraging contingent staffing, our clients can convert fixed personnel costs into variable expenses, effectively managing workforce-related

expenses without the long-term commitment of recruiting, hiring, and retaining employees.

Staffing Options

staffing services cover a variety of placements, ranging from one-day assignments to indefinite engagements.

We provide flexible solutions,

Managed Services solution includes building or taking over existing teams, with on-site managers ensuring seamless operations and oversight.

is common in the staffing industry, most of our temporary staffing engagements are non-exclusive, short-term in nature, and can be terminated

by our clients with little to no notice.

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

This high-margin

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

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

allocated share of recruiting software subscription costs.

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

continues to strengthen our profitability.

and Multimedia Production

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

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

Our network includes:

of photography

and teleprompter operators

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

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

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

who bring extensive experience to each project.

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

execution from concept to final delivery.

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

media platforms.

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

clients need on-demand specialists or full-scale IT teams, we provide customized workforce solutions that adapt to evolving technology

Our network includes:

Software developers

Data managers

Network engineers

Mobile strategies

Systems administrators

Cloud architects

Cybersecurity specialists

IT project managers

Data analysts

AI, ML, & automation

Quality assurance specialists

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

and industry-specific experience.

And we collaborate closely with clients to ensure talent alignment, streamlined execution, and ongoing

technical support.

talent, Maslow facilitates access to cutting-edge IT infrastructure and technology solutions to support enterprise operations, return-to-office

transitions, and compliance requirements.

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

Our extensive talent

network ensures rapid deployment of experienced creatives across industries.

Our network includes:

Graphic designers

Art directors

UX/UI designers

Video editors

Motion graphics artists

Copywriters and content

Branding specialists

Website developers

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

concepts to life.

These leaders ensure strategic alignment, creative excellence, and seamless production across all project phases.

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

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

professionals.

Our pre-vetted marketing experts support companies in reaching their target audiences through data-driven strategies and

compelling content.

Our network includes specialists in:

Digital marketing

Product marketing

Content marketing

SEO and website analytics

Social media marketing

Marketing automation

Email marketing

Data science & analytics

E-commerce & shoppable

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

and data-driven execution.

These managers provide oversight across branding, messaging, and audience targeting to maximize impact.

addition to top-tier talent, Maslow provides access to leading marketing automation tools and analytics platforms to optimize digital

campaigns, audience engagement, and ROI measurement.

Comprehensive

Production Services

provides a wide range of production services, including:

Pre-Production :

conceptualization of final video deliverables;

consultation from scriptwriting to site scouting;

Conceptualization

of final video deliverables

Scriptwriting

and site scouting

development and management

and managing of logistics for field and studio teams;

level high-definition camera crews and field support worldwide including makeup artists, audio visual support, field producers, and

full equipment rental;

and logistics management for field and studio teams

High-definition

camera crews and field support worldwide, including audio-visual teams, makeup artists, field producers, and full equipment rental

Post-Production :

facilities and freelance support including non-linear editors, graphic artists, narrators and actors;

and graphic design development, including whiteboard animation;

transmission services from satellite to streaming;

of fully staffed client studios.

editing and graphic design

including whiteboard animation

and talent sourcing

Broadcast Services :

and streaming capabilities

staffed client studio operations

dedication to quality, flexibility, and technical excellence ensures each project meets or exceeds client expectations, no matter the

scope or complexity.

operates within the workforce management and production services industry.

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

These services offer clients the

ability to rapidly match their workforce to changes in business conditions and needs.

In some cases, clients can convert fixed labor

costs to variable costs.

The demand for a flexible workforce continues to grow with competitive and economic pressures on employers to

reduce costs, manage payroll compliance risks and respond to changing market conditions.

Business Wire’s “2024 State of Staffing Report,” the trends expected to have the greatest impact on staffing

businesses in 2024 include:

AI is transforming staffing, word of mouth drives business growth, and candidate and communication

preferences are shifting.

We believe the Gig Economy, and Emphasis on Diversity, Equity, and Inclusion (DEI) should be included

temporary staffing industry is large and highly fragmented with thousands of competing companies.

It was estimated that the size of the

temporary staffing industry was $201.7 billion in 2023, a decrease of 10% from 2022 after two years of post-COVID growth of

34% in 2021 and 20% in 2022.

Additionally, the US market is the largest globally with a 33% share.

In 2024, the SIA is projecting that

the US market will be worth $207.2 billion, which represents approximately a 7% growth.

to the US Bureau of Labor Statistics, the US staffing market is in a healthy state with over 4 million more jobs in August 2023 than

in February 2020, up 2.7% over that time period.

The revenue increase projected for just the temporary staffing in 2024 is

Precision Global Consulting, over half of US companies are planning to increase hiring in the first half of 2024, with two-thirds of

employers planning to increase their use of contract professionals.

US Hiring Trends to Watch in 2024 are:

pay transparency, as more governmental bodies mandate it, and more job seekers already demand it.

Thus, it is likely to be a

more common requirement as more US states adopt;

A Robert Half International survey cited company growth and employee turnover as the top reasons they need to add to

an upward trajectory of US workers continue to prefer temporary or temp-to-hire roles as they are viewed as an opportunity

to test-drive employers before making a commitment to permanent employment.

Others embrace gig work to obtain scheduling flexibility;

classification:

Employers who continue to engage 1099 independent contractors long term or in a manner that is more like a w2 relationship

and online staffing platforms that provide workers to firms as 1099 independent contractors are undergoing greater scrutiny by governmental

paradigm which has not changed is staffing companies compete both to recruit and retain a supply of field talent and to attract

and retain clients to use these workers.

Client demand for temporary staffing services is dependent on the overall strength of the labor

market and trends toward greater workforce flexibility.

The temporary staffing industry includes several markets focusing on business

needs that vary widely in duration of assignment and level of technical specialization.

still, the temporary staffing market is subject to volatility based on overall economic conditions.

Historically, in periods of economic

growth, the number of companies providing temporary staffing services has increased due to low barriers to entry.

During recessionary

periods, the number of companies has decreased through consolidation, bankruptcies based on loss of key clients or material reductions

of usage by existing clients, or other events.

The factors that have an impact on the direction of the economy are high interest rates,

continued supply chain problems, inflation, economic sanctions, and unemployment rates.

of the direction of the economy, federal and state laws continue to roll out various protections for employees that involve the compliance

of their employers.

The complexity of keeping up with this regulatory compliance landscape, particularly for smaller employers and companies

requiring workers in multiple states, has provided greater opportunity for EOR solutions.

Many states have made significant changes to

their employment laws.

For example, starting on January 1, 2024, Minnesota instituted a new Earned Sick and Safe Time law which will

require employers to provide paid sick leave to Minnesota employees, while California instituted increases to its paid sick leave law.

Meanwhile, Illinois enacted paid leave for essentially all employees.

Colorado expanded its paid sick leave requirements and updated

its laws to redefine the standard for sexual harassment, adding marital status as a protected employment category.

Our core offerings include employer of record

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

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

adjust their workforce in response to changing market conditions.

Temporary staffing allows clients to scale their labor needs efficiently,

converting fixed labor costs into variable expenses where necessary.

With increasing competitive and economic pressures, demand for a

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

market conditions.

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

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

Several key trends are shaping the industry:

Integration Across Staffing Functions:

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

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

of Outsourced Solutions:

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

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

revenue in the first half of 2024.

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

staffing firms, reducing direct management burdens.

Reliance on Third-Party Technology for Candidate Sourcing :

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

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

reducing usage.

AI Regulations:

As AI adoption accelerates, regulatory frameworks are evolving.

states are implementing consumer

privacy laws with AI-related restrictions.

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

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

In 2025, the industry is projected

to reach $217 billion, a 5% increase from 2024.

American Staffing Association (ASA) projects U.S.

GDP growth of 1.7% in Q1 2025.

Given the strong correlation between staffing industry

performance and GDP trends, this projection is significant.

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

jobs as of January 2025.

and Regulatory Factors

firms face dual challenges of talent acquisition and client retention.

Demand for temporary staffing is closely tied to overall labor

market strength and evolving workforce flexibility trends.

The industry remains highly sensitive to economic cycles—expanding during

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

factors influencing industry dynamics include:

interest rates

chain disruptions

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

New state laws on paid

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

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

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

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

against unlawful discrimination;

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

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

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

established in 2022.

The first due date is April 30, 2025.

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

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

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

employees working in the state.

Historically,

the largest portion of our business has come from three clients, Client A, Client C and Client D.

In 2021, those three clients accounted

for $11,970, or 45.6%, of 2021 revenue.

But over the past two years, that same level of reliance, revenue greater than $3,000 has come

from two clients, Client C and Client D, with $8,643 in revenue in 2023 accounting for 40.3% of the revenue.

In 2023, Client C became

the number one contributor to revenue with $5,395, which was a 6.8% improvement over 2022 when it produced $5,052.

terms of revenue contribution by clients representing 10% or more in revenue, Client C represented 25.1% of our 2023 revenue compared

with 19.6% in 2022.

Meanwhile, Client D pitched in 15.1% of our 2023 revenue compared with 12.9% in 2022.

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

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

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

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

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

other client exceeded 10% of revenues in 2024.

A, now number 4 in revenue, declined 42.9% to $1,755 as their use of outsourced media personnel decreased coupled with conversions of

long-term contract employees to direct hires.

a revenue concentration standpoint, our top five customers represented 64.3% of our revenue in 2023 compared to 66.0% in 2022.

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

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

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

Collectively,

Client D (42.2%), Client C (19.9%), and Client A (12.3%) represent 74.4% of accounts receivable as of December 31, 2023.

five clients had accounts receivable greater than 10% of the balance representing 88.3% of 2022 accounts receivable.

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

and 3) EOR expansion.

Staffing margins are healthy in the 19.3% range with $2,751 in revenue for the period ending December 31, 2023, compared to $3,176

in the same period 2022.

This represents 12.8% of MMG’s total revenue in 2023 compared to 12.3% in 2022.

IT and Corporate Staffing business segment was combined since our clients’ staffing needs extend beyond into job areas where

we are well equipped to recruit talent.

overall Staffing revenue in 2023 was $3,098 compared to $3,468 in 2022.

The objective in 2024 is to increase these levels at a steady

linear pace, with an emphasis on the immediate needs of our existing clients and prospects.

We have access to talent across the business

spectrum, and we need to market non-media roles to our many clients who have staffing needs in other functional areas of their business.

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

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

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

Staffing and 3) EOR expansion.

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

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

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

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

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

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

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

segment in 2025.

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

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

We are equipped to recruit for these four categories plus

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

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

and prospects.

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

staffing needs in other functional areas of their business.

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

which is conducive to an EOR solution.

We believe, however, there is an opportunity to leverage this expertise into other industries.

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

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

and competition from other providers of EOR services.

Department of Labor (DOL) is modifying Wage and Hour Division regulations to replace its analysis for determining employee or independent

contractor classification under the Fair Labor Standards Act (FLSA).

This final ruling will address how to determine whether a worker

is properly classified as an employee or independent contractor under the FSLA.

In 2022, the DOL proposed a new, yet-to-be-enacted rule

on how to determine who is an employee or independent contractor under the FLSA.

This new DOL rule will replace the 2021 rule with a

multifactor approach intended to reduce the misclassification of employees as independent contractors and provide greater clarity to

employers who engage (or wish to engage) with individuals who are in business for themselves.

The final ruling is likely to be announced

rule change and a more aggressive enforcement thereof could and should create greater incentive for companies to virtually eliminate

their risk of noncompliance by outsourcing their 1099 contractors to an EOR company who hires the 1099s, places them on its payroll,

and then leases their services to those companies.

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

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

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

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

other industries.

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

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

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

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

model, particularly for organizations that prioritize compliance.

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

litigation in New Jersey and Illinois could influence other states.

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

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

January 10, 2024, the U.S.

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

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

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

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

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

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

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

their services to those companies.

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

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

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

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

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

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

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

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

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when we merged with Reliability in October 2019.

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

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

These businesses

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

Meanwhile, we continue to foster organic growth through

new sales to new and existing customers.

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

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

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

Meanwhile, we continue to foster organic growth

through new sales to new and existing customers.

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

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

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

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

We will continue to embrace this trend and look to

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

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

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

We will continue to embrace this trend and look

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

Additionally,

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

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

This new partnership was implemented to help improve both our employee

and client experiences, while creating operational efficiencies and improved reporting.

staffing services market is highly fractured and competitive with limited barriers to entry.

We compete in national, regional, and local

markets with full-service and specialized temporary staffing companies.

Some of our competitors have significantly more marketing and

financial resources than we do.

The elevated level of competition in the industry continues to put downward pressure on pricing for services

being offered.

We expect that the level of competition will remain high.

principal competitive factors in attracting qualified candidates for temporary assignments are pay rates, availability of assignments,

duration of assignments, and responsiveness to requests for placement.

Client retention is highly predicated on being able to source quality

candidates that meet their specific requirements in a timely manner.

Although we believe we compete favorably with respect to these factors,

we expect competition to continue to increase, which may cause margin compression.

recognizing the need to continue implementation and awareness in human cloud services as referenced, we believe our competitive advantage

is underpinned by human relationships and interactions, and that online staffing will never fully replace relationships built on personal

This plays into MMG’s strength as our underlying client business relies on these personal relationships such to be successful,

leading us to continue to hire career professionals who are able to parlay the emotional intelligence needed with ever evolving modern

We see this hybrid of technology and client centricity to be our competitive advantage.

staffing industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings.

Staffing clients

tend to use temporary staffing to supplement their existing workforces and generally hire direct workers when long-term demand is expected

Consequently, our revenues tend to increase quickly when the economy begins to grow and, conversely, our revenues may decrease

quickly when the economy begins to weaken.

Other factors include the timing of recurring annual client events or sporting seasons which

last a defined period of time throughout the year.

In the past four years, including 2023, the fourth quarter has been our busiest with

29% of our annual revenue being the average.

This is because of the fall schedule and year-end projects planned by several large clients.

However, in the last two years, our December revenue has been uncharacteristically low as many of our clients are shutting down their

media operations during and around the holidays.

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

This new partnership was implemented to help improve

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

LANDSCAPE AND DIFFERENTIATION

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

We compete at national,

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

Many of our competitors possess significantly greater

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

The competitive nature

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

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

assignment duration, and responsiveness to placement requests.

Additionally, client retention depends on our ability to consistently

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

While we believe we compete effectively in

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

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

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

MMG’s core strength

lies in blending human connection with modern technological advancements.

Our ability to integrate emotional intelligence with data-driven

staffing solutions positions us uniquely in the marketplace.

By continuing to invest in experienced career professionals who understand

the nuances of the EOR model and our client needs;

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

efficiency without sacrificing the personalized service that defines our brand.

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

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

CYCLICALITY AND REVENUE TRENDS

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

During periods of economic

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

when long-term demand is anticipated.

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

scale back operations and reduce workforce expenses.

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

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

Over the past four

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

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

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

the holiday period.

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

seasonal revenue fluctuations and maintain steady growth throughout the year.

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

resilience and sustained success in an increasingly dynamic staffing landscape.

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

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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 1. Business