What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-03-31 compared with 2024-04-01 · 303 added, 282 removed, 383 unchanged (60% of the section changed)

3 unchanged sentences

statements and related notes.

Our business, financial condition, and our results of operations could be harmed by any of the following

If any of the events or circumstances described below were to occur, our business, the financial condition and the results of

operations could be materially adversely affected.

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

could lose part or all of their investment.

Our business, financial condition, and results of operations could be harmed by any of the following risks.

If any of the events or circumstances described below were to occur, our business, financial condition, and results of operations could

be materially adversely affected.

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

or all of their investment.

The risks below are not the only risks we face.

Additional risks not currently known to us

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

Additional risks not currently known to us or that we currently

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

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

investment in our Common Stock should be considered high risk .

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

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

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

demand for staffing services has been and will be significantly affected by general economic conditions.

The trend of companies allowing

remote workers has negatively impacted the media staffing business because some companies have elected not to bring back the worker count

it had pre-pandemic.

Also, pandemic related vaccine mandates maintained by some clients have on occasion had an adverse impact on our

business when associates have elected not to comply.

In some cases, we are able to backfill the post and in some we may not have the

When we are able to backfill, there are still gaps in the period of revenue generation until a selection is made and a start

date is determined.

The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning new strains of the virus, the severity of the coronavirus,

rollout of vaccines, and federal, state and local government and client actions to contain the coronavirus or treat its impact, among

Our executive management team continues to track COVID-19 news and developments, including the deployment of vaccines.

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

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

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

of Economic Conditions and Public Health Factors

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

One notable shift in the industry has been the widespread

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

Some companies have chosen not to restore their pre-pandemic

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

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

Employee turnover

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

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

The impact on

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

and evolving client policies aimed at mitigating health risks.

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

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

RELATED TO OUR COMPANY

1 unchanged sentence

Approximately

84.4% of Common Stock is owned by two groups of related parties (“Vivos Group”), set forth below, however their ownership

has been the subject of an arbitration.

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

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

arbitration awards (see Item 3).

Directly Owned

3 unchanged sentences

Party Indebtedness;

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

(the “Related Party Debt”) that reached an aggregate outstanding balance (including principal and interest) as of December

31, 2019 of approximately $4,169.

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

(the “Related Party Debt”).

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

was approximately $4,169.

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

1 unchanged sentence

prevailed in arbitration against the Vivos Group.

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

January 29, 2024, the three arbitration awards entered as judgments in Reliability’s case against the Vivos Group became final

giving Reliability collectible judgments which the appointed Receiver is now eligible to pursue.

the Company is optimistic that it will recover the amounts of the award, failure to recover the Related Party Debt could have a material

adverse effect on the Company.

addition, prior to the Merger, some of the Vivos Group incurred obligations at a number of other businesses they owned and caused Maslow

to become obligated thereon as co-obligor or guarantor and pledged assets of Maslow to secure certain of these obligations.

Maslow paid approximately $450 in satisfaction of obligations incurred before the Merger.

September 2022, MMG learned that a Vivos IT, LLC lawsuit against Second Wind Consultants (“SWC”) in May 2019 included MMG

as a plaintiff.

The lawsuit brought claims of fraud in the inducement, unjust enrichment, and other monetary claims against SWC.

parties suing SWC included Vivos IT, LLC, Maslow Media Group, Inc., Suresh Venkat Doki, Naveen Doki, and Silvija Valleru.

related to a debt restructuring services agreement secured by Suresh Doki, Naveen Doki, and Silvija Valleru to assist the following then-owned Vivos entities:

Maslow Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals,

Inc., and US IT Solutions, Inc.

SWC countersued all plaintiffs on September 30, 2019, seeking to collect the balance of $403 not paid

by the Vivos Group.

This was not disclosed to Maslow management or to Reliability before the Merger, which closed on October 29, 2019.

retained counsel filed a motion to include all original parties to the SWC agreement, and in March 2024, SWC petitioned the court for

a summary judgment to which MMG filed opposition.

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

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

to pursue collection efforts.

Additionally,

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

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

In 2021, Maslow paid approximately $450 to satisfy obligations

incurred before the Merger.

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

included MMG as a plaintiff.

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

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

The case related to a debt restructuring

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

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

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

This litigation

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

On December 18, 2024,

MMG and other original parties settled with Second Wind Consultants.

MMG’s portion was $10.

It is highly likely that the initial portion

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

liquidity and working capital.

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

Notes Receivable obligation was $5,847.

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

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

With awarded legal fees

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

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

3 unchanged sentences

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

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

approximate additional $170.

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

16 unchanged sentences

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

retain some top talent.

The level of uncertainty since the legal dispute began in late 2019 until the arbitration award issued in August

2022 provided reason for concern for existing and prospective staff in remaining or joining the Company.

The ability to attract and retain

qualified employees could be impaired by improvement in economic conditions resulting in lower unemployment, increases in compensation,

or increased competition.

During periods of economic growth, the Company faces increasing competition from other staffing companies for

retaining and recruiting qualified temporary and permanent employees, which in turn leads to greater advertising and recruiting costs

and increased salary expenses.

These problems can be exacerbated by the fact that the Company often must attract and retain employees

with skills specific to the video production industry, which narrows the pool of available, qualified employees that the Company may

If the Company cannot attract and retain qualified temporary and permanent employees, the quality of its services may deteriorate

and the financial condition, business, and results of operations may be materially adversely affected.

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

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

During periods of economic growth, the Company

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

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

These problems can be exacerbated by the

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

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

If the Company cannot attract and retain qualified temporary and

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

be materially adversely affected.

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

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

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

Many companies have invested substantial personnel,

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

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

Many companies have invested in substantial personnel,

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

3 unchanged sentences

or other considerations that may not always be evident.

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

to convert placed resources to their payroll.

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

placed resources to their payroll.

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

Additional concerns or

considerations may also emerge in the future.

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

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

Company and solution are less well-known.

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

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

Additional concerns or considerations

may also emerge in the future.

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

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

and solution are less well-known.

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

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

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

2 unchanged sentences

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

Demand for the services we provide is highly correlated to changes

in the level of economic activity and employment.

Demand for the services we provide is highly correlated to

changes in the level of economic activity and employment.

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

12 unchanged sentences

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

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

Thus, revenues for

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

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

State unemployment tax rates are

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

on covered payroll.

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

resulting in higher state unemployment tax rates.

This would result in higher direct costs to us.

In addition, many states

unemployment funds were depleted during the recent economic downturn and many states have borrowed from the federal government under

the Title XII loan program.

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

employer’s federal unemployment tax payments are current and the applicable participating state is also current with its Title

XII loan program.

If a state fails to repay such loans within a specific time period, employers in such states may lose a portion of

their tax credit.

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

financial condition, business, and results of operations .

business often entails employing individuals and placing such individuals in our clients’ workplaces.

The Company’s ability

to control the workplace environment of clients is limited.

As the employer of record of these employees, the Company incurs a risk of

liability to its employees and clients for various workplace events, including:

State unemployment tax rates are established

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

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

state unemployment tax rates.

This would result in higher direct costs for us.

In addition, many states’ unemployment funds were

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

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

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

If a state fails to

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

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

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

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

However, the Company has

limited control over the work environments at client locations.

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

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

of misconduct or negligence on the part of employees;

20 unchanged sentences

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

Although the Company carries insurance, unexpected changes in claim trends, including the severity and frequency of claims,

actuarial estimates, and medical cost inflation could result in costs that are significantly different than initially reported.

claims-related liabilities increase due to unforeseen circumstances, or if new laws, rules, or regulations are passed, costs could increase

significantly.

There can be no assurance that the Company will be able to increase the fees charged to clients in a timely manner and

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

currently depend on two to four customers for a material portion of our net revenue.

The loss of or a substantial reduction in business

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

reliance in 2023 was concentrated on two clients compared to 2022 when it was four clients delivering 10% or more the revenue.

The top two revenue producing clients in 2023, Clients C (25.1%) and D (15.1%), produced 40.3% of the revenue whereas in 2022, Clients

C (19.6%), D (12.9%), A (12.0%), and B (14.4%) brought in 58.8% of the revenue.

comparing the top four irrespective of a 10% threshold, the four clients produced 57.7% in 2023 compared with the aforementioned 2022 total

terms of accounts receivable balances on December 31, 2023, Client D had 42.2% compared to 21.7% for the same period 2022.

had 19.9% and Client A had 12.3%, respectively in 2023, compared to Client C’s 18.5% and Client A’s 13.7% of accounts

receivable on December 31, 2022.

Client B had the largest share of accounts receivable on December 31, 2022 with 33.7%.

December 31, 2023, Client B had only a 3.6% share of the accounts receivable.

Client B’s drop was because

Client B was eligible for an early payment discount which was taken.

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

and our operating results.

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

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

In October 2024, our premiums rose 27.9%.

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

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

than initially reported.

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

are passed, costs could increase significantly.

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

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

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

The loss of or a substantial reduction in business of one

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

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

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

top client alone representing 26.9%.

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

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

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

operating results.

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

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

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

1 unchanged sentence

It is possible that security

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

personally identifiable or otherwise confidential information.

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

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

denial of service attacks, consensus-based attacks.

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

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

data and confidential information, resulting in increased costs or loss of revenue.

Further, data privacy is subject to frequently changing

rules and regulations, which sometimes conflict among the various jurisdictions in which the Company provides services.

The failure to

adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability

or impairment to the reputation of the Company in the marketplace.

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

identifiable or otherwise confidential information.

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

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

service attacks, consensus-based attacks.

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

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

information, resulting in increased costs or loss of revenue.

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

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

The failure to adhere to or successfully

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

reputation of the Company in the marketplace.

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

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

This outsourcing solution would focus predominantly on shared service activities which traditionally consist of

back-office functions, such as “hire to retire,” “procure to pay,” and “order to cash” processes.

Although a goal of outsourcing our operations is to reduce the operational costs of our business, it is possible that we will not

realize any benefit from outsourcing such aspects of our business or even increase our overhead expenses.

A transition may create

the risk of errors and omissions or technical disruptions that could negatively impact our clients, and in turn, damage our

reputation resulting in a loss of customers.

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

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

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

Although the goal of outsourcing

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

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

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

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

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

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

plan and to attract and retain highly skilled management, operational, and executive personnel.

Thus, the Company is highly dependent

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

Additionally, the employer of record business is a specialty service which requires a full understanding of the service and its

merits to be able to educate clients and potential clients to win business and operate optimally.

The loss of any officer’s

services with this knowledge could stifle the Company’s growth for four to nine months, and could impede, particularly initially, the

Company’s EOR business with existing clients, record and reputation with new clients, ability to develop and execute on

its objectives, and as such, negatively impact the Company’s possible overall development.

mitigate this risk, on September 1, 2021, Reliability entered into new employment agreements with President/CEO, Nick Tsahalis, and CFO,

Mark Speck, respectively.

The board of directors acted in accordance with the advice of its compensation committee to grant new employment

agreements to Mr.

Tsahalis, who has served as wholly owned subsidiary Maslow Media Group’s CEO since November of 2016, and

Speck, who has served MMG as CFO since April of 2019.

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

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

Thus, the Company is highly dependent on its officers to

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

Additionally, the employer of

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

and potential clients to win business and operate optimally.

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

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

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

Company’s possible overall development.

regulation could negatively impact the business .

8 unchanged sentences

Failure to comply with the

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

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

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

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

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

13 unchanged sentences

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

Although we specialize in EOR and providing staffing

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

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

We expect that the level of

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

Although we specialize in EOR and provide staffing services

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

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

We expect that the level of competition will

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

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

1 unchanged sentence

in innovative technologies;

more competitive in cash and price paid for acquisitions;

more competitive in cash paid for acquisitions;

greater resources to sales and marketing;

16 unchanged sentences

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

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

Harm to our reputation can arise

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

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

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

Harm to our reputation can arise from

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

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

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

2 unchanged sentences

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

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

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

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

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

In 2021, the Company earned a record $7,893 in net income, but $9,631 was achieved as Other Income based on eligibility for government

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

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

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

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

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

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

In 2021, the Company

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

Maslow Media,

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

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

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

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

75 unchanged sentences

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

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

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

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

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

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

Thus, at this

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

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

2 unchanged sentences

states and territories and in numerous countries around the world.

To do so, we often send workers to locations

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

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

To do so, we often send workers to locations that

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

These factors

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

Such factors include:

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

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

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

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

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

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

disruptions or incidents and their impact on travel;

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

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

or statements by U.S.

1 unchanged sentence

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

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

our business, financial condition, and results of operations.

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

business, financial condition, and results of operations.

downturn of the U.S.

16 unchanged sentences

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

In early 2022, this was the case when

Client A moved eight heads from our payroll to theirs and Client B’s loss of major sports program, which we staffed, to a competitor had approximately $1,800 impact to our revenues in 2023.

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

awarded to another party.

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

Company does not meet.

In early 2022, this was the case

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

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

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

was awarded to another party.

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

our Company does not meet.

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

A reduction in such needs

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

that would be difficult to quickly replace.

A reduction in such

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

of time that would be difficult to quickly replace.

to retain or attract new clients.

10 unchanged sentences

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

Workforce clients C,

D, F, and A made up approximately 57.7% of our revenues in 2023.

Whereas, in 2022, Workforce Clients C, D, B, and A, made up approximately

58.8% of our 2022 revenues.

of December 31, 2023, Clients D, C, and A account for approximately 74.4% of our accounts receivable compared to the 2022 group of four

(Clients C, D, B, and A) which comprised 87.6% of our receivables as of December 31, 2022.

Our top four workforce

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

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

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

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

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

3 unchanged sentences

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

The market price

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

factors listed below:

The market price of Common

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

or anticipated fluctuations in our results of operations;

25 unchanged sentences

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

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

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

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

months for common stock.

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

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

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

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

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

common stock.

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

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

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

30 unchanged sentences

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

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

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

to certain exceptions.

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

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

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

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

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

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

18 unchanged sentences

Under interpretations of these rules, FINRA

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

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

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

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

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

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

do not intend to pay dividends for the foreseeable future .

3 unchanged sentences

RELATED TO OUR PREVIOUS STATUS AS A SHELL COMPANY

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

provided for.

For example, in October 2022, we learned about a Vivos IT, LLC lawsuit against Second Wind Consultants (‘SWC”)

in May 2019 which included MMG as a plaintiff.

SWC is seeking to collect the balance of $403 not paid by the Vivos Group.

the Company paid $475 plus $3 in attorney fees to settle a debt owed by the Vivos Group to Libertas Funding, LLC (“Libertas”).

This settlement relieved MMG from obligation to Libertas given the Vivos Group had included MMG as a signing company to its debt in July

In March 2022, Vivos Real Estate defaulted on its mortgage loan with FVCBank for which Maslow was listed as a guarantor.

2023, this matter was resolved with the sale of the property, leaving Maslow with no liability.

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

adequately provided for.

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

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

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

by the Vivos Group.

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

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

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

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

This settlement relieved

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

In March 2022,

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

In June 2024, this matter

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

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

Upon completion of the Merger, we acquired all of

the operations of The Maslow Media Group, Inc.

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

1971 to 2007 in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated

This business was closed in 2007.

We cannot assure you that there are no material claims outstanding, or other

circumstances of which we are not aware, that would give rise to a material liability relating to those prior operations, even

though we do not record any provisions in our financial statements related to any such potential liability.

If we are subject to

past claims or material obligations relating to our operations prior to the consummation of the Merger, such claims could materially

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

Upon completion of the Merger, we acquired all of the

operations of The Maslow Media Group, Inc.

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

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

business was closed in 2007.

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

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

in our financial statements related to any such potential liability.

If we are subject to past claims or material obligations relating

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

and results of operations.

RELATED TO THE MERGER AND OWNERSHIP OF COMMON STOCK

5 unchanged sentences

consolidated financial statements.

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

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

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

public company experience and expertise, added requisite technical resources, as well as refined our quarterly and annual financial

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

However, even with perceived

success in doing so, there can be no assurance that our finance and accounting organization will be able to adequately meet the

increased demands that result from being a public company.

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

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

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

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

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

However, even with perceived success in doing so,

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

from being a public company.

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

21 unchanged sentences

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

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

listing standards of a national securities exchange.

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

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

any such listing.

Our Common Stock is currently quoted on the pink sheets OTC of the OTC Marketplace under the symbol of

“RLBY,” and, unless and until our Common Stock is listed on a national securities exchange, we expect that it will

continue to be eligible and quoted on the “pink sheets,” to which time we are eligible to apply to the OTCQB or OTCQX.

In order to qualify for the OTCQB for instance, we would need our float to be a minimum of 10% of outstanding shares to even apply

for an exception.

Currently, our float is 10.4% of our outstanding shares.

In those venues, however, an investor may find it difficult to

obtain accurate quotations as to the market value of our Common Stock.

In addition, if we continue to fail to meet the criteria set

forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other

than established customers and accredited investors.

Consequently, such regulations normally deter broker-dealers from recommending

or selling common stock, which may further affect its liquidity.

This would also make it more difficult for us to raise additional

cannot predict whether there will be an active trading market for our Common Stock and the market price of our Common Stock may remain

our low float of approximately 30,129,085 shares and the absence of an active trading market, shareholders may have difficulty

buying and selling our Common Stock at all or at the price you consider reasonable.

Market visibility for shares of our Common Stock

may be limited, which may have a depressive effect on the market price for shares of our Common Stock and on our ability to raise capital

or make acquisitions by issuing our Common Stock.

compliance with regulations concerning corporate governance and public disclosure has resulted and may in the future result in additional

disclosure, governance and compliance laws, regulations and standards relating to corporate governance and public disclosure, including

the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

New or changing

laws, regulations, and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result,

their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result

in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance

As a result, our efforts to comply with evolving laws, regulations, and standards of a public company are likely to continue

to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities

to compliance activities.

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

standards of a national securities exchange.

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

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

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

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

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

In order to qualify for the OTCQB for instance,

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

Currently, our float is 10.4% of

our outstanding shares.

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

of our Common Stock.

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

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

Consequently,

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

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

We cannot predict whether there will be an active trading market

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

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

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

you consider reasonable.

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

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

Our compliance with regulations concerning corporate

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

Evolving disclosure, governance and compliance laws,

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

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

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

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

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

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

As a result, our efforts to comply with evolving

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

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

UNRESOLVED STAFF COMMENTS

Company does not have any active office leases at this time and has been operating the Company in a remote environment since April of

Not applicable.

The Company does not have any active office leases

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

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

What changed 10-K

Item 1A. Risk Factors