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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 201 added, 228 removed, 236 unchanged (65% of the section changed)

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INCORPORATED AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

in thousands, except per share data)

September 30,

CURRENT ASSETS

Cash and cash equivalents

Trade receivables, net of credit losses

Trade receivables, net of allowance for credit losses

Other receivables

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Property, plant and equipment, net

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

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Deferred revenue

Note payable, current

Total current liabilities

LONG-TERM LIABILITIES

Note payable, net of current

Total long-term liabilities

Total liabilities

Commitment and contingencies (Note 6)

SHAREHOLDERS’ EQUITY

Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of September 30, 2024 and as of December 31, 2023

STOCKHOLDERS’ EQUITY

Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of March 31, 2025 and December 31, 2024

Additional paid-in capital

Retained earnings

Total shareholders’ equity

Total liabilities and shareholders’ equity

accompanying notes are an integral part of these statements.

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these financial statements.

INCORPORATED AND SUBSIDIARY

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in thousands, except per share data)

For the Three Months Ended September 30,

Revenue earned

Service revenue

Cost of revenue

Selling, general, and administrative expenses

Operating loss

Other income (expense)

Interest income from related parties

Interest income

Interest expense

Other expense

Income (loss) before income tax expense

Income tax expense

Consolidated net loss

Net income per share:

Share used in per share computation:

accompanying notes are an integral part of these statements.

RELIABILITY INCORPORATED AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

in thousands, except per share data)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Revenue earned

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Other income (expense)

Loss before income tax (expense) benefit

Income tax (expense) benefit

Consolidated net loss

before income tax (expense) benefit

tax (expense) benefit

Net loss per share:

Shares used in per share computation:

Share used in per share computation:

accompanying notes are an integral part of these statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

the Nine Months Ended September 30, 2024 and 2023

the three Months Ended March 31, 2025 and 2024

in thousands, except per share data)

Balance, December 31, 2023

Balance, September 30, 2023

Balance, March 31, 2024

Balance, December 31, 2024

Balance, September 30, 2024

Balance, March 31, 2025

accompanying notes are an integral part of these statements.

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in thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash flows from operating activities:

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Purchase of fixed assets

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Net borrowing/(repayment) of line-of-credit

Proceeds from the factoring facility

Repayments to the factoring facility

Repayment of note payable

Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

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in thousands)

Supplemental disclosures of cash flow information:

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Supplemental disclosures of cash flow information:

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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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of their shares of the Company common stock to the Company equal in value to $ 1,000 .

May 17, 2023, award also appointed a rehabilitative receiver (the “Receiver”) whose primary function is to collect the contract

and fraud damages, including costs, expenses, and fees provided in the awards.

With respect to the receivership, the Vivos Group owners

or holders of all 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.

October 10, 2023, the Arbitrator issued a Supplemental Award appointing the Receiver to assist the Company in collecting the awarded

In the award, the Arbitrator established the powers of the Receiver.

INCORPORATED AND SUBSIDIARY

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in thousands, except per share data)

The May 17, 2023 award also appointed a rehabilitative receiver (the “Receiver”) whose primary function is to collect the

contract and fraud damages, including costs, expenses, and fees provided in the awards.

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 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.

Maryland law, the enrolling of judgements enables MMG to apply 10 % interest to the Vivos Debtor balance beginning December 29, 2023.

MMG began applying the additional interest in the second quarter 2024.

the Receiver has been eligible to pursue.

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

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 September 30, 2024, the Vivos Debtor balance was $ 5,827 .

of March 31, 2025, the Vivos Debtor balance was $ 5,973 .

The Award value in totality currently aggregates $ 8,333 , independent of legal

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of presentation

unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions, including

its 100 % owned subsidiary, MMG.

unaudited condensed consolidated financial statements include the accounts of the Company and all wholly owned divisions, including its

100 % owned subsidiary, MMG.

All significant intercompany accounts and transactions have been eliminated in consolidation.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto

contained in our Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for

a fair statement of financial position and the results of operations for the periods presented, have been reflected herein.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States and the rules of the SEC and should be read in conjunction with the audited financial statements and notes

thereto contained in our Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary

for a fair statement of financial position and the results of operations for the periods presented, have been reflected herein.

of operations for the periods presented herein are not necessarily indicative of the results expected for the full year.

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of Credit Risk

the nine months ended September 30, 2024, 26.2 % of revenue came from one customer, 21.2 % from a second customer, and 15.9 % from a third.

Combined, this totals 63.3 % of revenue.

In 2023, these same three companies accounted for 24.6 %, 13.8 %, and 8.6 %, respectively, which combined

totals 47.0 %.

No other client exceeded 10% of revenues for the three months ending September 30, 2024 and 2023.

MANAGEMENT’S PLAN

the Company experienced net losses after taxes for the nine months ended September 30, 2024, and, in the years, ended December 31, 2023

and 2022 of $ 334 , $ 740 , and $ 739 , respectively, management believes it has the ability to continue as a going concern and meet its financial

obligation as they become due in 2024 and beyond.

The factors impacting this view include, but are not limited to, the following:

flow forecast showing sufficient cash and working capital 52 weeks from November 6, 2024;

expected reductions in continuing legal fees in 2024 given the Company has collectible judgments that the Receiver is now pursuing;

expectation that the notes receivable from related parties will be remunerated in cash and/or stock, and that stock will provide capital

market access over the long term;

progress in sales, new agreements that will begin fulfillment in early 2025, our current pipeline, and current larger clients who

indicated increases in media activity for 2024, which in the first nine months of 2024, were realized;

Company has additional availability to use its factoring line to extend borrowing of up to 93 % of unfactored invoices which, as of

November 14, 2024, was $ 2,617 .

a result of the foregoing, the Company believes that it has sufficient cash to meet its financial obligations for the next 12 months

and beyond as they become due.

the three months ended March 31, 2025, $ 1,533

of revenue came from one customer, and $ 1,166

from a second customer.

Combined, this totals $ 2,699

In 2024, three companies accounted for $ 1,621

or 30.6 %, $ 820

respectively, which combined, totals $ 3,113

No other client exceeded 10% of revenues for the three months ending March 31, 2025 and 2024.

of March 31, 2025, the Company had accounts receivable of $ 2,864 , of which $ 1,489 ( 52 %) was attributable to its second-largest

client, $ 459 ( 16 %) to its largest client, and $ 334 ( 11.7 %) to its third-largest revenue-producing client for the quarter.

these three clients accounted for approximately $ 2,283 , or 79.7 % of total accounts receivable.

comparison, as of December 31, 2024, the same three clients—listed in the same order—represented $ 1,862 ( 44.2 %), $ 1,102

( 23.5 %), and $ 611 ( 13.0 %) of accounts receivable, respectively, collectively comprising 80.7 % of the total A/R balance.

INCORPORATED AND SUBSIDIARY

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in thousands, except per share data)

MANAGEMENT’S PLAN

the Company incurred net losses after taxes of $ 333 , $ 594 , and $ 740 for the three months ended March 31, 2025 and the years

ended December 31, 2024 and 2023, respectively, management believes the Company will continue as a going concern and meet its financial

obligations as they become due in 2025 and beyond.

This assessment is based on the following key factors:

Flow Forecast :

Management has prepared a 52-week cash flow forecast from May 15, 2025,

which projects sufficient cash and working capital to fund operations.

in Legal Fees :

Legal expenses are expected to decline in 2025, as the Company holds collectible

judgments currently being pursued by a court-appointed receiver.

of Notes Receivable :

Management anticipates that notes receivable from related parties

will be settled through a combination of cash and stock, providing additional liquidity and

potential access to capital markets.

Financing Arrangement :

A financing arrangement through JPMorgan for the Company’s

second-largest client is expected to reduce the cash conversion cycle by approximately 90

This client generated $ 5.5 million in revenue in 2024, representing about 20 % of total

Availability :

As of May 3, 2025, the Company had access to additional borrowing under

its factoring facility of up to 93 % of unfactored invoices, totaling approximately $ 1.5 million

in available liquidity.

Flexibility :

If necessary, the Company can align costs more closely with revenues by

reducing personnel and software expenditures.

on these factors, management believes the Company has adequate resources to meet its obligations as they come due for at least the next

12 months and that the use of the going concern basis of accounting remains appropriate.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures.

This ASU enhances the disclosures related to segment reporting for public

It requires entities to disclose significant segment expenses for each reportable segment, providing greater transparency in

segment performance.

The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years

beginning after December 15, 2024.

Pronouncements

November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ASU No.

2024-03 , Income Statement

- Reporting Comprehensive Income - Expense Recognition Disclosures .

This ASU will require entities to provide enhanced disclosures

related to certain expense categories included in income statement captions.

The ASU aims to increase transparency and provide investors

with more detailed information about the nature of expenses reported on the face of the income statement.

The new standard does not change

the requirements for the presentation of expenses in the face of the income statement.

Under this ASU, entities are required to disaggregate,

in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity

method investments — if they include any of the following expense categories:

purchases of inventory, employee compensation, depreciation,

intangible asset amortization, and depreciation or depletion.

For any remaining items within each relevant expense caption, entities

must provide a qualitative description of the nature of those expenses.

The new ASU is effective for annual reporting periods beginning

after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating how this ASU will impact its consolidated

financial statements and disclosures.

The Company is

currently evaluating the impact of the adoption of this standard on the related disclosures.

December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid.

ASU 2023-09 largely follows the proposed

ASU issued earlier in 2023 with several important modifications and clarifications discussed below.

ASU 2023-09 is effective for public

business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all other business

entities one year later.

Entities should adopt this guidance on a prospective basis, though retrospective application is permitted.

Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures.

ASU 2023-09 largely follows the

proposed ASU issued earlier in 2023 with several important modifications and clarifications discussed below.

ASU 2023-09 is effective

for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all

other business entities one year later.

Entities should adopt this guidance on a prospective basis, though retrospective application

is permitted.

The Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures.

Company does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material

effect on its present or future consolidated financial statements.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

ACCOUNTS RECEIVABLE

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OF ACCOUNTS RECEIVABLE

September 30,

Accounts receivable, unfactored

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Total Accounts Receivable

Facility & Insurance Financing

Company is in a factoring and security agreement with Gulf Coast Bank and Trust (“Gulf”), which enables the Company to receive

advances on its accounts receivable (i.e.

invoices) through Gulf to fund growth and operations.

The proceeds of this agreement are most

frequently used to pay operating costs of the business, which include employee salaries, vendor payments, and overhead expenses.

arrangement calls for interest at prime plus 2 %, and includes an advance rate of 15 basis points.

The amount of an invoice eligible for

sale to Gulf is 93%.

This agreement is month-to-month.

The Company continues to be obligated to meet certain financial covenants in respect

to invoicing and reserve account balance.

receivables were sold with full recourse.

Proceeds from the sale of receivables were $ 4,996 for the nine-month period ended September

30, 2024, compared to $ 3,297 for the same period ended on September 30, 2023.

The total outstanding balance

under the recourse contract was $ 741 on September 30, 2024, compared to $ 0 as of September 30, 2023, and $ 174 on December 31, 2023.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

Company is party to a factoring and security agreement with Gulf Coast Bank and Trust (“Gulf”), which provides liquidity

by enabling the Company to sell eligible accounts receivable (i.e., invoices) to Gulf in exchange for immediate cash advances.

from this agreement are primarily used to fund operating expenses, including employee compensation, vendor payments, and general overhead.

the terms of the agreement, Gulf advances funds at an interest rate equal to the prime rate plus 2 %, with an additional advance fee of

15 basis points.

The eligible advance amount is up to 93 % of the face value of an invoice.

The agreement is structured on a month-to-month

basis and requires the Company to comply with certain financial covenants, including those related to invoicing activity and minimum

reserve account balances.

are sold to Gulf on a full recourse basis, meaning the Company retains the risk of collection.

For the three months ended March 31, 2025,

the Company received $ 2,222 in proceeds from the sale of receivables and repaid $ 3,434 under the agreement.

This compares to

$ 9,132 in proceeds and $ 6,930 in repayments for the year ended December 31, 2024.

The outstanding balance under the factoring

arrangement was $ 1,163 as of March 31, 2025, down from $ 2,375 as of December 31, 2024.

factoring facility is collateralized by substantially all the assets of the Company.

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that the Company repurchase the receivable or debit the reserve account.

also enters into short term 10-month loan agreements annually to finance advance payments on crime, EPLI, E&O, and D&O

In 2023-2024, MMG entered into two loans totaling $ 150

with finance charges over 10 months totaling approximately $ 15 .

also employs short term 10-month loan agreements annually to finance advance payments on crime, EPLI, E&O, and D&O insurances.

In 2024-2025, MMG entered into two loans totaling $ 140 with finance charges each over 10 months totaling approximately $ 6 .

APR for these loans is 5.0 %.

Financing with Long Term Debt

October 30, 2024, MMG entered into an agreement which deferred $ 52

due for our ADP implementation that was concluded in January 2024, to be paid over 24 months, at 6.21 %

As of March 31, 2025, the current portion balance was $ 25

and the long term, $ 15 .

COMMITMENTS AND CONTINGENCIES

time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time

that may harm our business.

Except as set forth below, we are not aware of any such legal proceedings or claims against the Company.

However, litigation is subject to inherent uncertainties and an adverse result in

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

or other matters may arise from time to time that may harm our business.

Except as set forth below, we are not aware of any such legal

proceedings or claims against the Company.

series of legal actions and hearings took place starting in March of 2020 with the Vivos Group over Merger agreement violations and Vivos

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to accrue on these awarded balances.

May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs,

expenses, and fees provided in the awards.

May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses,

and fees provided in the awards.

October 10, 2023, the Arbitrator issued a Supplemental Award appointing the Receiver to assist the Company in collecting the awarded

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Reliability has collectible judgments which

the Receiver is now eligible to pursue.

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

as a plaintiff.

SWC effectually countersued plaintiffs Suresh Doki, Naveen Doki, and Silvija Valleru on September 30, 2019, seeking to

collect the balance of $ 403 not paid by the Vivos Group.

This was not disclosed to MMG management or to Reliability before the Merger

which closed on October 29, 2019.

counsel filed a motion to add four parties to a counterclaim (HCRN, M&M, 360 IT, and US IT).

The court approved our motion, and all four

parties were added.

MMG has since released HCRN from the counterclaim.

On July 24, 2024, the court denied SWC’s motion for summary

judgement related to their counterclaim.

Healthcare Resource Network (HCRN) believed this motion violated a previous settlement agreement between Maslow and HCRN, dating back

to 2021, which offered broad indemnification language.

HCRN provided support to Maslow that it had carved itself out of the SWC agreement

as it did not receive any support from SWC.

On August 30, 2024, Maslow reimbursed HCRN $ 25 for legal fees incurred to defend itself after

they were added to the lawsuit.

for the SWC matter, at the present time, the counterclaim parties have reached a mutual understanding with an expectation of dismissal of the matter with

minimal contribution from the company which are in the process of executing.

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

the Receiver has been eligible to pursue.

Company’s authorized capital stock consists of 300,000,000 shares of common stock, with no par value.

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have common ownership combinations in a number of other entities:

Vivos Holdings, LLC.

Vivos Real Estate Holdings, LLC (“VREH”),

Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC (“VREH”),

Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC, and Federal Systems, LLC, which are collectively referred to as the “Vivos

table below is a summary of Vivos Group related party notes receivable which, as of September 30, 2024, totals $ 5,827 .

OF RELATED PARTY NOTES RECEIVABLE

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

table below is a summary of Vivos Group related party notes receivable which, as of March 31, 2025, totals $ 5,973 .

SCHEDULE OF RELATED PARTY NOTES RECEIVABLE

Note Description

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Total Notes Receivable

Origination date

November 9, 2016

November 15, 2017

September 15, 2019

Original borrowed amount

Balance on December 31, 2024

Additional borrowings

Accrued interest

Balance on December 31, 2022

Accrued interest

Balance on December 31, 2023

Accrued interest

Balance on September 30, 2024

INCORPORATED AND SUBSIDIARY

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

in thousands, except per share data)

June 2023, VREH was able to sell the property at 22 Baltimore Road, in Rockville, Maryland, leaving the Company with no liability with

respect to the building that MMG was signed as a guarantor without managements knowledge in 2017.

The Company was entitled to cash in

the amount of $ 91 as a result of the bankruptcy proceedings and sale of the building, which we received on August 31, 2024.

The $ 91 credit

was applied to Vivos debt to MMG, thus lowering the balance, as evidenced in table above on “Repayments” line.

Balance on March 31, 2025

The Award value in totality

is currently aggregated to $ 8,333 , independent of legal fees and interest.

Settlement Agreements

June 2023, VREH successfully sold the property at 22 Baltimore Road in Rockville, Maryland, relieving Maslow of any liability

related to the building, which MMG had been signed as a guarantor for in 2017 without management’s knowledge.

2024, the Company received $ 91

from the bankruptcy proceedings and sale of the building.

This amount was applied toward reducing the Vivos Group’s

outstanding debt to MMG (see table above).

In December 2024, he SWC matter was also resolved with MMG’s portion being $ 10 .

RLBY’s Other expense portion of Other Income totaled approximately

$ 26 , were exclusively for receivership related costs for recovery of the arbitration award related to the Vivos Group.

Party Relationships

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of the shareholders.

A Receiver is empowered to recover the awards by seizing shares of the Company held by Dr.

Naveen Doki and his affiliates,

the Vivos Group.

Once the judgments in favor of Reliability are satisfied, the restrictions on the rights of the Vivos Group shareholders

imposed by the Award shall be lifted.

the summer of 2019, prior to the Merger, MMG entered into a Securities Purchase Agreement with several parties including CEO Nick Tsahalis

Tsahalis”), CFO Mark Speck (“Mr.

Speck”), both officers and then directors of the Company, and Hawkeye

Enterprises (“Hawkeye”), a company owned and controlled by Mr.

The convertible promissory notes signed by Mr.

Speck afforded them both common shares of Reliability based on the initial principal amounts of $ 100 each.

Tsahalis, Mr.

Speck, and Hawkeye also received Warrants to purchase 16,323 , 81,616 , and 81,616 shares, respectively, (on a post-Merger basis) of the

Company Common Stock.

October 17, 2024, the entire warrant value associated with ten 2019 convertible promissory notes expired.

(See also Subsequent Events

term “warrant” herein refers to warrants issued by MMG and assumed by the Company as a result of the Merger.

all Warrants are the same other than as to the number of shares covered thereby.

The Warrant may be exercised at any time or from time

to time during the period commencing on first business day following the completion of the Qualified Financing (as defined below) and

expiring on the fifth annual anniversary thereof (the “Exercise Period”).

For purposes herein, a “Qualified Financing”

means the issuance by the Company, other than certain excluded issuances of shares of Common Stock, in one transaction or series of related

transactions, which transaction(s) result in aggregate gross proceeds actually received by the Company of at least $ 5,000 .

price per full share of the Company Common Stock shall be 120 % of the average sale price of the Company Common Stock across all transactions

constituting a part of the Qualified Financing.

Convertible note warrants were not valued and included as liability on balance sheet

because of uncertainty around their pricing, value, and low probability in receiving the $ 5,000 trigger.

The five-year eligibility for

all holders of these Warrants expired on October 17, 2024.

The Receiver is empowered to recover the awards by seizing shares of the Company held by Dr.

Naveen Doki and his

affiliates, the Vivos Group.

Once the judgments in favor of Reliability are satisfied, the restrictions on the rights of the Vivos Group

shareholders imposed by the Award shall be lifted.

BUSINESS SEGMENTS

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Production segment provides script-to-screen services for corporate, government, and non-profit clients, globally.

gross profit includes revenue and cost of services only.

Currently, the Company is not allocating interest income, interest expense,

depreciation expense, other income (expense), income tax benefit (expense) and sales, general, and administrative expenses at the segment

Our operating segments align with our organizational

INCORPORATED AND SUBSIDIARY

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in thousands, except per share data)

following tables provide a reconciliation of revenue by reportable segment to consolidated results for the three and nine months ended

September 30, 2024 and 2023, respectively:

the Three Months Ended September 30:

OF RECONCILIATION OF REVENUE BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS

Recruiting and Staffing

Video and Multimedia Production

the Nine Months Ended September 30:

Recruiting and Staffing

Video and Multimedia Production

and are regularly reviewed by our Chief Executive Officer (our chief operating decision-maker or “CODM”) to allocate resources

and assess performance.

We evaluate segments based on revenue and gross profit, which also guide our annual budgeting process.

our CODM reviews segment revenue and gross profit against the prior year and budget to inform working capital allocation decisions.

measure of segment assets is reported on the consolidated balance sheet as total assets.

following table provides a reconciliation of revenue and gross profit by reportable segment to consolidated results for the three months

ended March 31, 2025 and 2024, respectively:

Profit Performance by Segment

SCHEDULE OF GROSS PROFIT PERFORMANCE BY SEGMENT

Business Segment

Video Production

SUBSEQUENT EVENTS

Company has evaluated subsequent events through November 14, 2024, the date on which the unaudited condensed consolidated financial statements

Company has evaluated subsequent events through May 15, 2025, the date on which the unaudited condensed consolidated financial statements

were available to be issued.

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would require recognition in or disclosures in the accompanying unaudited condensed consolidated financial statements, except as follows:

the Company failed to enter into a transaction or series of related transactions, resulting in aggregate gross proceeds to the Company

of at least $ 5,000 , by October 4 , 2024, the warrant value associated with 2019 convertible promissory notes that were held

by 10 entities including CEO Nick Tsahalis and CFO Mark Speck have all expired.

October 30, 2024, Maslow signed an agreement with ADP to defer $ 52 in implementation fees which acts essentially as a loan for 24 months

commencing November 2024.

The Deferred fee amount is $ 2 which translates to approximately 3 % interest.

ADP implemented its Workforce

Manager and Workforce Now products for MMG which was completed in January 2024.

MMG will make monthly payments until $ 54 has been paid

over 24 months.

April 23, 2025, we entered into a Receivable Purchase Agreements with JP Morgan which will purchase one of our largest client’s

invoices within 15 days of approval.

The program uses a market index rate based on the Secured Overnight Financing rate (SOFR) and adds

80 basis points called a program rate.

The APR on this loan as of May 3, 2025, was 5.15 % .

April 24, 2025, Reliability submitted its application for the new Over-the-Counter Identification (“OTCID”), which is scheduled

to launch on July 1, 2025.

OTCID is meant to replace the “Pink Current” tier, and is intended to establish baseline requirements

for companies, including the submission of current information disclosures and management certifications.

OTC Markets will still maintain

the Pink Limited and Expert Market tiers for companies that do not meet the OTCID criteria.

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-Q

Item 1. Financial Statements