UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the annual period from January-1-~~2023~~2024 to December-31-~~2023~~2024

Commission File Number: 000-07092

RELIABILITY INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Texas		75-0868913
(State of Incorporation)		(I.R.S. Employer Identification Number)
12124 Skylark Rd, Clarksburg, Maryland		20871
(Address of Principal Executive Offices)		(Zip Code)

12124 Skylark Rd, Clarksburg, Maryland		20871
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(202) 965-1100

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Exchange on Which Registered

Common Stock

No par value

N/A

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes, ☒ No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes, ☒ No

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes, ☐ No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ☒ Yes, ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Yes, ☐ No

Indicate by check mark whether the Registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large, accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large, accelerated filer ☐		Accelerated filer	☐
Non-accelerated filer ☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes, ☒ No

The aggregate market value of the common stock held by non-affiliates of the Registrant as of June 30, ~~2023~~2024, was $1,~~706~~811,~~617~~021.44 (based on the closing sale price of the Registrant’s common stock on December 31, ~~2023~~2024, as reported on OTC American).

As of ~~April~~March 131, ~~2024~~2025, there were 300,000,000 shares of the Registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page No.
Forward-Looking Statements		3
PART I
Item 1	Business	4
Item 1A	Risk Factors	1012
Item 1B	Unresolved Staff Comments	2425
Item 2	Properties	2425
Item 3	Legal Proceedings	2425
Item 4	Mine Safety Disclosures	2426
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2527
Item 6	Selected Financial Data	2527
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2830
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	3738
Item 8	Financial Statements and Supplementary Data	3839
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5758
Item 9A	Controls and Procedures	5758
Item 9B	Other Information	5758
PART III
Item 10	Directors, Executive Officers, and Corporate Governance	5859
Item 11	Executive Compensation	6263
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6364
Item 13	Certain Relationships and Related Transactions, and Director Independence	6567
Item 14	Principal Accountant Fees and Services	6567
PART IV
Item 15	Exhibits and Financial Statement Schedules	6668
Item 16	Form 10-K Summary	6668

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements with respect to our future financial or operating performance, future plans and objectives, competitive positioning, requirements for additional capital, government regulation of operations and the timing and possible outcome of litigation and regulatory matters. All statements other than statements of historical fact, included or incorporated by reference in this Annual Report on Form 10-K that address activities, events or developments that we, or our subsidiaries, expect or anticipate may occur in the future are forward-looking statements. Often, but not always, forward-looking statements can be identified by use of forward-looking words such as “aim,” “potential,” “may,” “could,” “would,” “might,” “likely,” “will,” “expect,” “intend,” “plan,” “budget,” “scheduled,” “estimate,” “anticipate,” “believe,” “forecast,” “committed,” “future” or “continue” or the negative thereof or similar variations. Forward-looking statements are based on certain assumptions and analyses made by us, in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and known and unknown risks, many of which are outside our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other things, general business, economic, competitive, political and social uncertainties, the actual results of current operations, industry conditions, intellectual property and other proprietary rights, liabilities inherent in our industry, accidents, labor disputes, delays in obtaining regulatory approvals or financing and general market factors, including interest rates, equity markets, business competition, changes in government regulations. Additional risks and uncertainties include, but are not limited to, those listed under “Item 1A. Risk Factors.”

Although we have attempted to identify important factors that could cause actual actions, events or results which differ materially from those described in the forward-looking statements, there may be other factors that cause results to differ from those anticipated. Forward-looking statements contained in this Annual Report on Form 10-K are made as of the date of the Annual Report on Form 10-K and we disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events, results or otherwise, except as required by applicable securities laws.

As used in this Annual Report, the terms “we,” “us,” “our,” “Reliability,” “Maslow,” “MMG” and the “Company” meaning Reliability, Inc. and its operational subsidiary, Maslow Media Group Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in thousands except for share and per share values, unless otherwise indicated.

The disclosures set forth in this report should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, ~~2023~~2024. All dollars, except earnings per share, presented on this Form 10-K are in thousands ($000).

Part I

ITEM 1. BUSINESS

OVERVIEW AND HISTORY

Reliability Incorporated (“Reliability” or the “Company”), headquartered in Clarksburg, Maryland, through its wholly owned subsidiary, The Maslow Media Group, Inc. (“Maslow” or “MMG”), provides workforce solutions to its clients consisting primarily of Employer of Record (“EOR”) services, Recruiting and Staffing, and Video and Multimedia Production. The Company focuses on domestic clients but provides services to these clients throughout the world. The Company’s clients are in diverse industries including media, financial services including banking, medical devices, pharmaceuticals, telecommunications, energy, healthcare, and education.

Reliability was incorporated under the laws of the State of Texas in 1953. From 1971 to 2007, the Company was principally engaged in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated circuits. This business was shut down in 2007, and the Company was continued as a “shell company” as defined by the Exchange Act, with no operating activities until October 29, 2019, when the Company acquired Maslow.

Maslow was founded in 1988 by Linda Maslow, whose ~~impetuous~~visionary drive ~~was~~led ~~recognizing~~her ~~the~~to ~~need~~create ~~for~~ a single resource ~~that~~dedicated ~~could~~to ~~provide~~providing qualified ~~production~~ production crews to Washington, D.C.’s television, cable, and multimedia outlets. Maslow was later incorporated in Virginia in 1992 and ~~changed~~ adopted its ~~name to our~~ current legal name, The Maslow Media Group, Inc. ~~Maslow’s~~Initially, ~~initial~~the ~~business~~company ~~consisted~~focused ofon providing “script -to -screen” services, ~~which~~primarily ~~consisted~~offering ~~principally of providing~~ production management and ~~services~~support to television, cable, and multimedia outlets. Over time, Maslow ~~expanded~~ broadened its ~~product~~scope ~~offerings,~~by ~~adding~~introducing workforce management solutions, ~~such~~including as Employer of Record (“EOR”) services, as well as recruiting and staffing ~~services~~ solutions. As ~~Maslow~~the company grew, it expanded its geographic ~~footprint~~presence, bysecuring ~~acquiring~~ clients ~~outside~~ ofbeyond the Washington, D.C. metro area and establishing itself as a trusted partner nationwide.

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

In 2019, Vivos Holdings collaborated on a share swap of Maslow for other Vivos companies with individuals who included but were not limited to Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. 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., and Federal Systems, LLC], (collectively referred to herein as “Vivos Group”).

The reverse merger was consummated on October 29, 2019 (the “Merger”). As a result of the Merger, the Vivos Group (Vivos Holdings, LLC, officially) acquired approximately 84% of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings ~~LLC~~.

On October 29, 2019, Maslow became a wholly owned subsidiary of Reliability.

Upon purchasing MMG and thereafter, the “Vivos Group” began borrowing monies from MMG starting with $1,400 in 2016, and by the end of 2019, the balance had reached $3,418, which included a $3,000 guarantee from Dr. Naveen Doki. Vivos Holdings, LLC, Vivos Real ~~Estate~~ Estate Holdings, LLC, and Mr. Doki ~~are~~ (collectively referred to as “Vivos Debtors.”).

Additionally, Reliability became aware of debt obligations that included MMG as a borrower or guarantor that the Vivos Group failed to disclose to Reliability. This and the attempted collection of the guarantee and debt from the Vivos Group set off a chain of legal events culminating in an arbitration hearing and award in 2022. We refer below to the disputes between Reliability and the Vivos Group as the “Vivos Matter.”

A series of legal actions and hearings took place starting in March of 2020 through September of 2021. At that time, arbitration was agreed by both the Vivos Group and MMG. The proceedings began in February 2022 and were completed in March 2022.

OnA ~~August~~series ~~31,~~of ~~2022,~~legal ~~the~~actions ~~arbitrator~~and ~~issued~~hearings antook ~~award~~place ~~(the~~starting ~~“Award”)~~in ~~with~~March ~~the~~of ~~Company~~2020 ~~and~~through ~~MMG~~September ~~prevailing~~of ~~on their claims~~2021. ~~The~~At ~~awards included~~that ~~citing fraud damages. Supplemental awards were subsequently issued on May 17~~time, ~~2023,~~arbitration ~~October~~was ~~10, 2023, and finally, on October~~agreed ~~27,~~by ~~2023.~~both ~~Summarily, MMG was awarded~~ the ~~totals of all notes the~~ Vivos Group ~~had~~and ~~with~~ MMG. ~~for~~The ~~its~~proceedings ~~borrowings,~~began ~~the~~in ~~contracted~~February ~~interest, attorneys’~~2022 ~~fees~~ and ~~expenses~~were ofcompleted ~~$1,209 and a contract damage of $1,000, to be satisfied by the transfer of their shares of the Company common stock to the Company equal~~ in ~~value~~March ~~to $1,000~~2022.

~~The~~On ~~May~~August 1731, ~~2023~~2022, ~~award~~the ~~also~~arbitrator ~~appointed~~issued aan ~~rehabilitative~~award ~~receiver~~ (the “~~Receiver~~Award”) ~~whose~~with ~~primary~~the ~~function~~Company isand toMMG ~~collect~~prevailing ~~the~~on ~~contract~~their claims. The awards ~~and~~included citing fraud damages. Supplemental awards were subsequently issued on May 17, ~~including~~2023, ~~costs~~October 10, ~~expenses~~2023, and ~~fees~~finally, ~~provided~~on inOctober 27, ~~the awards~~2023. ~~With~~Summarily, ~~respect~~MMG towas awarded the ~~receivership,~~totals of all notes the Vivos Group ~~owners or~~had ~~holders~~with ofMMG ~~all~~for ofits borrowings, the ~~shares~~contracted ofinterest, attorneys’ ~~common~~fees ~~stock~~and expenses of ~~the~~$1,209, ~~Company~~and ~~were~~a ~~declared~~contract ~~not~~damage beof ~~entitled~~$1,000, to ~~vote~~be ~~any~~satisfied ofby ~~those~~the ~~shares~~transfer atof ~~any~~their ~~annual or~~shares ~~special meeting~~ of the Company ~~shareholders~~common ofstock to the Company ~~during~~equal ~~the~~in ~~period~~value ofto ~~the receivership~~$1,000.

OnThe ~~December~~May 2917, 2023, ~~the~~award ~~Circuit~~also ~~Court~~appointed ~~for~~a ~~Montgomery~~rehabilitative ~~County~~receiver ~~Maryland~~(the ~~signed~~“Receiver”) ~~orders~~whose ~~entering~~primary ~~all~~function ~~three~~is ~~arbitration~~to ~~awards~~collect asthe ~~judgments~~contract inand ~~Reliability’s~~fraud ~~case~~damages, ~~against~~including ~~the~~costs, ~~Vivos~~expenses, ~~Group.~~and ~~These~~fees ~~orders~~provided ~~became~~in ~~final~~the onawards. ~~January~~With ~~29,~~respect ~~2024,~~to ~~when~~ the ~~appeal~~receivership, ~~period~~the ~~expired~~Vivos ~~for~~Group owners or holders of all of the ~~defendants.~~shares ~~The~~of ~~judgments~~common ~~are~~stock ~~good~~of ~~for~~the 12Company ~~years~~were ~~and~~declared ~~can~~not to be ~~enrolled~~entitled into ~~other~~vote ~~states.~~any ~~Reliability~~of ~~has~~those ~~collectible~~shares ~~judgments~~at ~~which~~any annual or special meetings of the ~~Receiver~~shareholders isof ~~now~~the ~~eligible~~Company toduring ~~pursue~~the period of the receivership.

AsOn of December 3129, 2023, the ~~Vivos~~Circuit ~~Debtor~~Court ~~balance~~for ~~was~~Montgomery $5County,~~501.~~ ~~The~~Maryland ~~Award~~signed ~~value~~orders entering all three arbitration awards as judgments in ~~totality~~Reliability’s ~~currently~~case ~~aggregates~~against $7the Vivos Group. These orders became final on January 29,~~710~~ 2024, ~~independent~~when ofthe ~~legal~~appeal period expired for ~~fees~~the defendants. The judgments are good for 12 years and ~~interest~~can be enrolled in other states. Reliability has collectible judgments which the Receiver has been eligible to pursue. In March 2025, MMG expects the Receiver to make a recommendation to the arbitrator.

As of December 31, 2024, the Vivos Debtor balance was $5,847. The Award value in totality currently aggregates $8,177, independent of legal fees and interest.

Upon final resolution as to the underlying ownership and rights of certain shareholders, the Company intends to hold an annual meeting of shareholders within a reasonable time thereafter.

As of December 31, ~~2023~~2024, there were 300,000,000 shares of the Company’s common stock, no par value per share (the “Company Common Stock,” or “Common Stock”) outstanding.

EMPLOYEES

As of ~~March~~January 2527, ~~2024~~2025, we had 1923 team members (staff employees) at our Clarksburg, MD corporate and remote locations. During the fiscal ~~year~~ year ended ~~2023~~2024, we assigned approximately ~~950~~794 field talent workers of which ~~172~~111 were deemed full-time equivalent (FTE) throughout the year.

As of December 31, ~~2023~~2024, ~~661~~578 active field talent workers and 2123 Maslow staff employees had been employed over the past six months.

Approximately 15% of our field talent are represented by a labor union. We are not aware of any current labor efforts or plans to formalize or organize any of our other team members or field talent. To date we have not experienced any material labor disruptions.

PRODUCTS

Employer of Record (“EOR”)

Maslow’s Employer of Record (EOR) ~~product~~solution isoffers a unique, outsourced ~~managed~~ workforce ~~solution~~management service. ~~The~~Under ~~costs~~this ~~and~~model, ~~compliance~~Maslow ~~obligations~~assumes ~~relating to~~ the ~~employment of contingent~~costs ~~workers~~and ~~are~~compliance ~~borne~~obligations byassociated ~~Maslow.~~with ~~These~~employing ~~workers~~contingent ~~are Maslow employees. The client is responsible for maintaining its workplace~~workers, ~~but~~who ~~all administrative roles and responsibilities~~ are ~~handled~~classified byas Maslow ~~as the employer of record~~employees. ~~This~~While ~~arrangement~~the ~~provides~~client ~~our clients compliance and legal~~maintains ~~protection as our expert staff takes~~ responsibility for ~~properly~~their ~~classifying~~workplace ~~and~~environment, ~~onboarding~~Maslow ~~employees~~manages orall ~~independent~~administrative ~~contractors.~~duties, ~~Misclassifying an~~including employee asclassification, anonboarding, and ~~independent contractor can result in significant costs to the client~~compliance.

~~The~~This ~~EOR~~arrangement ~~services~~provides ~~offered~~clients bywith robust legal and compliance protection, as Maslow’s ~~consist~~expert ofteam ~~the~~ensures ~~following~~workers ~~principal~~are ~~activities:~~accurately classified—whether as employees or independent contractors. Proper classification is critical, as misclassifying an employee as an independent contractor can expose clients to substantial financial and legal risks.

● state employment registration; ● employee onboarding/offboarding; ● payroll processing; ● benefits offerings and administration; ● workers compensation claim management; ● employee relations; ● regulatory compliance; ● manage State/County/City mandated employee benefits, such as paid safe and sick leave; and

○ Locality mandated training administration ○ Unemployment claims administration

● on site workforce management.

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

	●	state employment registration;
	●	employee onboarding/offboarding;
	●	payroll processing;
	●	benefits offerings and administration;
	●	workers compensation claim management;
	●	employee relations;
	●	regulatory compliance;
	●	manage state-/county-/city-mandated employee benefits, such as paid safe and sick leave; and
	●	locality mandated training administration
	●	unemployment claims administration
	●	on site workforce management.

Recruiting/Staffing

~~Maslow~~For ~~has~~over ~~been~~30 inyears, ~~the~~Maslow ~~staffing~~has ~~business~~been ~~for~~a ~~over~~leader ~~thirty~~in ~~years.~~the ~~During~~staffing ~~that time~~industry, ~~Maslow~~building ~~developed,~~ and ~~continues~~continuously toexpanding ~~develop,~~ a ~~large~~ global network of multimedia and video production ~~workers~~professionals. ~~for~~This ~~our media clients~~network, comprising camera crews, ~~and other~~ technical experts, and creative talent., ~~Maslow uses~~allows ~~this~~us ~~extensive network~~ to respond rapidly ~~respond~~ to our media clients’ needs for contingent staffing and direct hires.

~~Our~~In ~~staffing~~recent ~~services~~years, ~~however,~~we ~~are~~have nobroadened ~~longer~~our ~~only~~focus ~~focused~~beyond on media roles. Weto ~~are~~include ~~also~~staffing ~~filling~~services ~~contingent~~for IT, Accounting and ~~direct~~Finance, ~~hire~~and administrative positions. ~~for our~~This ~~clients~~diversification inenables us to meet the ~~IT,~~evolving ~~Accounting~~needs ~~and~~of ~~Finance,~~our ~~and~~clients ~~Administrative~~across ~~areas~~various industries.

~~Our~~Maslow ~~overall~~offers ~~temporary~~a ~~staffing~~wide ~~services~~range ~~consist~~ of ~~on-demand~~temporary ~~or short-term~~ staffing ~~assignments~~solutions, contract staffing, and on-site management administration. Short-term staffing services assist employers in dealing with employee demands caused by such factors as seasonality, fluctuations in demand for their products and services, vacations, illnesses, parental leave, and special projects. This benefits organizations from incurring the ongoing expense and administrative responsibilities associated with recruiting, hiring, and retaining these employees. More companies are focused on effectively managing variable costs and reducing those which are fixed overhead. The use of short-term staffing services allows companies to utilize a contingent staffing approach for their personnel needs, thereby converting a portion of their fixed personnel costs to a variable expense.including:

~~Our staffing~~● ~~services~~On-Demand ~~place~~or ~~workers~~Short-Term ~~with~~Staffing: ~~clients~~Assisting ~~for~~with ~~assignments~~seasonal ~~lasting~~needs, ~~from~~demand asfluctuations, ~~little~~vacations, asillnesses, ~~one~~parental ~~day~~leave, toand anspecial ~~indefinite~~projects. ~~period~~● ofContract ~~time.~~Staffing: ~~We offer~~Providing ~~our~~longer-term ~~clients~~workforce ~~several~~solutions ~~levels~~for ofongoing ~~staffing~~projects ~~services:~~or ~~freelance,~~initiatives. ~~contract,~~● ~~temp~~On-~~to-hire,~~Site ~~direct~~Management ~~hire,~~Administration: orOffering managed services., ~~Our~~including ~~managed services~~the ~~solution~~deployment ~~includes~~of ~~building~~on-site ~~or assuming an existing team and placing an onsite manager, or~~ managers, to ~~help~~oversee ~~manage the team~~teams, ~~including~~ scheduling, and logistics.

AsBy isleveraging ~~common~~contingent ~~in the~~ staffing ~~industry~~, ~~the majority of~~ our ~~engagements~~clients tocan ~~provide~~convert ~~temporary~~fixed ~~services~~personnel tocosts ~~our~~into ~~client~~variable ~~are~~expenses, ~~generally~~effectively ofmanaging ~~a non~~workforce-~~exclusive,~~related ~~short-term~~expenses ~~nature~~without ~~and~~the ~~subject~~long-term tocommitment ~~termination~~of byrecruiting, ~~our~~hiring, ~~client~~and ~~with~~retaining ~~little or no notice~~employees.

InFlexible ~~2021,~~Staffing we began focusing on the placement of full-time equivalent employees on a contingency fee basis as a stand-alone practice. Because the margins are significantly higher, this line of business boosts our overall margins and operating income as explained in Results of Operations. Direct Hire, which we originally titled “Permanent Placement,” margins are much higher than temporary staffing and EOR in that we do not bear employee or 1099 costs for the direct hire placement. The only cost of revenue which is allocated is the relational use of our recruiting software subscriptions.Options

~~Video/Multimedia~~Our ~~Production~~staffing services cover a variety of placements, ranging from one-day assignments to indefinite engagements. We provide flexible solutions, including:

~~Maslow continues~~● toFreelance be/ aAd ~~provider~~Hoc of● ~~multimedia~~Contract ~~and~~● ~~video~~Temp-to-Hire ~~production~~● ~~solutions~~Direct ~~for~~Hire ~~corporate,~~● ~~government,~~Managed ~~and broadcast clients.~~Services

WeOur ~~use~~Managed ~~our~~Services ~~large,~~solution ~~pre-vetted network of worldwide freelancers with high-level technical and creative skills to respond quickly to our clients’ needs. Our network~~ includes ~~directors~~building ofor ~~photography,~~taking ~~audio~~over ~~engineers,~~existing ~~make-up artists~~teams, field producers, gaffers and grips, talent, teleprompter operators, and drone operators. Maslow provides video production services to our clients for the purpose of branding videos, documentaries, Public Service Announcements, training modules, live events, webcasts, animation, projects, and more. Our freelance video production teams and clients collaborate with ~~our in~~on-~~house,~~site ~~full-time~~managers ~~Video~~ensuring ~~Production~~seamless ~~Managers~~operations ~~who bring years of experience to every project,~~ and ~~work side-by-side with the team to create the vision and story for the project~~oversight. ~~In addition to human assets, Maslow sources the latest technical broadcast equipment for television, the internet, and social media.~~

~~Maslow~~As ~~provides~~is common in the staffing industry, ~~among~~most ~~others~~of our temporary staffing engagements are non-exclusive, ~~the~~short-term ~~following~~in ~~production~~nature, ~~services:~~and can be terminated by our clients with little to no notice.

●In 2021, ~~pre~~we launched a dedicated practice focused on placing full-~~production~~time ~~conceptualization~~equivalent employees on a contingency fee basis. This high-margin business line has had a positive impact on our overall margins and operating income, as detailed in our Results of ~~final~~Operations. Unlike ~~video~~temporary ~~deliverables;~~staffing ●or ~~project~~EOR ~~consultation~~services, ~~from~~Direct ~~scriptwriting~~Hire placements do not incur employee or 1099 vendor costs, with costs limited to ~~site~~an allocated ~~scouting;~~share ●of ~~budget~~recruiting ~~development~~software ~~and~~subscription ~~management;~~costs. This line of business, initially branded as “Permanent Placement,” continues to strengthen our profitability.

~~● booking~~ Video and ~~managing~~Multimedia of logistics for field and studio teams; ● broadcast level high-definition camera crews and field support worldwide including makeup artists, audio visual support, field producers, and full equipment rental; ● post-production facilities and freelance support including non-linear editors, graphic artists, narrators and actors; ● animation and graphic design development, including whiteboard animation; ● live transmission services from satellite to streaming; and ● management of fully staffed client studios.Production

Maslow remains a trusted provider of multimedia and video production solutions for corporate, government, and broadcast clients. Leveraging a large, pre-vetted network of highly skilled freelancers worldwide, Maslow is uniquely equipped to respond quickly to client needs. Our network includes:

	●	Directors of photography
	●	Audio engineers
	●	Makeup artists
	●	Field producers
	●	Gaffers and grips
	●	Talent and teleprompter operators
	●	Drone operators

We support a wide array of video production projects, including branding videos, documentaries, public service announcements (PSAs), training modules, live events, webcasts, animations, and more. Our freelance teams collaborate with our in-house, full-time Video Production Managers, who bring extensive experience to each project. These managers work closely with the team to shape the vision and story, ensuring seamless execution from concept to final delivery.

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

IT Solutions

Maslow delivers highly skilled IT professionals to support digital transformation, infrastructure management, and security initiatives. Whether clients need on-demand specialists or full-scale IT teams, we provide customized workforce solutions that adapt to evolving technology demands. Our network includes:

	●	Software developers
	●	Data managers
	●	Network engineers
	●	Robotics
	●	Mobile strategies
	●	Systems administrators
	●	Cloud architects
	●	Cybersecurity specialists
	●	IT project managers
	●	Data analysts
	●	AI, ML, & automation leads
	●	Quality assurance specialists

From system integrations and cloud migrations to cybersecurity enhancements and AI implementation, our IT experts bring technical excellence and industry-specific experience. And we collaborate closely with clients to ensure talent alignment, streamlined execution, and ongoing technical support.

Beyond talent, Maslow facilitates access to cutting-edge IT infrastructure and technology solutions to support enterprise operations, return-to-office transitions, and compliance requirements.

Creative Solutions

Maslow connects businesses with top creative talent to execute compelling multimedia productions and digital projects. Our extensive talent network ensures rapid deployment of experienced creatives across industries. Our network includes:

	●	Graphic designers
	●	Art directors
	●	UX/UI designers
	●	Video editors
	●	Motion graphics artists
	●	Copywriters and content strategists
	●	Branding specialists
	●	Website developers

Across brand development, interactive media, and digital storytelling, our creative teams collaborate with in-house creative directors to bring concepts to life. These leaders ensure strategic alignment, creative excellence, and seamless production across all project phases.

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

Marketing Solutions

Effective marketing requires both strategy and execution, and Maslow helps organizations scale their marketing efforts with access to top-tier professionals. Our pre-vetted marketing experts support companies in reaching their target audiences through data-driven strategies and compelling content. Our network includes specialists in:

	●	Digital marketing
	●	Product marketing
	●	Content marketing
	●	SEO and website analytics
	●	Social media marketing
	●	Marketing automation
	●	Email marketing
	●	Data science & analytics
	●	E-commerce & shoppable content

From campaign development to performance analytics, our marketing teams work alongside in-house Marketing Managers who ensure strategic consistency and data-driven execution. These managers provide oversight across branding, messaging, and audience targeting to maximize impact.

In addition to top-tier talent, Maslow provides access to leading marketing automation tools and analytics platforms to optimize digital campaigns, audience engagement, and ROI measurement.

Comprehensive Production Services

Maslow provides a wide range of production services, including:

●	Pre-Production:
		o	Conceptualization of final video deliverables
		o	Scriptwriting and site scouting
		o	Budget development and management
●	Production:
		o	Booking and logistics management for field and studio teams
		o	High-definition camera crews and field support worldwide, including audio-visual teams, makeup artists, field producers, and full equipment rental
●	Post-Production:
		o	Non-linear editing and graphic design
		o	Animation, including whiteboard animation
		o	Color correction
		o	Narration and talent sourcing
●	Live Broadcast Services:
		o	Satellite and streaming capabilities
●	Studio Management:
		o	Fully staffed client studio operations

Maslow’s dedication to quality, flexibility, and technical excellence ensures each project meets or exceeds client expectations, no matter the scope or complexity.

OUR INDUSTRY

Maslow operates within the workforce management and production services industry. The services Maslow provides (managed services, employer of record, staffing, recruiting, and video production services) generally fall within the broader category known as “workforce management” solutions.

The temporary staffing portion of the workforce management industry supplies workers to clients. ~~These~~Our ~~services~~core ~~offer~~offerings ~~clients~~include ~~the ability~~employer toof ~~rapidly~~record (EOR), ~~match~~staffing, ~~their~~recruiting, ~~workforce to changes in business conditions~~ and ~~needs.~~video Inproduction—fall ~~some~~under ~~cases,~~the ~~clients~~broader ~~can~~category ~~convert~~of ~~fixed labor costs to variable costs. The demand for a flexible~~ workforce ~~continues~~management ~~to grow with competitive and economic pressures on employers to reduce costs, manage payroll compliance risks and respond to changing market conditions~~solutions.

~~Per~~Industry Business Wire’s “2024 State of Staffing Report,” the trends expected to have the greatest impact on staffing businesses in 2024 include: AI is transforming staffing, word of mouth drives business growth, and candidate and communication preferences are shifting. We believe the Gig Economy, and Emphasis on Diversity, Equity, and Inclusion (DEI) should be included in trends.Overview

The ~~temporary~~workforce ~~staffing~~management industry, isparticularly ~~large~~temporary ~~and~~staffing, ~~highly~~plays ~~fragmented~~a ~~with~~crucial ~~thousands~~role ofin ~~competing~~providing ~~companies.~~businesses Itwith ~~was estimated that~~ the ~~size~~flexibility ~~of the~~to ~~2023~~adjust ~~U.S.~~their ~~temporary~~workforce ~~staffing~~in ~~industry~~response ~~was~~to ~~$201.7~~changing ~~billion~~market inconditions. ~~2023,~~Temporary astaffing ~~decrease~~allows ofclients ~~10%~~to ~~from~~scale ~~2022~~their ~~after~~labor ~~two~~needs ~~years~~efficiently, converting offixed ~~post-COVID~~labor ~~growth~~costs ~~of 34%~~into invariable ~~2021~~expenses ~~and~~where ~~20% in 2022~~necessary. ~~Additionally,~~With ~~the~~increasing UScompetitive ~~market~~and iseconomic ~~the~~pressures, ~~largest~~demand ~~globally~~for ~~with~~ a flexible ~~33%~~workforce ~~share.~~continues Into ~~2024,~~rise ~~the~~as ~~SIA~~businesses isseek ~~projecting~~cost ~~that the~~efficiencies, USpayroll ~~market~~compliance ~~will be worth $207.2 billion~~management, ~~which~~and ~~represents~~adaptability ~~approximately~~to ashifting market ~~7% growth~~conditions.

~~According~~Industry to the US Bureau of Labor Statistics, the US staffing market is in a healthy state with over 4 million more jobs in August 2023 than in February 2020, up 2.7% over that time period. The revenue increase projected for just the temporary staffing in 2024 is 5%.Trends

~~Per~~According ~~Precision~~to ~~Global~~the ~~Consulting,~~Staffing ~~over~~Industry ~~half~~Analysts of(SIA), USthe ~~companies~~U.S. ~~are~~staffing ~~planning~~market tois ~~increase~~expected ~~hiring~~to ingrow ~~the~~by ~~first~~5% ~~half~~in ~~of 2024~~2025, ~~with~~following ~~two-thirds~~a ~~of employers~~10% ~~planning~~decline toin ~~increase their use of contract professionals~~2024. Several USkey ~~Hiring~~trends ~~Trends~~are toshaping ~~Watch~~the ~~in 2024 are~~industry:

1.● ~~Increased~~AI ~~pay~~Integration ~~transparency,~~Across asStaffing ~~more~~Functions: ~~governmental~~While ~~bodies~~AI ~~mandate~~has ~~it,~~primarily ~~and~~been ~~more~~used ~~job~~for ~~seekers~~talent ~~already~~acquisition ~~demand~~and ~~it.~~candidate ~~Thus~~assessment, itits role is ~~likely~~expanding to besales, arecruiting, ~~more~~finance, ~~common~~payroll, ~~requirement~~marketing, asIT, ~~more~~and UScorporate ~~states~~operations. ~~adopt;~~● 2.Growth ~~Hiring~~of ~~for~~Outsourced ~~growth~~Solutions: AOutsourced ~~Robert~~staffing ~~Half~~solutions ~~International~~have ~~survey~~gained ~~cited~~traction, ~~company~~particularly ~~growth~~in ~~and~~highly ~~employee~~skilled ~~turnover~~professional assectors. ~~the~~SIA’s ~~top~~U.S. ~~reasons~~IT ~~they~~Staffing ~~need~~and toSolutions ~~add~~Benchmarking toSurvey ~~their~~found ~~teams;~~that 3outsourcing solutions accounted for 21.6% ~~More~~of ~~gig~~aggregate ~~workers:~~revenue anin ~~upward~~the ~~trajectory~~first half of US2024. ~~workers~~Clients ~~continue~~increasingly favor outsourced models to ~~prefer~~shift ~~temporary~~responsibility orfor ~~temp-~~achieving outcomes to~~-hire~~ ~~roles~~staffing asfirms, ~~they~~reducing ~~are~~direct ~~viewed~~management asburdens. an● ~~opportunity~~Increased toReliance ~~test~~on Third-~~drive~~Party ~~employers~~Technology ~~before~~for ~~making~~Candidate aSourcing: ~~commitment~~SIA toreports ~~permanent~~that ~~employment~~98% of staffing firms utilize online job advertisers. ~~Others~~In ~~embrace~~2025, ~~gig~~29% ~~work~~plan to ~~obtain~~increase ~~scheduling~~their ~~flexibility;~~investment in job advertising, while 55% intend to maintain current spending, and 4.only ~~Worker~~6% ~~classification:~~anticipate ~~Employers~~reducing ~~who~~usage. ~~continue~~● toEmerging ~~engage~~AI ~~1099~~Regulations: ~~independent~~As ~~contractors~~AI ~~long~~adoption ~~term~~accelerates, orregulatory inframeworks aare ~~manner~~evolving. ~~that~~Various isU.S. ~~more~~states ~~like~~are aimplementing w2consumer ~~relationship~~privacy ~~and~~laws ~~online~~with ~~staffing~~AI-related ~~platforms~~restrictions. ~~that~~For ~~provide~~example, ~~workers~~California tohas ~~firms~~enacted asan ~~1099~~AI ~~independent~~Act ~~contractors~~imposing ~~are~~penalties ~~undergoing~~of ~~greater~~$5,000 ~~scrutiny~~per byviolation ~~governmental~~per ~~agencies~~day.

~~One~~Competitive paradigm which has not changed is staffing companies compete both to recruit and retain a supply of field talent and to attract and retain clients to use these workers. Client demand for temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility. The temporary staffing industry includes several markets focusing on business needs that vary widely in duration of assignment and level of technical specialization.Landscape

7The U.S. temporary staffing industry is large and highly fragmented, comprising thousands of competing firms. In 2025, the industry is projected to reach $217 billion, a 5% increase from 2024.

~~And~~The ~~still,~~American ~~the~~Staffing ~~temporary~~Association ~~staffing~~(ASA) ~~market~~projects isU.S. ~~subject~~GDP togrowth ~~volatility~~of ~~based on overall economic conditions~~1.7% ~~Historically,~~ in ~~periods~~Q1 of2025. ~~economic growth,~~Given the ~~number~~strong ofcorrelation ~~companies~~between ~~providing temporary~~ staffing ~~services~~industry performance ~~has~~and ~~increased~~GDP ~~due~~trends, tothis ~~low~~projection ~~barriers~~is ~~to entry~~significant. ~~During recessionary periods~~However, ~~the~~ASA ~~number~~also ofreported ~~companies~~a ~~has~~6.1% ~~decreased~~year-over-year ~~through~~decline ~~consolidation,~~in ~~bankruptcies~~temporary ~~based on loss of key clients or material reductions~~help ofjobs ~~usage~~as ~~by existing clients, or other events. The factors that have an impact on the direction~~ of ~~the~~January ~~economy are high interest rates, continued supply chain problems, inflation, economic sanctions, and unemployment rates~~2025.

~~Regardless~~Economic ~~of the direction of the economy, federal~~ and ~~state~~Regulatory laws continue to roll out various protections for employees that involve the compliance of their employers. The complexity of keeping up with this regulatory compliance landscape, particularly for smaller employers and companies requiring workers in multiple states, has provided greater opportunity for EOR solutions. Many states have made significant changes to their employment laws. For example, starting on January 1, 2024, Minnesota instituted a new Earned Sick and Safe Time law which will require employers to provide paid sick leave to Minnesota employees, while California instituted increases to its paid sick leave law. Meanwhile, Illinois enacted paid leave for essentially all employees. Colorado expanded its paid sick leave requirements and updated its laws to redefine the standard for sexual harassment, adding marital status as a protected employment category.Factors

Staffing firms face dual challenges of talent acquisition and client retention. Demand for temporary staffing is closely tied to overall labor market strength and evolving workforce flexibility trends. The industry remains highly sensitive to economic cycles—expanding during growth periods and consolidating during downturns due to competitive pressures, bankruptcies, and client usage reductions. Key economic factors influencing industry dynamics include:

	●	High interest rates
	●	Supply chain disruptions
	●	Inflationary pressures
	●	Economic sanctions
	●	Unemployment fluctuations

Regulatory complexity continues to drive demand for EOR solutions, particularly among employers with multi-state operations. New state laws on paid leaves, discrimination protections, child labor, medical marijuana, and workplace safety are set to take effect on January 1, 2025. For example:

	●	Minnesota kicked off on January 1, employers with thirty or more employees in Minnesota will be required to provide salary ranges and general descriptions of benefits in job postings, and several modifications to the state’s earned sick and safe time (ESST) program.
	●	California expanded paid sick leave requirements in 2024, and beginning on January 1, 2025, enacted several laws, including expanding protections against unlawful discrimination; prohibiting mandatory workplace meetings to discuss political or religious matters, including union organizing; and allowing employers to obtain temporary restraining orders (TROs) against individuals who subject employees to unreasonable harassment.
	●	Delaware covered employers must start contributing payroll deductions to fund the Delaware Paid Family and Medical Leave program, which was established in 2022. The first due date is April 30, 2025.
	●	Illinois To achieve improved pay transparency Illinois amended the Equal Pay Act of 2003 to require employers with at least fifteen employees to include “pay scale and benefits” in job postings beginning January 1, 2025.
	●	Connecticut In continuing evolution of its sick leave law, in 2025 expanded the requirement of coverage to employers with twenty-five or more employees working in the state.

OUR CLIENTS

Historically, ~~the largest portion of~~ our business has ~~come~~been ~~from~~dominated by three key clients, ~~Client~~and A,2024 ~~Client~~was Cno ~~and~~exception ~~Client~~as D.our Intop ~~2021, those~~ three clients accounted for $1115,~~970,~~264 ~~or 45~~representing 63.6%, of ~~2021~~our total revenue. ~~But over the past two years, that same level~~ of ~~reliance, revenue greater than~~ $323,~~000 has come from two clients, Client C and Client D, with $8,643 in revenue in 2023 accounting for 40~~982.3% ~~of the revenue.~~ In 2023, ~~Client C became~~ the ~~number~~same ~~one~~three ~~contributor~~clients tocontributed ~~revenue with~~ $510,~~395,~~618 ~~which~~or ~~was a 6~~49.85% ~~improvement~~of ~~over~~our ~~2022~~total ~~when~~revenue itof ~~produced~~ $521,~~052~~451.

InThe ~~terms~~$4,646 ofincrease in revenue ~~contribution~~from byour ~~clients~~top ~~representing~~three ~~10%~~clients orsignificantly ~~more~~outpaced inour overall revenue, ~~Client~~growth Cof ~~represented~~$2,531 25in 2024.1% ofAs ~~our~~a ~~2023~~result, their ~~revenue~~share ~~compared with~~of ~~19.6%~~total inrevenue ~~2022.~~rose ~~Meanwhile,~~by ~~Client~~14.1 Dpercentage ~~pitched~~points, infrom 1549.15% ofin ~~our~~ 2023 ~~revenue~~to ~~compared with 12~~63.96% in ~~2022~~2024.

No other client exceeded 10% of revenues in ~~2023~~2024.

~~Client~~Our A,top ~~now~~five ~~number~~customers 4represented ~~in revenue, declined 42~~74.94% ~~to $1,755 as their use~~ of ~~outsourced~~our ~~media~~revenue ~~personnel~~in ~~decreased~~2024 ~~coupled~~compared ~~with conversions of long-term contract employees~~ to ~~direct~~61.9% ~~hires~~in 2023.

From a ~~revenue~~top ~~concentration~~10 ~~standpoint~~perspective, revenue from our top ~~five~~10 ~~customers~~clients ~~represented~~totaled 64$21,612 which represents 90.31% of our revenue in ~~2023~~2024 compared towith 66$18,526, representing 86.04% of revenue in ~~2022~~the year ending December 31, 2023.

~~From~~As aof ~~top~~December 1031, ~~perspective~~2024, ~~revenue~~three ~~from~~clients ~~our~~each ~~top~~accounted for 10% ~~clients~~or ~~totaled~~more ~~$18~~of our A/R,~~526~~ ~~which~~collectively ~~represents~~representing 8680.47% of ~~our~~the ~~revenue~~total. inThis ~~2023~~is an ~~compared~~increase ~~with~~from ~~$22,095, representing~~the 85top three’s 74.94% concentration of ~~revenue~~A/R inon ~~the year ending~~ December 31, ~~2022~~2023.

Collectively, Client D (42.2%), Client C (19.9%), and Client A (12.3%) represent 74.4% of accounts receivable as of December 31, 2023. A year ago, five clients had accounts receivable greater than 10% of the balance representing 88.3% of 2022 accounts receivable.

GROWTH STRATEGY

Maslow’s growth strategy has remained a three-pronged approach with emphasis ofon the 1) Media Staffing market, 2) ~~Corporate and~~ IT Staffing ~~market,~~Creative and Marketing Staffing and 3) EOR expansion.

~~Media~~ Staffing margins ~~are~~remain ~~healthy~~strong, inranging ~~the~~between ~~19.3~~17% ~~range~~and ~~with $2~~20%,~~751~~ inwith revenue reaching $3,301 for the 12-month period ending December 31, ~~2023~~2024, compared to $3,~~176 in~~098 for the same period ~~2022~~in 2023. This ~~represents~~reflects 1213.8% of MMG’s total revenue in 2024, down from 14.4% in 2023. ~~compared~~While staffing revenue increased by $203, its percentage of total revenue declined by 0.7% due to 12a $2,554 (1.39%) rise in ~~2022~~EOR revenue.

~~The~~Our ITMedia ~~and Corporate~~ Staffing ~~business~~revenue ~~segment~~in 2024 was ~~combined~~$3,227 ~~since~~compared ~~our~~to ~~clients’~~$2,751 ~~staffing~~in ~~needs~~2023. ~~extend~~Our ~~beyond~~IT ~~into~~Staffing ~~job~~declined ~~areas~~by ~~where~~$273 from $347 in 2023 to $74 in 2024. In 2024, we ~~are~~were ~~well~~able ~~equipped~~to add to ~~recruit~~our ~~talent~~Sales Team resources that have IT Staffing experience, and we believe we will see an uptick in this segment in 2025.

Our overall Staffing revenue in 2023 was $3,098 compared to $3,468 in 2022. The objective in 2024 is to increase these levels at a steady linear pace, with an emphasis on the immediate needs of our existing clients and prospects. We have access to talent across the business spectrum, and we need to market non-media roles to our many clients who have staffing needs in other functional areas of their business.9

8In 2025, we are expanding our focus to include 1) creative and 2) marketing alongside our 3) core media and 4) IT services. We have updated our website and collateral to reflect these two new categories. We are equipped to recruit for these four categories plus human resources (HR), accounting and finance (A&F) and legal.

~~Maslow’s~~The ~~EOR~~objective ~~approach~~in 2025 is to ~~continue~~increase tothese ~~seek~~levels ~~media-based~~at ~~opportunities~~a ~~given~~steady ~~the~~linear ~~transient~~pace, ~~contingent,~~with ~~and~~an ~~part-time~~emphasis ~~nature~~on ofthe ~~corporate~~immediate ~~media, which~~needs isof ~~conducive~~our toexisting anclients and ~~EOR solution~~prospects. We ~~believe,~~have ~~however,~~access ~~there is an opportunity~~ to ~~leverage~~talent ~~this~~across ~~expertise~~the ~~into~~business ~~other~~spectrum, ~~industries. The~~and ~~client~~we ~~acquisition~~need ~~challenge~~to ~~outside~~market of non-media ~~consists~~roles ~~principally~~to ofour ~~educating~~many ~~prospective~~ clients onwho ~~the merits of the EOR solution~~have ~~over~~staffing ~~other~~needs ~~options, finding the unique opportunities~~ in ~~each industry or within a corporate client that lends itself for an EOR solution, and competition from~~ other ~~providers~~functional areas of ~~EOR~~their ~~services~~business.

~~The~~Maslow’s ~~U.S.~~EOR ~~Department~~approach ~~of Labor (DOL)~~ is ~~modifying~~to ~~Wage~~continue ~~and Hour Division regulations~~ to ~~replace~~seek ~~its~~media-based ~~analysis~~opportunities ~~for~~given ~~determining employee or independent contractor classification under~~ the ~~Fair~~transient, ~~Labor~~contingent, ~~Standards~~and ~~Act~~part-time ~~(FLSA).~~nature ~~This~~of ~~final~~corporate ~~ruling~~media, which ~~will~~is ~~address~~conducive ~~how~~ to ~~determine whether a worker is properly classified as~~ an ~~employee~~EOR orsolution. ~~independent~~We ~~contractor~~continue ~~under~~to ~~the FSLA. In 2022~~believe, ~~the DOL proposed a new~~however, ~~yet-to-be-enacted~~that ~~rule on~~there ~~how to determine who~~ is an ~~employee~~opportunity orto ~~independent~~leverage ~~contractor~~this ~~under~~expertise ~~the~~into other ~~FLSA~~industries. ~~This~~The ~~new~~client ~~DOL~~acquisition ~~rule~~challenge ~~will~~outside ~~replace~~of ~~the~~media ~~2021~~consists ~~rule~~principally ~~with~~of ~~a multifactor~~educating ~~approach~~prospective ~~intended~~clients toon ~~reduce~~ the ~~misclassification~~ merits of ~~employees~~the asEOR ~~independent~~solution ~~contractors~~over ~~and~~other ~~provide~~options, ~~greater~~finding ~~clarity~~unique ~~to employers~~opportunities ~~who~~in ~~engage~~each (industry or ~~wish~~within toa ~~engage)~~corporate ~~with~~client ~~individuals~~that ~~who~~lends ~~are in business~~ itself for ~~themselves.~~an ~~The~~EOR ~~final~~solution, ~~ruling~~and iscompetition ~~likely~~from toother beproviders ~~announced in~~of ~~2024~~EOR services.

~~This~~The ~~rule~~constantly ~~change~~evolving landscape and avariability ~~more~~of ~~aggressive~~state ~~enforcement~~labor ~~thereof~~regulations ~~could~~have ~~and~~underscored ~~should~~the ~~create~~importance ~~greater~~of ~~incentive~~the Employer of Record (EOR) model, particularly for ~~companies~~organizations tothat ~~virtually~~prioritize ~~eliminate~~compliance. Per the American Staffing Association (ASA), equal pay and benefits ~~their~~litigation ~~risk~~in ofNew ~~noncompliance~~Jersey byand ~~outsourcing~~Illinois ~~their~~could ~~1099~~influence ~~contractors~~other tostates. anRegulatory ~~EOR~~issues ~~company~~to ~~who~~watch ~~hires~~include ~~the~~wage ~~1099s~~and hour, ~~places~~paid ~~them~~leave, ondata privacy, ~~its~~pay ~~payroll~~transparency, ~~and~~ ~~then~~noncompete ~~leases~~agreements, ~~their~~AI, ~~services~~worker toclassification, ~~those~~I-9, ~~companies~~and immigration.

~~Given~~On ~~the~~January ~~DOL~~10, ~~rule~~2024, ~~change~~the isU.S. ~~more~~Department ~~likely~~of ~~than~~Labor ~~not~~(DOL) ~~going~~published toa befinal ~~more~~rule ~~restrictive~~modifying in its ~~classification~~Wage ofand aHour ~~1099~~Division ~~worker,~~regulations ~~creates~~to ~~an opportunity~~replace ~~for~~its ~~EOR~~analysis asfor ~~more~~determining ~~desirable~~employee ~~solution~~or toindependent ~~companies~~contractor ~~that~~classification ~~are~~under ~~looking~~the ~~for~~Fair ~~more~~Labor ~~agile~~Standards ~~ways~~Act of(FLSA), ~~changing~~with ~~the~~a ~~headcount and nature of portions~~six-factor if“economic ~~not~~reality” ~~all~~test, ofthat ~~their~~went ~~workforce~~into ineffect anMarch ~~expeditious~~11, ~~and low risk manner~~2024.

~~Thus,~~This werule ~~expect~~change was designed to ~~explore~~reduce ~~expanding~~the ~~our~~risk ~~EOR~~that ~~segment~~employees are misclassified as independent contractors, as according to ~~enter~~the ~~new~~Department of ~~industries~~Labor, ~~particularly~~the ~~those~~misclassification ~~that~~of ~~rely~~employees ~~significantly~~as onindependent contractors ~~or freelancers~~may todeny ~~perform~~workers ~~limited~~minimum ~~time~~wage, orovertime ~~project-based~~pay, ~~assignments~~and other protections. An Toaggressive ~~that~~enforcement ~~end,~~of ~~Maslow~~this ~~continues~~“final torule” ~~add~~could ~~industry~~and ~~expertise~~should create greater incentive for companies to ~~our~~virtually ~~sales,~~eliminate ~~client~~their ~~and~~risk ~~human~~of ~~services~~noncompliance by outsourcing their 1099 contractors to an EOR company, ~~and~~such ~~recruiting~~as ~~teams~~ours, ~~for~~who hires the ~~purpose~~1099s, ofand ~~managing~~then ~~the~~leases their ~~challenging~~services ~~EOR~~to ~~business~~those companies.

~~Once~~Given the ~~Company~~DOL isrule ~~able~~change tois ~~issue~~more ~~additional~~likely ~~shares,~~than wenot ~~plan~~going to ~~tap~~be ~~the~~more ~~capital~~restrictive ~~markets~~in toits ~~pursue~~classification anof ~~aggressive~~a ~~but~~1099 ~~disciplined acquisition growth strategy~~worker, ~~both~~it increates ~~terms~~an ~~of using shares~~ opportunity for ~~raising~~EOR ~~capital and~~ as ~~currency~~a tomore ~~acquire~~desirable ~~additional~~solution ~~businesses~~to ascompanies ~~was~~that ~~our~~are ~~intent when~~looking wefor ~~merged~~more ~~with~~agile ~~Reliability~~ways inof ~~October~~changing ~~2019. We believe that~~ the ~~staffing/EOR~~headcount ~~segment is fragmented,~~ and ~~while~~nature ~~there~~of ~~are several large~~portions ~~players~~if innot ~~the~~all ~~industry,~~their ~~there~~workforce ~~are also a sizable number of smaller businesses that would make ideal acquisition targets. These businesses are often limited~~ in ~~geographic scope or are specialized within~~ an ~~industry.~~expeditious ~~Meanwhile, we continue to foster organic growth through new sales to new~~ and ~~existing~~low ~~customers~~risk manner.

Thus, we expect to explore expanding our EOR segment to enter new industries, particularly those that rely significantly on contractors or freelancers to perform limited time or project-based assignments. To that end, Maslow continues to add industry expertise to our sales, client services, human resources, and recruiting teams for the purpose of managing the complex EOR business.

Once the Company is able to issue additional shares, we plan to tap the capital markets to pursue an aggressive but disciplined acquisition growth strategy, both in terms of using shares for raising capital and as currency to acquire additional businesses as was our intent when we merged with Reliability in October 2019. We believe that, while the staffing/EOR segment is fragmented, and there are several large players in the industry, there are also a sizable number of smaller businesses that would make ideal acquisition targets. These businesses are often limited in geographic scope or are specialized within an industry. Meanwhile, we continue to foster organic growth through new sales to new and existing customers.

At present, the Company does not have any authorized shares that are not issued. No shares are expected to become available to the Company until an amendment to the Company’s Certificate of Formation to increase the number of authorized shares of Common Stock or a stock split of the outstanding shares of Common Stock is approved. Such approval may not likely occur until the Vivos Matter is completely resolved. Following the Merger, the Vivos Group, which holds over 80 percent of the issued and outstanding shares of Common Stock, notified the Company that they would not approve an amendment to the Company’s Certificate of Formation to increase the number of authorized, but unissued, shares of Common Stock. As a result, the Company has not been able to execute its business plan.

As stated above under “Our Industry,” the trend for staffing expertise in the areas of AI, gig, cloud services, VMS/MSP, plus the expected need in fields like biotech and healthcare, are of interest to Maslow. We will continue to embrace this trend and look to expand our capabilities, which we believe will open new markets for us.10

As stated above under “Our Industry,” the trend for staffing expertise in the areas of AI, gig, cloud services, and VMS/MSP, plus the expected need in fields like biotech and healthcare, are of interest to Maslow. We will continue to embrace this trend and look to expand our capabilities, which we believe will open new markets for us.

Additionally, we will continue to invest in technology and process improvements and resources to grow the staffing side of our business and to ensure that we operate at optimal productivity and performance and are able to quickly adapt if operations scale up.

In late ~~2023~~2024, we began using ADP as our payroll processor, which brings workforce management cloud services that enable us to better manage our HR benefits, timecards, scheduling, payroll records, and applicant tracking. This new partnership was implemented to help improve both our employee and client experiences, while creating operational efficiencies and improved reporting.

9COMPETITIVE LANDSCAPE AND DIFFERENTIATION

~~COMPETITION~~The staffing services market is highly fragmented and intensely competitive, with relatively low barriers to entry. We compete at national, regional, and local levels against both full-service and specialized staffing firms. Many of our competitors possess significantly greater financial and marketing resources, allowing them to scale operations and invest in technology at a faster pace. The competitive nature of the industry continues to exert downward pressure on pricing, and we anticipate this trend will persist.

~~The~~Key ~~staffing~~competitive ~~services~~factors ~~market~~in isattracting ~~highly~~top-tier ~~fractured~~candidates ~~and~~for ~~competitive~~temporary ~~with~~and ~~limited~~contract ~~barriers~~assignments toinclude ~~entry.~~competitive Wepay ~~compete~~rates, injob ~~national~~availability, assignment ~~regional~~duration, and ~~local markets~~responsiveness ~~with~~to ~~full-service~~placement ~~and~~requests. ~~specialized~~Additionally, ~~temporary~~client ~~staffing~~retention ~~companies.~~depends ~~Some~~on of our ~~competitors~~ability ~~have~~to ~~significantly~~consistently source ~~more marketing~~ and ~~financial~~ ~~resources~~place ~~than~~high-quality wecandidates ~~do.~~who ~~The~~meet ~~elevated~~specific ~~level~~client ofneeds ~~competition~~ in ~~the~~a ~~industry~~timely ~~continues~~manner. toWhile ~~put~~we ~~downward~~believe ~~pressure~~we oncompete ~~pricing~~effectively ~~for services~~in ~~being~~these ~~offered.~~areas, Weincreasing ~~expect~~competition ~~that~~may ~~the~~further ~~level~~challenge ofmargins ~~competition~~across ~~will~~the ~~remain high~~industry.

~~The~~To ~~principal~~maintain ~~competitive~~a ~~factors~~sustainable inadvantage, ~~attracting~~we ~~qualified~~recognize ~~candidates~~the ~~for~~evolving ~~temporary~~role ~~assignments~~of ~~are~~digital ~~pay~~staffing ~~rates,~~platforms ~~availability~~and ofthe ~~assignments, duration~~rise of ~~assignments~~human cloud services. However, ~~and~~we ~~responsiveness~~firmly tobelieve ~~requests~~that ~~for~~technology ~~placement~~alone cannot replace the value of strong personal relationships. ~~Client~~MMG’s ~~retention~~core isstrength lies ~~highly~~in ~~predicated~~blending onhuman ~~being~~connection ~~able~~with modern technological advancements. Our ability to ~~source~~integrate ~~quality~~emotional intelligence with data-driven ~~candidates~~staffing ~~that~~solutions ~~meet~~positions ~~their~~us ~~specific~~uniquely ~~requirements~~in the marketplace. By continuing to invest in aexperienced ~~timely~~career ~~manner.~~professionals ~~Although~~who weunderstand the ~~believe~~nuances weof ~~compete~~the ~~favorably~~EOR ~~with~~model ~~respect~~and toour ~~these~~client ~~factors~~needs; while leveraging cutting-edge digital tools, we ~~expect~~create ~~competition~~a tohybrid ~~continue~~approach tothat ~~increase,~~enhances efficiency ~~which~~without ~~may~~sacrificing ~~cause~~the ~~margin~~personalized ~~compression~~service that defines our brand.

~~While~~This ~~recognizing~~fusion ~~the~~of ~~need~~high-tech tocapabilities ~~continue implementation~~ and ~~awareness~~client-centric inengagement ~~human~~remains ~~cloud services as referenced, we believe~~ our ~~competitive~~key ~~advantage is underpinned by human relationships and interactions~~differentiator, ~~and~~allowing ~~that~~us ~~online~~to ~~staffing~~deliver ~~will~~superior ~~never fully replace relationships built on personal~~workforce ~~touch.~~solutions ~~This~~while ~~plays~~maintaining ~~into~~strong, ~~MMG’s~~long-term ~~strength as our underlying client business relies on these personal~~ relationships ~~such to be successful, leading us to continue to hire career professionals who are able to parlay the emotional intelligence needed~~ with ~~ever~~both ~~evolving~~clients ~~modern technology. We see this hybrid of technology~~ and ~~client centricity to be our competitive advantage~~candidates.

~~SEASONALITY~~INDUSTRY CYCLICALITY AND REVENUE TRENDS

The staffing industry has historically been cyclical, often ~~acting~~serving as ana leading indicator of ~~both~~ economic ~~downturns~~fluctuations. ~~and~~During ~~upswings.~~periods ~~Staffing~~of ~~clients~~economic ~~tend~~expansion, tostaffing ~~use~~clients typically rely on temporary staffing to supplement their existing ~~workforces~~workforce, ~~and~~transitioning ~~generally~~to ~~hire~~ direct ~~workers~~ hires when long-term demand is ~~expected to increase~~anticipated. ~~Consequently~~Conversely, ~~our~~during ~~revenues~~economic ~~tend to increase quickly when the economy begins to grow and~~downturns, ~~conversely,~~temporary ~~our~~staffing ~~revenues~~needs ~~may~~tend ~~decrease quickly when the economy begins~~ to ~~weaken.~~decline ~~Other~~rapidly factors include the timing of recurring annual client events or sporting seasons which last a defined period of time throughout the year. In the past four years, including 2023, the fourth quarter has been our busiest with 29% of our annual revenue being the average. This is because of the fall schedule and year-end projects planned by several large clients. However, in the last two years, our December revenue has been uncharacteristically low as ~~many of our clients are shutting down their~~companies ~~media~~scale back operations ~~during~~ and ~~around~~reduce ~~the~~workforce ~~holidays~~expenses.

Beyond broader economic trends, our revenue patterns are also influenced by seasonal factors such as recurring annual client, sporting, and political events, election cycles, and sporting seasons, all of which drive demand for short-term staffing solutions. Over the past four years, including 2024, the fourth quarter has consistently been our busiest, contributing an average of 27.9% of our annual revenue. This increase is largely attributed to the fall event schedule and year-end projects initiated by several key clients.

However, a notable shift has emerged in recent years, with December revenues declining as more clients opt to suspend media operations around the holiday period. This evolving trend underscores the importance of diversifying our client base and service offerings to mitigate seasonal revenue fluctuations and maintain steady growth throughout the year.

By continuously monitoring economic conditions and adapting our service model to evolving client needs, we aim to position ourselves for resilience and sustained success in an increasingly dynamic staffing landscape.

AVAILABLE INFORMATION

We file electronically with the SEC our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Our website address is www.maslowmedia.com. The information included on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. We will make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have filed or furnished such material to the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference room at 100 F Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. Furthermore, we will provide electronic or paper copies of filings free of charge upon written request to our Chief Financial Officer.

ITEM 1A. RISK FACTORS

There are numerous and varied risks that may prevent us from achieving our goals, including those described below. You should carefully consider the risks described below and the other information included in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. Our business, financial condition, and ~~our~~ 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, ~~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. 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. All dollar amounts presented in this Form 10-K, unless otherwise specified, are expressed in thousands.

An investment in our Common Stock should be considered high risk.

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

We face risks related to health pandemics, wars, inflation, and other widespread outbreaks of contagious disease, ~~including~~such as COVID-19 and ~~its~~ its variants, or other potential causes of global instability which could significantly disrupt our operations and impact our financial results.

~~The~~Impact ~~demand for staffing services has been and will be significantly affected by general economic conditions. The trend~~ of ~~companies~~Economic ~~allowing remote~~Conditions 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 inPublic ~~some~~Health we may not have the opportunity. 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 others. Our executive management team continues to track COVID-19 news and developments, including the deployment of vaccines.Factors

The 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. With 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.

Future 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.

RISKS RELATED TO OUR COMPANY

Disputes between Reliability and the Vivos Group put our growth plans on hold as Reliability cannot tap the public markets for capital.

Approximately 84.4% of Company’s Common Stock is owned by two groups of related parties (“Vivos Group”), ~~set~~as ~~forth~~outlined below. However, during ~~however~~the ~~their~~period ~~ownership has~~of ~~been~~receivership, ~~the~~Vivos ~~subject~~Group owners or holders of anall common stock shares are ineligible to vote those shares per the arbitration awards (see Item 3).

Name	Directly Owned Shares of Common Stock		Percentage			Beneficial ownership of Common Stock		Percentage
Naveen Doki		10,138,882		3.4	%		202,634,728		67.5	%
Silvija Valleru		4,972,644		1.7	%		50,657,482		16.9	%
Shirisha Janumpally		192,495,846		64.2	%		202,634,728		67.5	%
Kalyan Pathuri		45,684,838		15.2	%		50,657,482		16.9	%
Totals		253,292,210		84.4	%

Related Party Indebtedness; Default.

Prior to the Merger, shareholders of Vivos (“Vivos Debtors”), directly and through affiliated entities, borrowed ~~amounts~~funds from Maslow (the “Related Party Debt”). ~~that~~As ~~reached~~of anDecember 31, 2019, the aggregate outstanding balance (including principal and ~~interest) as of December~~interests ~~31,~~was ~~2019 of~~ approximately $4,169.

The Related Party Debt is currently in default, and as of December 31, ~~2023~~2024, had a balance of $5,~~501~~847. In August 2022, Maslow learned it had prevailed in arbitration against the Vivos Group. In May and October of 2023, the Company ~~was~~secured ~~afforded~~ three supplemental awards. On ~~January~~ January 29, 2024, ~~the~~these ~~three~~ arbitration awards entered as judgments in Reliability’s case against the Vivos Group, ~~became~~allowing ~~final giving Reliability collectible judgments which~~ the appointed Receiver ~~is now eligible~~ to pursue collection efforts.

~~While~~Additionally, prior to the ~~Company~~Merger, ismembers ~~optimistic~~of ~~that~~the itVivos ~~will~~Group ~~recover~~incurred ~~the~~financial ~~amounts~~obligations ofthrough ~~the~~their ~~award,~~other ~~failure~~business ventures and caused Maslow to ~~recover~~become ~~the~~co-obligor ~~Related~~or ~~Party~~guarantor, ~~Debt~~pledging ~~could~~Maslow’s ~~have~~assets aas ~~material adverse~~security. ~~effect~~In on2021, Maslow paid approximately $450 to satisfy obligations incurred before the ~~Company~~Merger.

11In 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.

InUnbeknownst ~~addition, prior~~ to ~~the~~MMG ~~Merger~~management, ~~some~~SWC ofcountersued ~~the~~all ~~Vivos~~plaintiffs ~~Group~~on ~~incurred~~September ~~obligations~~30, at2019, aseeking ~~number~~to ofcollect ~~other~~an ~~businesses~~unpaid ~~they~~balance ~~owned~~of ~~and~~$403. ~~caused~~This ~~Maslow~~litigation towas ~~become~~not ~~obligated~~disclosed ~~thereon~~to asMaslow ~~co-obligor~~management or ~~guarantor~~Reliability ~~and~~prior ~~pledged~~to ~~assets~~the ofMerger’s ~~Maslow~~closing toon ~~secure~~October ~~certain~~29, of2019. ~~these~~On ~~obligations.~~December In18, ~~2021~~2024, ~~Maslow~~MMG ~~paid~~and ~~approximately~~other ~~$450~~original inparties ~~satisfaction~~settled ofwith ~~obligations~~Second ~~incurred~~Wind ~~before~~Consultants. ~~the~~MMG’s ~~Merger~~portion was $10.

~~In September~~It ~~2022,~~is ~~MMG~~highly ~~learned~~likely that athe ~~Vivos~~initial ~~IT, LLC lawsuit against Second Wind Consultants (“SWC”) in May 2019 included MMG~~portion ~~as a plaintiff. The lawsuit brought claims~~ of ~~fraud in~~ the ~~inducement,~~recovered ~~unjust~~arbitration ~~enrichment,~~award ~~and~~will ~~other~~be ~~monetary~~in ~~claims~~shares ~~against~~of ~~SWC.~~our ~~The~~common ~~five parties~~stock ~~suing~~rather ~~SWC~~than ~~included Vivos IT~~cash, ~~LLC,~~which ~~Maslow~~could ~~Media~~negatively ~~Group,~~impact ~~Inc., Suresh Venkat Doki, Naveen Doki, and Silvija Valleru. The lawsuit 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,~~Company’s ~~Inc.,~~liquidity and USworking ~~IT Solutions, Inc~~capital. 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.

~~Maslow~~As of December 31, 2024, the Vivos Group’s outstanding ~~retained~~Notes ~~counsel~~Receivable ~~filed~~obligation awas ~~motion~~$5,847. However, the composition of Vivos Group assets available to ~~include~~settle ~~all~~this ~~original~~obligation ~~parties~~remains uncertain. Management anticipates that common stock will be used to satisfy the ~~SWC~~initial ~~agreement,~~portion of the overall liability. With awarded legal fees and inthe ~~March~~fraud ~~2024,~~award ~~SWC~~of ~~petitioned~~$1,000, the ~~court~~total ~~for a~~liability ~~summary~~as ~~judgment~~of toFebruary ~~which~~28, ~~MMG~~2025, ~~filed~~was ~~opposition~~$8,280.

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

Maslow, subsequent to the Merger with Reliability, discovered that unbeknownst to them at the time of origination that it was guarantor or direct obligor for loans, advances, or other liabilities for the benefit of the Vivos Group and related entities. For example, we became aware 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 may have liability as a result of these arrangements that are not known to the management of Maslow. These liabilities could have a material adverse effect on the Company and the value of the Common Stock. Reliability periodically runs lien checks to detect if there are any other new uncommunicated pre-existing liabilities on the record.

The Arbitration outcome could lead to a new shareholder base where the new affiliated parties decide a different strategic direction for the Company and take appropriate action.

If a new shareholder base is the outcome of the arbitration, a new shareholder base may decide to change the strategic direction of the Company in a significant way. This might include, but is not limited to, capitalization plans, whether the Company remains a public company, merger and acquisition plans, corporate structure, and executive management.

The success of our business depends on our ability to attract and retain qualified employees that possess the skills demanded by clients and intense competition may limit the ability to attract and retain such qualified employees.

For the Company’s staffing, executive recruiting, and video production services, the success of the Company depends on the ability to attract and retain qualified employees who possess the skills and experience necessary to meet the requirements of clients or to successfully bid for new client projects. 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 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.

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

Because the majority of our revenues currently come from EOR services, a substantial portion of our success depends on the willingness of clients to 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. Companies may not engage us for other reasons, including a desire to maintain control over all aspects of their HR activities, a belief that they manage their HR activities more effectively using their internal administrative organizations, perceptions about the expenses associated with our services, perceptions about whether our services comply with laws and regulations applicable to them or their businesses, 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. This has had a modest impact on our business with a few clients. Additional concerns or ~~considerations~~ 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~~ Company and solution are less well-known. If we are not successful in addressing potential clients’ concerns and convincing companies ~~that~~ 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~~ not grow.

Any significant or prolonged economic downturn could result in clients using fewer staffing and executive recruiting services offered by the Company, terminating their relationship with the Company, or becoming unable to pay for services on a timely basis or at all.

Because demand for the types of services our Company offers is sensitive to changes in the level of economic activity, the Company’s business 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. Consequently, as economic activity begins to slow down, it has been the Company’s experience that companies tend to reduce their use of our services, resulting in decreased revenues and profit levels. In addition, the Company may experience pricing pressure during economic downturns, which could have a negative impact on the results of operations. Further, many of our clients are corporate media departments and broadcast networks. As a result, any industry downturn that affects these kinds of companies could have a major effect on our business.

The deterioration of the financial condition and business prospects of clients could reduce their need for the staffing and executive recruiting services we provide and could result in a significant decrease in the Company’s revenues and earnings derived from these clients. In addition, during economic downturns, companies may slow down the rate at which they pay their vendors, seek more flexible payment terms, or become unable to pay their debts as they become due.

In late 2022 and early 2023, some of our clients announced layoffs, which led to a reduced usage of our staff in ~~2023~~2024. Our two largest clients, however, increased their business as measured by revenue by 2% and 6%, respectively, in ~~2023~~2024 over ~~2022~~2023.

~~State~~In 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 past2023, ~~and~~two ~~may in the future, result in a higher occurrence~~ of ~~unemployment~~our ~~claims resulting~~top in20 ~~higher~~clients ~~state~~informed ~~unemployment~~us ~~tax~~they ~~rates.~~were ~~This~~scaling ~~would~~back ~~result~~their inmedia ~~higher~~operations ~~direct~~due ~~costs~~ to usfinancial hardship. ~~In addition~~Thus, ~~many~~revenues ~~states~~for ~~unemployment~~these ~~funds~~two ~~were~~clients ~~depleted~~declined ~~during the recent economic downturn and many states have borrowed from the federal government under the Title XII loan program. Employers~~ in ~~all~~revenue ~~states~~by ~~receive~~ a ~~credit~~combined ~~against~~$492 ~~their~~in ~~federal~~2024 ~~unemployment~~over ~~tax~~2023 ~~liability if the employer’s federal unemployment tax payments are current~~ and ~~the~~an ~~applicable~~additional ~~participating~~$56 ~~state~~when iscomparing ~~also~~2024 ~~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~~2022.

State 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 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.

The 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.

Our business ~~often~~model ~~entails~~involves employing individuals and placing such individuals in our clients’ workplaces. ~~The~~However, the Company’s ~~ability~~has tolimited control over the ~~workplace~~work ~~environment~~environments ofat ~~clients~~client ~~is limited~~locations. As the employer of record ~~of these employees~~, the Company ~~incurs~~assumes acertain ~~risk~~risks ofand potential ~~liability~~liabilities related to ~~its~~workplace ~~employees~~incidents ~~and~~involving ~~clients~~both ~~for~~employees ~~various~~and ~~workplace events~~clients, including:

● claims of misconduct or negligence on the part of employees; ● discrimination or harassment claims against employees, or claims by employees of discrimination or harassment by clients or the Company; ● immigration-related claims; ● claims relating to violations of wage, hour, and other workplace regulations; ● claims related to wrongful termination or denial of employment; ● violation of employment rights related to employment screening or privacy issues; ● claims relating to employee benefits, entitlements to employee benefits, or errors in the calculation or administration of such benefits; and ● possible claims relating to misuse of clients’ confidential information, misappropriation of assets, or other similar claims.

● discrimination or harassment claims against employees, or claims by employees of discrimination or harassment by clients or the Company; ● immigration-related claims; ● claims relating to violations of wage, hour, and other workplace regulations; ● claims related to wrongful termination or denial of employment; ● violation of employment rights related to employment screening or privacy issues; ● claims relating to employee benefits, entitlements to employee benefits, or errors in the calculation or administration of such benefits; and ● possible claims relating to misuse of clients’ confidential information, misappropriation of assets, or other similar claims.

The Company may incur fines and other losses and negative publicity with respect to any of these situations. Some of the claims may result in litigation, which is expensive and distracts attention from the operation of ongoing business.

The Company assumes the obligation to make wage, tax, and regulatory payments for our employees, and, as a result, is exposed to client credit risks.

The Company generally assumes responsibility for and manages the risks associated with employees’ payroll obligations, including liability for payment of salaries, wages, and certain taxes. These obligations are fixed, whether clients make payments as required by service contracts with the Company, which exposes the Company to credit risks of clients.

Workers’ compensation costs for employees may rise and reduce our margins and require more liquidity.

The Company is responsible for, and pays, workers’ compensation costs for individuals employed by the Company – both regular staff and client employees for which the Company is the employer of record. At times, these costs have risen substantially as a result of increased claims and claim trends, general economic conditions, changes in business mix, increases in healthcare costs, and government regulations. 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.

We currently depend on ~~two~~five ~~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~~five customers would significantly reduce our net revenue and adversely impact our operating results.

~~Revenue~~In ~~reliance~~2024, inrevenue ~~2023~~reliance was concentrated onamong ~~two~~five key clients, compared to ~~2022~~seven ~~when~~in it2023 ~~was~~that ~~four~~each ~~clients~~contributed ~~delivering~~more 10than 5% orof ~~more the~~ total revenue. ~~The~~ ~~top~~In ~~two~~2024, ~~revenue~~three ~~producing~~ clients incontributed ~~2023,~~10% ~~Clients~~or Cmore ~~(25.1%)~~of ~~and~~total Drevenue ~~(15.1%),~~with ~~produced~~the 40top two accounting for 49.35% of ~~the~~total revenue ~~whereas~~and ~~in 2022, Clients~~our Ctop ~~(19.6%),~~client Dalone ~~(12~~representing 26.9%~~), A (12~~.~~0%),~~ ~~and~~The Btop ~~(14.4%)~~five ~~brought~~clients incollectively 58generated 74.84% of ~~the~~total revenue.

~~When~~In ~~comparing~~2023, ~~the~~two ~~top~~clients ~~four~~exceeded ~~irrespective~~the ~~of a~~ 10% revenue threshold, ~~the~~contributing ~~four~~a ~~clients~~combined ~~produced 57~~40.73%, ~~in 2023 compared~~ with the ~~aforementioned~~top ~~2022~~client ~~total of~~responsible 58for 25.81%.

InThe ~~terms~~loss of ~~accounts~~or ~~receivable~~a ~~balances~~substantial onreduction ~~December~~in ~~31,~~business ~~2023,~~from ~~Client~~these Dcustomers ~~had~~would ~~42.2%~~have ~~compared~~a tosignificant ~~21.7%~~negative ~~for~~impact ~~the~~on ~~same~~our ~~period~~business ~~2022.~~and ~~Client C~~our ~~had~~operating 19results.9% ~~and~~We ~~Client~~may Anot ~~had~~be ~~12.3%,~~successful ~~respectively~~ in ~~2023,~~finding ~~compared~~a toclient ~~Client~~or ~~C’s~~clients ~~18.5%~~that ~~and~~could ~~Client~~replace ~~A’s~~the ~~13.7%~~level of ~~accounts receivable~~loss ~~on December 31, 2022. Client B had the largest share~~ of ~~accounts~~these ~~receivable on December 31~~customers, ~~2022 with 33.7%. But on~~and ~~December~~as 31such, ~~2023,~~it ~~Client~~could Bhave ~~had only~~ a ~~3.6%~~negative ~~share~~impact ofon ~~the~~our ~~accounts~~revenue ~~receivable.~~and ~~Client~~results ~~B’s~~of ~~drop~~operations ~~was because Client B was eligible~~ for ana ~~early~~prolonged ~~payment discount which was taken~~period.

The 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.

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

The business of the Company involves the use, storage, and transmission of information about employees and clients. 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~~ 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.

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

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

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

The 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.

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

Government regulation could negatively impact the business.

The Company’s business is subject to various government regulations in the jurisdictions in which it operates. Currently, the Company has clients and places employees in all 50 U.S. states. Due to the wide scope of the Company’s operations, the Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry, such as the imposition of additional licensing or tax requirements. Failure to comply with the legal regulations in places where we do business, or the regulatory prohibition or restriction of employment services, could lead to ~~financial~~ financial liability and regulatory action against the Company, which could significantly harm our development as a business.

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

The Company may face competition from other companies that offer similar solutions. Some of these potential competitors may have longer operating histories, greater brand recognition, larger client bases, and significantly greater financial, technical, and marketing resources than the Company possesses. These advantages may enable such competitors to respond more quickly to new or emerging trends and changes in customer preferences. These advantages may also allow them to engage in more extensive market research and development, undertake extensive far-reaching marketing campaigns, adopt more aggressive pricing policies, and make more attractive offers to potential customers, employees, and strategic partners. Increased competition may result in price reductions, reduced gross margin, and loss of market share. The Company may not be able to compete successfully, and competitive pressures may adversely affect its business, results of operations, and financial condition.

The staffing industry is highly competitive with low barriers to entry which could limit the Company’s ability to maintain or increase our market share or profitability.

The staffing services industry is highly competitive with limited barriers to entry. Although we specialize in EOR and ~~providing~~provide staffing ~~services~~ 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.

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

● Invest in innovative technologies; ● Be more competitive in cash ~~and price~~ paid for acquisitions; ● Devote greater resources to sales and marketing; ● Aggressively price products and services below market rates; and ● Offer better benefit packages that we may not be able to match.

The Company is subject to the potential factors of market and customer changes, which could result in our inability to timely respond to the needs of our clients.

The business of the Company is susceptible to rapidly changing preferences of the marketplace and its customers. The needs of customers are subject to constant change. Although the Company intends to continue to develop and improve its services to meet changing customer needs of the marketplace, there can be no assurance that funds for such expenditures will be available or that the Company’s competition will not develop similar or superior capabilities or that the Company will be successful in its internal efforts. The future success of the Company will depend in part on its ability to respond effectively to rapidly changing trends, industry standards, and customer requirements by adapting and improving the features and functions of its services. In the Company’s industry, failure by a business to adapt to the changing needs and demands of customers is likely to render the business obsolete.

Negative publicity could adversely affect our business and operating results.

Negative 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~~ 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.

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

The business model of the Company involves significant costs of services, resulting in a lower gross and net margin on revenues than many staffing businesses derive. 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 since 2015. 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 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 Item 6). The Company hopes and expects that as its business expands, it will enjoy economies of scale resulting in higher operating ~~and~~ and net margins and improved cash flows, but there is no guarantee this will occur.

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

We have ongoing needs for working capital in order to fund operations, pay costs associated with being a public company, and to continue to expand our operations. To that end, we will be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. There is a potential that we will continue to lack shares of Company Common Stock available for equity financing. If additional debt is incurred, the Company may fail to comply with the terms of such financing, which could result in significant liabilities for our Company. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below the prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations. Our plan is to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be in terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

Our acquisition strategy creates risks for our business.

We expect that we will pursue acquisitions of other businesses, assets, or technologies to grow our business. We may fail to identify attractive acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If we are unable to complete acquisitions in the future, our ability to grow our business at our anticipated rate will be impaired.

We may pay for acquisitions by issuing additional shares of Common Stock, if such shares become available, which would dilute our shareholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. Most acquisitions will include “Earn Out” provisions which ensure adequate generation of revenue and profits, but cash required to pay Earn Outs likely will exceed that total or incremental cash flow generated by the acquired business. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:

	●	difficulties integrating the operations, technologies, services, and personnel of the acquired companies;
	●	challenges maintaining our internal standards, controls, procedures, and policies;
	●	diversion of management’s attention from other business concerns;
	●	over-valuation by us of acquired companies;
	●	litigation resulting from activities of the acquired company, including claims from terminated employees, customers, former shareholders, and other third parties;
	●	insufficient revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies;
	●	insufficient indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions;
	●	entering markets in which we have no prior experience and may not succeed;
	●	risks associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language and cultural differences, compliance with foreign laws and regulations, and general economic or political conditions in other countries or regions;
	●	potential loss of key employees of the acquired companies; and
	●	impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel.

The Company may suffer from a lack of liquidity.

By incurring indebtedness, the Company may subject itself to increased debt service obligations, which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well as carry out its acquisition strategy and other business objectives.

The Company has only been able to secure asset-based lending at this time.

The Company relies on its factoring relationship with Gulf Coast Bank which is based on accounts receivable balance. As of December 31, ~~2023~~2024, Maslow could raise an additional $2,~~624~~151 in cash through factoring. In the past, Maslow ~~has~~ tried to tap non-asset-based lending but the ~~market~~ 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.

The Company services numerous geographic areas, and therefore may be subject to risks such as natural disasters and travel-related disruptions, which may materially adversely affect our business, financial condition, and results of operations.19

WeThe ~~operate~~Company inservices ~~all~~numerous ~~U.S.~~geographic ~~states~~areas and ~~territories~~therefore ~~and~~may inbe ~~numerous~~subject ~~countries~~to ~~around~~risks ~~the~~such ~~world.~~as Tonatural dodisasters ~~so,~~and wetravel-related ~~often send workers to locations~~disruptions, ~~that~~which ~~could~~may bematerially ~~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~~business, ~~vendors,~~financial ~~insurance carriers~~condition, and ~~other~~results ~~contractual~~of ~~counterparties~~operations. ~~Such factors include:~~

●We operate ~~war,~~in ~~terrorist~~all ~~activities,~~U.S. orstates ~~threats,~~and territories and ~~heightened~~in ~~travel~~numerous ~~security~~countries ~~measures~~around ~~instituted~~the inworld. ~~response~~To do so, we often send workers to ~~these~~locations ~~events;~~that could ●be ~~outbreaks~~affected by a range of ~~pandemic~~factors orbeyond ~~contagious~~our ~~diseases~~control orthat ~~consumers’~~could ~~concerns~~adversely ~~relating~~affect our ability to ~~potential~~service ~~exposure~~our toclients. ~~contagious~~These ~~diseases;~~factors could also affect our employees, vendors, insurance carriers, and other contractual counterparties. Such factors include:

18● war, terrorist activities, or threats, and heightened travel security measures instituted in response to these events; ● outbreaks of pandemic or contagious diseases or consumers’ concerns relating to potential exposure to contagious diseases; ● natural disasters, such as hurricanes, fires, earthquakes, tsunamis, tornados, floods, volcanic eruptions and human-caused disasters; ● dangerous weather and even forecasts of severe weather, including abnormally hot, cold, and/or wet weather; ● oil 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; and ● actions or statements by U.S. and foreign governmental officials related to travel and corporate travel-related activities (including changes to the U.S. visa rules) and the resulting public perception of such travel and activities.

●Anyone or ~~natural~~more ~~disasters,~~of ~~such~~these asfactors ~~hurricanes,~~could ~~fires,~~adversely ~~earthquakes,~~affect ~~tsunamis,~~our ~~tornados,~~ability ~~floods,~~to ~~and~~offer ~~volcanic~~services ~~eruptions~~to ~~and~~clients, ~~human-caused~~which ~~disasters;~~could ●materially ~~dangerous~~adversely ~~weather~~affect ~~and even forecasts of severe weather~~our business, ~~including abnormally hot, cold, and/or wet weather; ● oil prices and travel costs and the~~ financial condition ~~of the airline~~, ~~automotive,~~ and ~~other~~results transportation-related industries, any travel-related disruptions or incidents and their impact on travel; and ● actions or statements by U.S. and foreign governmental officials related to travel and corporate travel-related activities (including changes to the U.S. visa rules) and the resulting public perception of ~~such travel and activities~~operations.

Any 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.

A downturn of the U.S. or global economy could result in our clients using fewer workforce solutions or becoming unable to pay us for our services on a timely basis or at all, which would materially adversely impact our business.

Because demand for workforce solutions and services, particularly staffing services, is sensitive to changes in the level of economic activity, our business may suffer during an economic downturn, which can be caused by such events as the COVID-19 pandemic. During periods of weak economic growth or economic contraction, the demand for staffing services typically declines. When demand drops, our operating profit is typically impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses may not decline as quickly as revenues. In periods of decline, we can only reduce selling and administrative expenses to a certain level without negatively impacting our long-term prospects. Additionally, during economic downturns companies may slow the rate at which they pay their vendors, or they may become unable to pay their obligations. If our clients become unable to pay amounts owed to us, or pay us more slowly, then our cash flow and profitability may suffer.

A client’s use of our services may be terminated on short notice, leaving us vulnerable to a significant loss in revenue.

Client 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~~ 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~~impacting to our revenues in ~~2023~~2024. In 2022, our client did not rebid on a government contract, and it ~~was~~ was awarded to another party. The end customer ~~required~~requires a minority or disadvantaged business to own the contract, a requirement that ~~our~~ our Company does not meet. The result was a loss of approximately $130 in revenue in 2022 and $320 in ~~2023~~2024 revenue. A reduction in such ~~needs~~ 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.

Inability to retain or attract new clients.

The growth and profitability of our business is dependent upon our ability to retain and capture new clients. Our ability to achieve success in both areas is reliant in large part on our sales and service organization. If we are unable to execute effectively, or our selected business development efforts falter, we may not be able to attract a significant number of new clients and our existing client base could shrink, resulting in an adverse impact on our revenues and profitability.

Concentration Risk of Customers

Our business relies on relationships with several large customers to generate a large portion of our revenue. This revenue concentration in a relatively small number of customers makes us particularly dependent on factors affecting those companies. ~~Workforce~~Our ~~clients~~top C,four workforce D,clients ~~F, and A~~ made up approximately 5769.75% of our revenues in ~~2023~~2024. Whereas, inour ~~2022,~~top ~~Workforce~~four ~~Clients C, D, B, and A,~~ made up approximately 58 57.87% of our ~~2022~~2023 revenues.

As of December 31, ~~2023~~2024, ~~Clients~~three D,clients C,each ~~and~~with Aover ~~account for approximately 74.4~~10% of our accounts receivable totaled 80.7% compared to the ~~2022~~2023 group of ~~four~~three ~~(Clients C, D, B, and A)~~ which comprised 8773.6% of our receivables as of December 31, ~~2022~~2023.

We 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 results.

RISKS RELATED TO OWNERSHIP OF COMMON STOCK

Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for our shareholders.

The 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:

	●	actual or anticipated fluctuations in our results of operations;
	●	any financial projections we provide to the public, any changes in these projections or our failure to meet these projections;
	●	lack of securities analyst coverage;
	●	effect of applicable “penny stock” rules and FINRA Rule 2111;
	●	failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;
	●	ratings change by any securities analysts who follow our Company;
	●	announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
	●	changes in operating performance and stock market valuations of other business services companies generally, or those in our industry in particular;
	●	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
	●	changes in our board of directors or management;
	●	sales of large blocks of Common Stock, including sales by our executive officers, directors, and significant shareholders;
	●	lawsuits threatened or filed against us;
	●	short sales, hedging, and other derivative transactions involving our capital stock;
	●	general economic conditions in the United States and abroad; and
	●	other events or factors, including those resulting from war, incidents of terrorism, or responses to these events.

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many business services companies. Stock prices of many business services companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business, results of operations, and financial condition.

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

Under 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 met. 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.

The 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 solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

As a result of the Merger described in Item 1.01, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

While we believe that as a result of the Merger, Reliability ceased to be a shell company, the SEC and others whose approval is required for shares to be sold under Rule 144 might take a different view.

Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

	(i)	the issuer of the securities that was formerly a shell company has ceased to be a shell company;
	(ii)	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
	(iii)	the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
	(iv)	at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

Although the Company filed Form 10 Information with the SEC on its Current Report on Form 8-K filed October 29, 2019, shareholders who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company. No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

The issuance of the additional shares of Common Stock could cause the value of Common Stock to decline.

The sale or issuance of a substantial number of shares of Common Stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Further, if we do sell or issue more Common Stock, any investors’ investment in the Company will be diluted. Moreover, the Company has outstanding warrants. The conversion or exercise of the warrants for shares of Company Common Stock would dilute the common shareholders. If significant dilution occurs, any investment in Common Stock could significantly decline in value.

The application of the “penny stock” rules could adversely affect the market price of Common Stock and increase transaction costs to sell those shares. This can be exacerbated by the current low float of the stock in relation to the shares outstanding.

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

● ~~that~~ a broker or dealer approve a person’s account for transactions in penny stocks and ● the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	●	obtain financial information and investment experience objectives of the person and
	●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has enough knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of Common Stock and cause a decline in the market value of Common Stock.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that ~~speculative~~speculatively low-priced securities will not be suitable for at least some customers. ~~The~~ The FINRA requirements make it more difficult for broker- dealers to recommend that their customers buy Common Stock, which may limit ~~your~~ your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We do not intend to pay dividends for the foreseeable future.

We have never declared nor paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors.

RISKS RELATED TO OUR PREVIOUS STATUS AS A SHELL COMPANY

We 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~~ 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 issought ~~seeking~~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 ~~2023~~ 2024, this matter was resolved with the sale of the property, leaving Maslow with no liability.

Reliability 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 circuits. 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.

RISK RELATED TO THE MERGER AND OWNERSHIP OF COMMON STOCK

Costs and risks associated with being a public company.

The company incurs costs with demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies; any failure to establish and maintain adequate internal control over financial reporting or to recruit, train and retain necessary accounting and finance personnel could have an adverse effect on our ability to accurately and timely prepare our consolidated financial statements.

As 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.

Furthermore, we are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. In order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and prepare annual management assessments of the effectiveness of our internal control over financial reporting. These assessments will need to include disclosure of identified material weaknesses in our internal control over financial reporting. Testing and maintaining internal control over financial reporting will involve significant costs and could divert management’s attention from other matters that are important to our business. Additionally, we cannot provide any assurances that we will be successful in remediating any deficiencies that may be identified. If we are unable to remediate any such deficiencies or otherwise fail to establish and maintain adequate accounting systems and internal control over financial reporting, or we are unable to recruit, train, and retain necessary accounting and finance personnel, we may not be able to accurately and timely prepare our consolidated financial statements and otherwise satisfy our public reporting obligations. Any inaccuracies in our consolidated financial statements or other public disclosures (in particular if resulting in the need to restate previously filed financial statements), or delays in our making required SEC filings, could have a material adverse effect on the confidence in our financial reporting, our credibility in the marketplace, and the trading price of Common Stock.

We devote significant resources to address public company-associated requirements, including compliance programs as well as our financial reporting obligations. Complying with these rules and regulations has substantially increased our legal and financial compliance costs and make some activities more time-consuming and costly.

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

Our 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 capital.

2324

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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

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.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we 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.

A series of legal actions and hearings took place starting in March of 2020 with the Vivos Group over Merger agreement violations and Vivos Group debt obligations. Arbitration was agreed to in the fall of 2021 by both the Vivos Group and MMG with the proceedings commencing in February 2022.

On August 31, 2022, the arbitrator issued the Award with the Company and MMG prevailing on their claims. The awards included citing of fraud damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023. Summarily, MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $1,209, and a contract damage of $1,000, to be satisfied by the transfer of their shares of the Company Common Stock to the Company equal in value to $1,000. The aggregate amount of the Awards totaled $7,710.

~~The 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.~~25

~~On December~~The 29May 17, 2023, ~~the~~award ~~Circuit~~also appointed ~~Court~~a ~~for~~Receiver ~~Montgomery~~whose ~~County,~~primary ~~Maryland~~function ~~signed~~is ~~orders~~to ~~entering~~collect ~~all three arbitration awards as judgments in Reliability’s case against~~ the ~~Vivos~~contract ~~Group.~~and ~~These~~fraud ~~orders~~damages, ~~became~~including ~~final on January 29~~costs, ~~2024~~expenses, ~~when the appeal period expired for the defendants. The judgments are good for 12 years~~ and ~~can~~fees ~~be enrolled~~ provided in ~~other states. Reliability has collectible judgments which~~ the ~~Receiver is now eligible to pursue~~awards.

~~The~~On December 29, 2023, the Circuit Court for Montgomery ~~following~~County, ~~represents~~Maryland ~~legal~~signed ~~proceedings~~orders ~~where~~entering all three arbitration awards as judgments in Reliability’s case against the Vivos Group. These ~~borrowings~~orders ~~impact~~became ~~MMG:~~final on January 29, 2024, when the appeal period expired for the defendants. The judgments are good for 12 years and can be enrolled in other states.

~~In September 2022, MMG learned that a Vivos IT, LLC lawsuit against SWC in May 2019 included MMG as a plaintiff.~~ The ~~lawsuit~~following ~~related to~~represents alegal ~~debt~~proceedings ~~restructuring~~where ~~services agreement secured by Suresh Doki, Naveen Doki, and Silvija Valleru to assist the following then-owned~~ Vivos ~~entities:~~ ~~Maslow Media~~ Group, ~~Inc.,~~borrowings ~~Health~~impact 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.MMG:

In September 2022, MMG learned that a Vivos IT, LLC lawsuit against SWC in May 2019 included MMG as a plaintiff. The lawsuit 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. Maslow’s counsel filed a motion to include all original parties to the SWC agreement, as two of the original parties were not in the original filings. ~~SWC~~On ~~filed~~December a18, ~~motion~~2024, ~~for~~MMG ~~summary~~and ~~judgment~~other ~~and~~original ~~Maslow~~parties settled ~~responded~~with onSecond ~~March~~Wind ~~18,~~Consultants. ~~2024~~MMG’s ~~opposing~~portion ~~the~~was ~~motion~~$10.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

2426

PART II

MARKET INFORMATION AND HOLDERS

The Company’s Common Stock trades in the over-the-counter market under the symbol RLBY. The high and low sale prices for ~~2023~~ 2024 and ~~2022~~2023 are set forth below. High and low price is based on the ~~last~~highest and ~~trading~~lowest ~~day~~intraday ofor closing prices recorded during the entire quarter.,

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2024
High	$	0.0800	$	0.0451	$	0.0990	$	0.0970
Low	$	0.0800	$	0.0451	$	0.0914	$	0.0695
2023
High	$	0.0590	$	0.0425	$	0.0549	$	0.0550
Low	$	0.~~0440~~0590	$	0.0425	$	0.0549	$	0.0550
2022
High	$	0.0570	$	0.0580	$	0.0583	$	0.0420
Low	$	0.0560	$	0.0450	$	0.0550	$	0.0420

The Company paid no cash dividends in ~~2022~~2023 or ~~2023~~2024.

As of March 1817, ~~2024~~2025, the last reported sales price for Company Common Stock was $0.~~0800~~0350 per share.

As of ~~March~~December 2231, 2024, there were ~~525~~513 holders of record of Company Common Stock.

EQUITY COMPENSATION PLANS

None

RECENT SALES OF UNREGISTERED SECURITIES

None

SHARE REPURCHASES

None

ITEM 6. SELECTED FINANCIAL DATA

The following tables set forth our summary of consolidated historical financial data. You should read the information set forth below in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated historical financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The statement of operations data for the fiscal years ended ~~2023~~2024 and ~~2022~~2023 and the balance sheet data as of December 31, ~~2023~~2024 and ~~2022~~2023 set forth below are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

	December 31,
Balance Sheet Data:	~~2023~~2024		~~2022~~2023
Working capital	$	7,~~913~~296	$	87,~~645~~913
Total assets	$	911,~~786~~556	$	139,~~490~~786
Total outstanding borrowings, net	$	~~174~~2,375	$	~~2,619~~174
Total other long-term liabilities	$	-21	$	-
Stockholders’ equity	$	7,~~931~~337	$	87,~~671~~931

2527

	December 31,
Statement of Operation Data:	~~2023~~2024			~~2022~~2023
Revenues	$	2123,~~451~~982		$	2521,~~725~~451
Gross profit		3,~~039~~192			3,~~494~~039
Selling, general and administrative expenses		3,~~788~~899			43,~~400~~788
Operating loss		(~~749~~707	)		(~~906~~749	)
Interest income		2518			5325
Interest income from related parties		~~269~~452			~~232~~269
Interest expense		(92108	)		(~~171~~92	)
Other income (expense)		(~~179~~249	)		~~223~~(179	)
Income (loss) before income taxes		(~~726~~594	)		(~~569~~726	)
Income tax benefit (expense)		~~(14~~-	)		(~~170~~14	)
Net income (loss)	$	(~~740~~594	)	$	(~~739~~740	)

	December 31,
Net Income (Loss) Per Share:	~~2023~~2024		~~2022~~2023
Net income (loss) per share – basic	$	.00	$	.00
Net income (loss) per share – diluted	$	.00	$	.00
Weighted average shares outstanding – basic		300,000,000		300,000,000
Weighted average shares outstanding – diluted		300,000,000		300,000,000

	December 31,
Other Financial Data:	~~2023~~2024		~~2022~~2023
OIBITDA (1)	$	572	$	~~577~~57

(1) We present OIBITDA as a measure that is not in accordance with generally accepted accounting principles (“non-GAAP”), in this Annual Report on Form 10-K to provide investors with a supplemental measure of our operating performance. We believe that OIBITDA is a useful performance measure and is employed by us to facilitate comparisons of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our core business than measures under generally accepted accounting principles (“GAAP”) can provide alone. Our board and management also use OIBITDA as some of the primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis actual result against such expectations, and as a performance evaluation metric in determining achievement of certain compensation programs and plans for our management and organization.

We define OIBITDA as operational earnings before interest expense, related party interest, income taxes, depreciation and amortization expense, loss on early extinguishment of debt and related party debt, transaction fees and costs related to our corporate overhead which consist mainly of costs associated with being a public company. Omitting interest, taxes and the other items provides a financial measure that facilitates comparisons of our results of operations with those of companies having different capital structures. Since the levels of indebtedness and tax structures that other companies have are different from ours, we omit these amounts to facilitate investors’ ability to make like comparisons. Similarly, we omit depreciation and amortization because many other companies likely employ a greater amount of property and intangible assets. We omit “corporate ” or non-operating costs as they are meant to be allocated against a larger operational base which our business plan outlines. As we grow our operations organically and through M&A activities these corporate costs are absorbed more equitably, we will use Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as our means of measuring comparable operational performance to other companies in our industry. We also believe that investors, analysts, and other interested parties view our ability to generate OIBITDA as an important measure of our operating performance and that of other companies in our industry. OIBITDA should not be considered as an alternative to net income (loss) for the periods indicated as a measure of our performance.

The use of OIBITDA has limitations as analytical tools, and you should not consider these performance measures in isolation from, or as an alternative to, GAAP measures such as net income (loss). OIBITDA is not a measure of liquidity under GAAP or otherwise and is not an alternative to cash flow from continuing operating activities. Our presentation of OIBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items. The limitations of OIBITDA include: (i) it does not reflect our corporate expenditures or future requirements for capital expenditures or contractual commitments; (ii) it does not reflect changes in, or cash requirements for, our working capital needs; (iii) it does not reflect income tax payments we may be required to make; and (iv) it does not reflect the cash requirements necessary to service interest or principal payments associated with indebtedness.28

26The use of OIBITDA has limitations as analytical tools, and you should not consider these performance measures in isolation from, or as an alternative to, GAAP measures such as net income (loss). OIBITDA is not a measure of liquidity under GAAP or otherwise and is not an alternative to cash flow from continuing operating activities. Our presentation of OIBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items. The limitations of OIBITDA include: (i) it does not reflect our corporate expenditures or future requirements for capital expenditures or contractual commitments; (ii) it does not reflect changes in, or cash requirements for, our working capital needs; (iii) it does not reflect income tax payments we may be required to make; and (iv) it does not reflect the cash requirements necessary to service interest or principal payments associated with indebtedness.

To properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the reconciliation to OIBITDA from net income (loss), the most directly comparable financial measure presented in accordance with GAAP, set forth in the following table. All the items included in the reconciliation from net income (loss) to OIBITDA are either (i) corporate costs or (ii) items that management does not consider in assessing our on-going operating performance. In the case of the other items that management does not consider in assessing our on-going operating performance, management believes that investors may find it useful to assess our operating performance if the measures are presented without these items because their financial impact may not reflect on-going operating performance.

OIBITDA calculation comparison for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 are as follows:

	December 31,
	2023			2022
	2024			2023
Operating income (loss)	$	(~~749~~707	)	$	(~~906~~749	)
Depreciation and amortization		1823			3218
Sales, general, and administrative		~~788~~686			~~1,451~~788
	$	572		$	~~577~~57

Operational performance comparison for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 are as follows:

	December 31,
	2023			2022
	2024			2023
Revenue	$	2123,~~451~~982		$	2521,~~725~~451
Gross profit	$	3,~~039~~192		$	3,~~494~~039
OIBITDA	$	572		$	~~577~~57
Net income (loss)	$	(~~740~~594	)	$	(~~739~~740	)

2729

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This section includes several forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect our current views with respect to future events and financial performance. All statements that address expectations or projections about the future, including, but not limited to, statements about our plans, strategies, adequacy of resources and future financial results (such as revenue, gross profit, operating profit, cash flow), are forward-looking statements. Some of the forward-looking statements can be identified by words like “anticipates,” “believes,” “expects,” “may,” “will,” “can,” “could,” “should,” “intends,” “project,” “predict,” “plans,” “estimates,” “goal,” “target,” “possible,” “potential,” “would,” “seek,” and similar references to future periods. These statements are not a guarantee of future performance and involve a number of risks, uncertainties and assumptions that are difficult to predict. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to: our ability to access the capital markets by pursuing additional debt and equity financing to fund our business plan and expenses; our continued inability to issue additional shares of equity securities; negative outcome of pending and future claims and litigation and our ability to comply with our contractual covenants, including in respect of our debt; potential loss of clients and possible rejection of our business model and/or sales methods; weakness in general economic conditions and levels of capital spending by customers in the industries we serve; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of our customers’ projects or the inability of our customers to pay our fees; delays or reductions in U.S. government spending; credit risks associated with our customers; competitive market pressures; the availability and cost of qualified labor; our level of success in attracting, training and retaining qualified management personnel and other staff employees; changes in tax laws and other government regulations, including the impact of health care reform laws and regulations; the possibility of incurring liability for our business activities, including, but not limited to, the activities of our temporary employees; our performance on customer contracts; and government policies, legislation or judicial decisions adverse to our businesses. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update such statements, whether as a result of new information, future events or otherwise, except as required by law. We recommend readers to carefully review the entirety of this Annual Report, including the “Risk Factors” in Item 1A of this Annual Report and the other reports and documents we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports on Form 10-Q and our reports on Form 8-K.

The following discussion and analysis of our financial condition and results of operations, our expectations regarding the future performance of our business and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors including those described in “Item 1A. Risk Factors” of this Annual Report on Form 10-K. Our actual results may differ materially from those contained in any forward-looking statements. You should read the following discussion together with our audited consolidated financial statements and related notes thereto and other financial information included in this Annual Report on Form 10-K. All dollar amounts presented in this Form 10-K, unless otherwise specified, are expressed in thousands.

Our financial information may not be indicative of our future performance.

28EXECUTIVE OVERVIEW

~~EXECUTIVE OVERVIEW~~2024 Financial Performance Overview

~~Although 2023~~In ~~saw~~2024, ~~decreases~~MMG inachieved ~~revenue~~improvements byacross $4key financial metrics,~~274~~ ~~and~~including revenue, gross ~~profits~~profit, byoperating ~~$455~~income, toand ~~those~~net ~~earned~~income. inRevenue ~~2022,~~led ~~our~~the ~~operating~~way ~~margin~~with ~~had~~an aincrease ~~favorable~~of ~~variance by~~ $~~156~~2,531 to(11.8%) ~~2022~~over 2023, aswhile ~~SG&A~~gross ~~expenses~~profit ~~were~~rose ~~lowered~~ by $~~611~~153 (5.0%) to $3,~~788~~192. ~~This~~For ~~resulted~~the insecond aconsecutive ~~reduction~~year, inoperating ~~our~~income ~~operating~~improved, ~~loss~~with ofoperating ~~$749~~loss ~~compared~~narrowing to $~~906~~707 infrom ~~2022. With Other Income consisting of one-time nonoperational costs of~~ $~~179~~749 ~~and~~in ~~state tax costs at $14,~~ the ~~consolidated~~ ~~net~~prior ~~loss landed on $740 which was $1 below 2022’s net loss of $739~~year.

~~As expected~~Selling, ~~two~~General, ~~large~~& ~~clients~~Administrative ~~combined~~(SG&A) ~~for~~expenses aincreased ~~steep~~by $111 ~~decline~~reaching ofin 2024 $3,~~583~~899 ~~that~~from ~~accounted~~$3,788 ~~for~~in ~~approximately~~2023. ~~84%~~Interest income of ~~our~~ $4470,~~274,~~ ~~or 16.6%,~~in ~~unfavorable~~2024 ~~revenue~~exceeded ~~variance~~interest toexpense ~~2022’s~~of $~~25,725~~108. ~~One~~Other ~~lost~~income ~~sports~~(expense) totaled ~~programming~~$249 toincluding a$379 ~~competitor~~ in alegal ~~bid~~costs ~~that resulted~~related into ~~about~~non-operational $2matters,~~100~~ amost ~~year~~of ~~revenue~~which ~~loss~~were ~~for~~settled ~~MMG~~by year-end. The $~~21,451~~379 inwas ~~revenue~~offset by ina ~~2023~~$127 ~~was~~refund ~~also~~of overpaid federal taxes and $~~4,795,~~3 orcredit 17card rebate.2% These factors contributed to a net loss of $594, ~~less~~an improvement ~~than~~of ~~our~~$146 ~~2021~~from ~~revenue~~2023’s ~~total~~net loss of $~~26,246~~740.

~~Gross profits~~Enterprise ~~did~~Client not dip quite proportionately, as lower costs of revenue resulted in 2023 gross profit of $3,039, $455 less than the $3,494 in gross profit earned in 2022 a 13% variance. The 2023 gross profit of $3,039 is off the pace by $227, or 6.9%, of the $3,266 in gross profit produced in 2021.Performance

~~Gross~~Our top five enterprise clients remained ~~profit~~highly ~~margins~~active ~~(“GM”)~~in ~~however~~2024, ~~were~~leveraging upour ~~for~~personnel ~~the~~across ~~fifth~~various ~~year~~projects. Each generated at least $1,000 in arevenue, ~~row~~with our largest client reaching ~~14.2%~~a inrecord ~~2023~~$6,453 ~~versus~~- 13an increase of $1,058 (19.6%) in ~~2022~~their ~~and~~EOR 12business.4% ~~in 2021.~~Our ~~This~~second-largest ~~represents~~client aexpanded 7by $2,171 (66.68%) ~~compounded~~to ~~annual~~$5,420, ~~growth~~while ~~rate~~our third-largest client grew by $1,416 (~~CAGR~~71.7%) ~~over~~to ~~the~~$3,391, ~~last~~driven ~~four~~largely by broadcasting election-related events, which likely contributed to over half of ~~those~~its ~~years~~2024 growth.

This consistent improvement of gross margins over the past four years was driven by several factors including contract extension price increases, changes in volume discounts, billing for added overhead, our client mix where the change has been favorable to company terms, and our service mix in which a greater share of our business has shifted to higher margin services. But in 2023, the catalyst driving the margin up 80 basis points is the performance of our Direct Hire business, which delivered $199 in revenue at a gross margin of 90.8%. These were both highs since we began increasing our focus and volumes in this area of the business in 2021.30

~~Although we~~Gross ~~did~~Profit ~~not have arbitration preparation~~ and ~~hearings~~Margin in 2023 (see Note 1) absorbing our leadership’s focus as it did in 2022, the progression of legal activities in finalizing the awards, including the petition for legal fees, which was honored, filing with the court system, and dealing with the lawsuit related to the Vivos Group and Second Wind (See Item 1A), which was discovered too late to be included in the arbitration proceedings, was still quite time consuming. The time, effort, and expense put into these efforts detracted from officer focus on sales, strategy, and our ability to fully drive stockholder value.Analysis

~~Demand for~~Despite ~~Maslow EOR services has not recovered to pre-2020 COVID-19 (“COVID”) levels as~~ the ~~foundational~~increase ~~Media~~in ~~clients~~gross ~~businesses were profoundly impacted by the stay at home and vaccination mandates. Consequently~~profit, ~~our~~ ~~business has not only failed to recover to 2019 levels,~~ our ~~revenues~~gross margin declined ~~over the past four years, as a myriad of events outside our control took place, including conversions~~ from ~~our~~14.2% ~~payroll~~in 2023 to ~~clients’~~13.3% ~~payroll, programming discontinued, media budgets curtailed for various reasons, or~~ in ~~one~~2024. ~~case~~This awas ~~loss~~driven ofby athree ~~government~~key ~~contract which we subbed, because our client failed to re-bid without notification.~~factors:

~~Additionally, we~~1. ~~had~~Revenue ~~just~~Mix ~~$356~~Shift inToward ~~new~~EOR ~~client~~Business: Nearly all revenue ingrowth ~~2023~~($2,531) ~~which~~came ~~was~~from ~~only~~our ~~marginally~~EOR ~~better~~segment, ~~than~~which ~~the~~increased by $~~333~~2,554 ~~new client revenue produced~~ in ~~2022~~2024. ~~We did~~Since ~~see~~EOR anmargins ~~increase~~are in the ~~2022~~lowest ~~new~~among ~~client~~our ~~revenue~~business insegments, ~~2023~~this asshift itweighed ~~rose~~down tooverall ~~$404,~~gross ~~and~~margins. ~~one~~2. ~~2023~~Increased ~~new~~Utilization ~~client~~of isLower-Margin ~~among~~1099 ~~our~~Contractors: ~~top~~EOR 25 revenue ~~producers this~~was ~~year.~~disproportionately ~~Although~~allocated ~~these~~to ~~new~~1099 ~~clients~~contractors ~~have~~at ~~not~~a ~~produced~~lower ~~large~~rate, ~~swaths~~with ofa ~~revenue~~change ~~over~~of ~~the~~$2,172 ~~past~~since ~~two~~2023 ~~years,~~or ~~they~~a ~~have~~8.1% ~~the~~margin—one ~~potential~~of in the ~~future~~ tolowest bepossible ~~$500-~~levels. to3. ~~$1,000-~~Decline ~~a-year~~in ~~clients~~Direct inHire ~~that~~Revenue: ~~there~~Direct ~~are~~Hire arevenue ~~few~~fell ~~sizable~~by ~~news~~$104 ~~networks~~(52.3%) ~~and~~from ~~trade~~2023. ~~organizations~~The ~~that~~impact weof ~~expect~~this todecline ~~see staffing~~impacted ~~increases~~the inoverall ~~2024~~GM ~~and~~by ~~beyond~~50 ~~(see~~basis ~~below)~~points.

~~Despite~~ Over the ~~revenue~~past ~~decline~~seven years, MMG’s ~~gross~~steadily ~~profit~~improved gross margins, ~~continue~~growing ~~to increase year-over-year for the fifth straight year~~ from 10.3% in 2018 to 14a peak of 13.23% in ~~2023~~2024. This ~~softened~~progress ~~the~~was ~~gross~~driven ~~profit~~by ~~variance~~enhancements ~~from~~in ~~being~~EOR asmargins, ~~high~~which asincreased from ~~revenue~~8.9% ~~and~~to at12.2% $3over the same period,~~039~~ ~~landing~~along ~~$455~~with ~~off~~growth ~~2022’s~~in ~~$3,494 by~~higher-margin 13staffing business.~~0%.~~

~~EOR revenue decline of $4,066 made up 95.1% of the $4,274 variance between 2023 and 2022. Our non~~Non-~~EOR~~Operational ~~revenue~~Challenges ~~consisting of Contingent~~ and ~~Direct~~ ~~Hire~~Future ~~Staffing and Video Production tallied $3,623, which was $208, or 5.4%, off of revenues produced in 2022.~~Outlook

29In 2024, we continued to incur non-operational legal expenses and allocate executive resources to Vivos Group matters. Other Income (Expense) in total was $249 (see Results of Operations). In 2025, we expect legal costs relative to award collections to be lower than 2024.

~~Margin performance~~As ~~continued to flourish as~~ a ~~$100~~standalone ~~increase~~entity, ~~$199 from $99 in 2022, in direct hire revenues had the largest impact on triggering~~Maslow ~~gross~~has ~~margins~~remained ~~reaching~~profitable ~~14.2%~~ for the ~~year~~past ~~ending~~seven ~~December 31~~years, ~~2023.~~as ~~Because~~reflected ~~this~~in ~~additional~~our ~~$100~~OIBITDA, ~~created~~which ~~approximately~~was $912 ~~gross~~in ~~profit, the~~2024 ~~2023~~and ~~company~~$57 ~~annual~~in ~~gross~~2023 ~~margins~~(see ~~improved~~Item ~~to 14~~6).~~2%, otherwise it would have landed on 13.8%.~~

~~The other~~We ~~contributor~~remain ~~leading~~committed to aaccelerating growth ~~20-basis point increase~~ in ~~gross~~2025 ~~margins~~and ~~was EOR~~beyond, ~~which~~with ~~reached an all-time high of 12.2% -~~ a ~~twenty-point~~ ~~increase~~focus ~~over~~on ~~12.0%~~operational inefficiency, ~~2022.~~client ~~This~~expansion, ~~was~~and inprofitability ~~stark contrast to the EOR gross margin average in 2021 of 9~~improvements.~~8%.~~

~~But what~~2025 ~~could~~and ~~be managed somewhat proportionately in 2023 was our SG&A, which decreased by $611, or 13.9%, enabling our operating income to improve on 2022’s total by $156 to a loss of $749 versus $906 in 2022.~~beyond

~~SG&A reduction~~While ~~drivers~~revenue ~~were~~growth ~~lower~~was ~~salaries,~~strong ~~taxes~~in 2024, margin compression due to increased reliance on EOR and ~~benefits~~1099 ~~(referred~~contractors toimpacted asprofitability. ~~“Loaded~~Investments ~~salaries”)~~in sales, ~~with~~client ~~operational~~services, ~~loaded~~and HR/payroll increased ~~lower~~SG&A ~~by $75~~expenses, but cost savings in legal and ~~other~~corporate ~~fees~~expenses ~~associated~~helped ~~with~~offset ~~the~~some ~~Vivos~~of ~~Matter~~these ~~down~~increases. ~~$434~~Moving ~~from~~forward, ~~2022~~strategic efforts will focus on continuing our revenue ascension, ~~business~~improving ~~insurance~~gross ~~and~~margins, ~~commercial legal~~diversifying ~~down~~revenue ~~$46~~streams, and ~~$39,~~optimizing ~~respectively~~cost structures to enhance profitability.

~~As far~~All asindications ~~cash~~are isfor ~~concerned,~~two inof ~~2023~~ our ~~cash~~three ~~position~~largest ~~remained relatively strong due to our receiving $1,209 in Employee Retention Credits~~clients ~~(ERC) which was our final payment for this program. This coupled with a new financing agreement with American Express (See Item 7: Liquidity and Capital Resources below) enabled MMG not only~~ to ~~accelerate~~produce ~~cash~~similar ~~that~~if ~~otherwise would~~ not ~~be paid~~greater ~~for~~revenues ~~approximately~~in 902025, ~~days~~while ~~but~~the ~~allows~~other ~~for~~won’t ~~proceeds~~have toquite ~~immediately booked against~~ the ~~accounts~~same ~~receivable~~business aslevels ~~opposed~~in to2025 ~~crediting~~since last ~~factoring~~year’s aselection ~~short-term~~spurred ~~debt.~~increased ~~When compared with GAAP accounting for factoring, the difference is profound~~EOR.

~~This change~~The ~~resulted~~additional instaffing ~~our~~business ~~Current~~development ~~Ratio~~professionals we ~~rising~~hired to ~~5.27~~grow ~~from~~the ~~2.79,~~staffing ~~and~~side of our ~~Quick~~business ~~ratio~~saw toprogress ~~2.06~~in 2024 bringing in $822 in revenue from 110 new accounts.36 Additionally, we ~~from~~have ~~2023~~several opportunities in the pipeline we expect to ~~2022,~~close ~~respectively~~in late first quarter or early second.

~~Our working~~We ~~capital,~~expect ~~which~~our ~~includes~~Direct ~~repayment~~Hire ofbusiness ~~Vivos~~to ~~Debtors~~grow in 2025 as a number of ~~December~~existing ~~31,~~clients ~~2023,~~have ~~was~~taken ~~$7,913~~advantage ~~versus~~of ~~$8,645~~our onexpertise ~~December~~and ~~31,~~speed ~~2022~~of filling roles outside the Media space. This success ~~Our~~should ~~adjusted~~enable ~~working~~us ~~capital~~to ~~excluding~~fill ~~the~~even ~~$5,501~~more diverse functional openings in ~~Vivos~~2025 ~~Debtor~~and ~~notes~~beyond. isAs $2we do the same for our other large clients,~~412~~ so should our opportunity to increase our requisition volume and convert to fills and revenue.

EOR has been the Company’s primary revenue source for many years, and it represented 85.0% in 2024, an 1.9% increase from 83.2% in 2023. Our challenge over the past five years has been seeing several medium to large clients post COVID roll back their Media functions, activities and ~~Beyond~~personnel. Economic conditions and specific esoteric issues affected at least one client, causing them to cease using outside media services altogether. Despite lower payrolls for some, the challenge with EOR is the complexity of managing HR and Payroll for a myriad group of clients who vary significantly in uniformity and have unique needs that absorb our staff’s attention. This client service intensity is somewhat unique to Media EOR than to other EOR providers due to the idiosyncratic ways that employee time is scheduled, tracked, recorded, and managed. This complexity is why we have added client service and HR personnel and technology to best service our gold star clients.

In late December 2023 in time for the first payroll of 2024, we formally transitioned our HR and Payroll solution from Paycom to ADP, a more comprehensive and robust HR and Payroll solution. This transition will allow us to provide cloud-based tools to our dispersed employee population and our national clients providing them with a more seamless experience. In addition, ADP’s tools will automate processes that were previously manual and provide our corporate teams with an integrated Recruiting, Onboarding, Benefits, Performance Management, Scheduling, Time Keeping, Payroll, and Manager and Employee self-service solutions to support clients workforce management needs. ADP’s reporting, predictive analytics, and proactive compliance features will allow our corporate teams to foresee trends and make informed decisions to better partner with our clients. We feel strongly after the implementation pain has subsided, our ADP tech stack will add value and save immeasurable time for MMG, our employees, and our clients. ADP’s Workforce Now is just one of several reasonably priced innovative technologies we are investing in starting in 2024.31

~~Although we had stated a year ago~~Hence, weour ~~would~~goal ~~bring~~is ~~on additional staffing professionals~~ to ~~grow~~maintain ~~the~~and ~~staffing~~build ~~side~~on of our ~~business, we only~~legacy ~~progressed~~client ~~modestly.~~foundational ~~Our~~relationships ~~business~~while ~~development~~putting ~~with~~our ~~some~~foot ~~rewards~~on ~~that~~the ~~were~~proverbial ~~not~~gas ~~realized~~pedal ~~during~~to ~~2023~~develop asmuch amore ~~couple~~contingent ~~clients~~contract ~~expected to~~staffing beand ~~top~~direct 10hires. ~~revenue~~And ~~producers~~in ~~(revenue~~doing ~~greater~~so, ~~than~~our ~~$500~~goal ais ~~year)~~to ~~not~~increase ~~beginning~~our staffing ~~activities~~business ~~with~~by ussupporting inother ~~2023.~~functions ~~But~~outside inof ~~2024,~~Media wesuch as ~~are~~Administrative, ~~beginning~~Accounting toand ~~see~~Finance, aHR, ~~ramp~~and upIT. inTo ~~business~~that ~~from~~end, ~~one~~we ~~customer~~will ~~who~~add ~~signed~~at aleast ~~$1,500~~one ~~Statement~~more ofstaffing-experienced ~~Work~~sales ~~(“SOW”) with us at~~representatives in the ~~end~~first half of ~~2022 through~~ 2025.

~~Additionally, we~~Virtual ~~are~~staffing ~~seeing~~is ~~improvements~~no inlonger ~~our~~a ~~pipeline~~limited ~~with~~niche ~~new~~for certain ~~opportunities~~companies ~~than~~and wecertain ~~have~~positions. ~~ever~~Virtual ~~had,~~scenarios ~~and~~are ~~existing~~also ~~large~~favored ~~clients~~by ~~giving~~Generation usZ, ~~assurances that~~which ~~their~~values ~~volumes~~work-life ~~will~~balance ~~continue~~as toone ~~increase~~of the atmost ~~even~~crucial ~~more~~factors ~~rapid~~when ~~levels~~deciding inon ~~2024.~~a Wecompany ~~expect~~for ~~our~~which ~~Direct Hire business~~ to ~~grow~~work. inConsidering ~~2024~~the ~~as a~~benefits ~~number~~that ofremote ~~existing~~working ~~clients~~offers, ~~took advantage of our expertise~~ and ~~speed~~the ofkeen interest ~~filling~~shown ~~roles~~by ~~outside~~employees ~~the~~from ~~Media~~different ~~space.~~age ~~This~~groups, ~~success~~we ~~should enable~~believe usthat toremote ~~fill~~working ~~even~~will ~~more~~be ~~diverse~~prevalent ~~functional openings~~ in 2024 and beyond. AsThis weparadigm, however, doshould ~~the~~not ~~same~~adversely ~~for~~impact ~~our~~MMG, ~~other~~in ~~large~~that ~~clients,~~whether sojobs ~~should our~~are ~~opportunity~~filled tovirtually ~~increase~~or ~~our~~not, ~~requisition~~MMG ~~volume~~has ~~and~~the ~~convert~~pipeline of talent to ~~fills~~fill ~~and~~these diversified ~~revenue~~roles.

~~EOR has been the Company’s primary revenue source for many years~~Furthermore, ~~and~~we itstill ~~represented~~believe ~~83.1%~~given ~~in 2023. Our challenge over~~ the ~~past~~changing ~~four~~nature ~~years~~of ~~has~~specialized ~~been~~staffing, ~~maintaining~~there ~~the~~exists ~~large~~a ~~base~~greater ofopportunity ~~clients~~to ~~and~~expand ~~employees~~our ~~post~~EOR ~~COVID~~business as ~~the~~it ~~Media~~offers ~~functions~~businesses inof ~~some~~all ~~large~~types ~~corporates~~and ~~especially~~industries, ~~have~~more ~~cut~~flexibility ~~back~~in on- ~~media activities~~ and ~~personnel.~~offboarding ~~Despite lower payrolls for some~~employees, ~~the~~as ~~challenge~~well ~~with~~as ~~EOR is the complexity of~~ managing HR ~~and~~1099 ~~Payroll~~risk. As for astaffing ~~myriad~~outside ~~group~~ of ~~clients~~Media, ~~who~~we ~~vary~~believe ~~significantly~~it ~~in uniformity and have unique needs that absorb our staff’s~~will ~~attention.~~grow, ~~This~~but ~~client~~there ~~service~~are ~~intensity~~also isopportunities ~~somewhat unique~~ to ~~Media~~get ~~EOR~~into ~~than~~staffing tospecialties ~~other~~which ~~EOR~~represent ~~providers~~areas ~~due~~where ~~to the idiosyncratic ways that employee time is scheduled, tracked, recorded, and managed. This complexity is why~~ we ~~have~~see ~~added~~the ~~client~~most ~~service~~rebound ~~and~~or HRa ~~personnel and technology~~robust ~~to best service our gold star clients~~demand.

30This shift in focus to staffing will also have a positive impact on gross margins. We expect blended staffing rates to be in the high teens to low 20s in the future, which with volume will resume our ascent in converting a much higher percentage of our revenues to gross profit.

~~Hence~~As a result, ~~our~~ ~~goal~~we iscontinued to ~~maintain~~move ~~and~~forward ~~build~~with on our diversified ~~legacy~~offerings ~~client~~with ~~foundational~~an ~~relationships~~eye ~~while~~on ~~putting~~ our ~~foot~~future onspecialization ~~the proverbial gas pedal to develop much more contingent contract~~ staffing ~~and direct hires. And in doing so~~strategy, ~~our~~updating ~~goal is to increase~~ our ~~staffing~~already ~~business~~expert ~~by supporting~~operating ~~other functions outside of Media such as Administrative~~model, ~~Accounting~~ and ~~Finance, HR, and IT. To that end, we will add two~~organizing ~~more~~our ~~staffing-experienced~~business ~~sales~~to ~~representatives~~maximize inacquisition ~~the~~and ~~first~~retention ~~half~~ of ~~2024~~client accounts.

~~Virtual staffing~~Once isthe noVivos ~~longer~~Matter ajudgements ~~limited~~are ~~niche~~recovered, ~~for~~the Company ~~certain~~may ~~companies~~consider ~~and~~moving ~~certain~~forward ~~positions.~~with ~~Virtual~~its ~~scenarios~~original ~~are~~plans ~~also~~to ~~favored~~increase byoutstanding ~~Generation Z~~shares, ~~which~~ ~~values~~either ~~work-life~~by ~~balance~~authorizing asnew ~~one~~shares ofor ~~the most crucial factors when deciding on~~ executing a ~~company~~reverse ~~for~~split ~~which~~ to ~~work.~~facilitate ~~Considering~~ the ~~benefits that~~acquisition ~~remote~~of ~~working~~synergistic ~~offers,~~staffing ~~and~~companies ~~the~~to ~~keen~~accelerate ~~interest~~growth. ~~shown by employees from different age groups~~Additionally, wethe ~~believe~~Company ~~that~~aims ~~remote working will be~~to ~~prevalent~~transition into ~~2024~~the OTCQB and/or ~~beyond.~~OTCQX ~~This~~markets ~~paradigm,~~as ~~however,~~a ~~should~~step ~~not~~toward ~~adversely~~an ~~impact~~eventual ~~MMG,~~listing inon ~~that~~the ~~whether~~NASDAQ ~~jobs~~Exchange. Efforts are ~~filled~~ongoing ~~virtually~~to ~~or not,~~meet ~~MMG has~~ the ~~pipeline~~necessary ofrequirements ~~talent~~for toOTCQB ~~fill~~or ~~these~~OTCQX ~~diversified roles~~listing.

~~Furthermore, we~~Following ~~still believe given~~ the ~~changing~~successful ~~nature~~collection ~~in specialized staffing, there exists a greater opportunity to expand our EOR business as it offers businesses~~ of ~~all types and industries, more flexibility in on~~Vivos- ~~and offboarding employees, as well as managing 1099 risk. As for~~related ~~staffing outside of Media~~debts, weMMG ~~believe~~intends itto ~~will~~hold ~~grow,~~a ~~but~~shareholder ~~there~~meeting ~~are also opportunities~~ to ~~get~~evaluate ~~into~~and ~~staffing~~potentially ~~specialties~~advance ~~which~~these ~~represent areas~~strategic ~~where we see the most rebound or a robust demand~~initiatives.

~~This shift~~COMPANY in focus to staffing will also have a positive impact on gross margins as we saw 19.3% gross margins in 2023 for Media personnel and 23.1% for IT. We expect blended rates to be in low 20s in the future, which with volume will continue our ascent in converting a much higher percentage of our revenues to gross profit.OVERVIEW

~~As a~~Maslow ~~result,~~is wea ~~continued~~workforce tomanagement ~~move~~solution ~~forward~~ provider with ~~our~~proven ~~diversified~~capabilities ~~offerings~~delivering ~~with~~employer anof ~~eye~~record on(EOR), ~~our~~recruiting ~~future~~and ~~specialization~~ staffing ~~strategy~~services, ~~updating~~ ~~our~~consisting ~~already~~of ~~expert~~media, ~~operating model~~IT, and ~~organizing~~administrative resources. ~~our~~We ~~business~~provide services to ~~maximize~~client ~~acquisition~~primarily ~~and~~within ~~retention~~the ofUnited ~~client~~States ~~accounts~~of America.

~~Once the~~Our ~~Vivos~~services ~~Matter~~consist judgements are recovered, the Company may contemplate moving forward with its original plans to increase outstanding shares by authorizing new ones or via a reverse split to acquire synergistic staffing companies to grow more quickly. The Company would also like to move to the OTCQB and/or OTCQX on its way to eventually being listed on the NASDAQ Exchange. The Company continues to work towards meeting all of ~~the requirements to pursue listing the OTCQB or OTCQX exchanges. Once collection of the Vivos Debtors has taken place, MMG may consider moving forward with this initiative.~~:

~~COMPANY OVERVIEW~~● Employer of Record (“EOR”): A unique workforce solution for any organization who seeks efficiency in employee administrative management including payroll and benefits, labor risk associated with compliance with federal-state and local regulations including Fair Labor Standards Act (“FLSA”), in onboarding and offboarding employees, and in managing benefit costs. One major difference in this service offering is that our customers usually source the talent and MMG hires and leases the employees to our customers. ● Recruiting and Staffing: Staffing covering a wide variety of specialties: media, information technology (“IT”), accounting and finance, HR, marketing, sales, and other administrative personnel. ● Video and Multimedia Production: With 35 years of experience, the Company’s subsidiary, Maslow, offers script-to-screen expertise including producers, audio engineers, editors, broadcasters, makeup artists, camera crews, Gaffers and grips, drone operators, and more. ● Direct Hire: We strategically recruit and fill a variety of full-time roles for our customers which is only limited by our recruiting capabilities, which are already quite diverse.

Maslow is a national provider of employer of record (EOR), recruiting and staffing services, consisting of media, IT, and administrative resources. We provide services to client primarily within the United States of America.32

~~Our~~The Company’s subsidiary, The Maslow Media Group, ~~services~~Inc., ~~consist~~is currently the only operating entity for the business. After our Merger in October 2019, nonoperational expenses (e.g., public company fees, D&O insurance, investor relations, etc.) were assigned at the corporate level. This enables a more pristine, focused view of: the operational side of the business we refer to as Operational Income Before Interest, Taxes, Depreciation, and Amortization (OIBITDA).

●RESULTS ~~Employer~~OF of Record (“EOR”): A unique workforce solution for any organization who seeks efficiency in employee administrative management including payroll and benefits, labor risk associated with compliance with federal-state and local regulations including Fair Labor Standards Act (“FLSA”), in onboarding and offboarding employees, and in managing benefit costs. One major difference in this service offering is that our customers usually source the talent and MMG hires and leases the employees to our customers. ● Recruiting and Staffing: Staffing covering a wide variety of specialties: media, information technology (“IT”), accounting and finance, HR, marketing, sales, and other administrative personnel. ● Video and Multimedia Production: With 35 years of experience, the Company’s subsidiary, Maslow, offers script-to-screen expertise including producers, audio engineers, editors, broadcasters, makeup artists, camera crews, Gaffers and grips, drone operators, and more. ● Direct Hire: We strategically recruit and fill a variety of fulltime roles for our customers which is only limited by our recruiting capabilities which are already quite diverse.OPERATIONS

~~The Company’s~~Maslow ~~subsidiary,~~generated ~~The~~revenues ~~Maslow~~totaling ~~Media Group~~$23,982 ~~Inc.,~~in ~~is currently the only operating entity for the business.~~2024, ~~After~~reflecting ~~our~~an ~~Merger~~increase inof ~~October 2019~~$2,531 ~~nonoperational expenses~~ (e11.~~g.,~~8%) ~~public~~from ~~company fees~~$21,451 ~~D&O~~in ~~insurance, investor relations, etc~~2023.) ~~were assigned~~This atgrowth ~~the~~was ~~corporate~~primarily ~~level.~~driven ~~This~~by ~~enables~~three aEOR ~~more~~clients ~~pristine,~~whose ~~focused~~increased ~~view~~activity contributed ofan ~~the~~additional ~~operational~~$4,121 ~~side~~in ofrevenue ~~the~~when ~~business~~compared ~~we refer~~ to assame ~~Operational Income~~period ~~Before~~ending ~~Interest,~~December ~~Taxes~~31, ~~Depreciation, and Amortization (OIBITDA)~~2023.

31From a revenue concentration perspective, our top 10 clients accounted for $21,612 of revenues, representing 90.1% of the total $23,982 revenues in 2024. This was up from $18,526, or 86.4%, of the total $21,451 in 2023 revenues. The revenue share from these clients increased due to a higher level of engagement from our largest accounts.

~~RESULTS~~In December 2024, rebates were issued totaled $70, OFan ~~OPERATIONS~~increase of $36 compared to $32 in 2023.

~~Maslow had~~The ~~revenues~~following ~~totaling~~tables ~~$21,451~~summarize inkey ~~2023,~~components ~~which~~of ~~was~~our results aof ~~$4,274~~operations ~~decrease~~for ~~(16.6%) from~~ the ~~$25~~periods indicated,~~725~~ inboth ~~revenue produced~~ in ~~2022.~~dollars ~~The~~and ~~decline can~~as bea ~~attributed~~percentage toof ~~four predominantly EOR clients which curtailed revenue by $4~~revenues,~~066~~ inand ~~2023~~were ~~when~~derived ~~compared~~from toour ~~same period ending December~~consolidated ~~31,~~financial ~~2022~~statements.

These clients simply scaled back their media budgets and/or converted and/or replaced our staff to and with their own.

	December 31,
	2024			2023
Revenue	$	23,982		$	21,451
Cost of services		20,790			18,412
Gross profit		3,192			3,039
Selling, general and administrative expenses		3,899			3,788
Operating loss		(707	)		(749	)
Interest income		18			25
Interest income from related parties		452			269
Interest expense		(108	)		(92	)
Other income (expense)		(249	)		(179	)
Income/(loss) before taxes		(594	)		(726	)
Income tax benefit (expense)		-			(14	)
Net Income (Loss)	$	(594	)	$	(740	)

~~Conversely, we~~Revenues: ~~added~~By $1,098 from 10 accounts that had equal or greater than $50 in revenue in 2023 from 2022. Client C stepped up their programs by 6.8% to approximately $5.4 million in revenue as did several other clients in the insurance, education, and healthcare space.Segment

From a revenue contribution standpoint, our top 10 clients represented $18,526 in revenue, which is 86.4% of our $21,451 in 2023 revenue. This is an increase in top 10 revenue reliance as in 2022 the top 10 represented 85.9%, as $22,095 came from $25,725 of revenue.

	2024		% of Revenue			2023		% of Revenue
EOR	$	20,382		85.0	%	$	17,828		83.1	%
Recruiting and Staffing		3,301		13.7	%		3,098		14.4	%
Video and Multimedia Production		204		0.9	%		326		1.6	%
Direct Hire		95		0.4	%		199		0.9	%
Total Revenue	$	23,982		100	%	$	21,451		100	%

~~$32~~Employer of Record (EOR) Revenues: EOR inrevenue ~~rebates~~rebounded ~~were~~to ~~issued~~85.0% of total revenue in ~~December~~2024, up from 83.1% in 2023,. ~~which~~This increase was primarily driven by an additional $12,554 in ~~more~~EOR ~~than~~revenue. aOur ~~year~~top ~~ago~~three ~~when~~EOR ~~they~~clients ~~were~~contributed $314,645 in ~~2022~~additional revenue, while revenue from the remaining 26 clients declined by $2,477. Overall, EOR revenue grew by 14.3% year-over-year.

The following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage of revenues, and were derived from our consolidated financial statements.33

	December 31,
	2023			2022
Revenue	$	21,451		$	25,725
Cost of services		18,412			22,231
Gross profit		3,039			3,494
Selling, general and administrative expenses		3,788			4,400
Operating loss		(749	)		(906	)
Interest income		25			53
Interest income from related parties		269			232
Interest expense		(92	)		(171	)
Other income (expense)		(179	)		223
Income/(loss) before taxes		(726	)		(569	)
Income tax benefit (expense)		(14	)		(170	)
Net Income (Loss)	$	(740	)	$	(739	)

Recruiting and Staffing Revenues: Staffing revenues increased by $203 (6.6%) reaching $3,301 in 2024 compared to $3,098 in 2023. Media Staffing at $3,227 represented 97.8% of all staffing revenue and 13.5% of total 2024 annual revenue, whereas it represented 88.8% of all staffing revenue and 12.8% of 2023 annual revenue.

Video and Multimedia Production Revenues: ByRevenue ~~Segment~~from video production services, including managed services and project-based freelance work, declined by $122, from $326 in 2023 to $204 in 2024. This segment represented 0.9% of total revenue, a 44% decline in share from 2023.

	2023		% of Revenue			2022		% of Revenue
EOR	$	17,828		83.1	%	$	21,894		85.1	%
Recruiting and Staffing		3,098		14.4	%		3,468		13.5	%
Video and Multimedia Production		326		1.5	%		264		1.0	%
Direct Hire		199		0.9	%		99		0.4	%
Total Revenue	$	21,451		100	%	$	25,725		100	%

Gross Profit: Gross profit represents revenues from services less cost of services expenses also referred to as Cost of Revenue (COR), which consist of payroll, payroll taxes, benefits, payroll-related insurance, union benefits, field talent, and for Direct Hire, an allocation of recruiting Software as a Service (“SaaS”), and reimbursable costs for out-of-pocket items.

~~Employer of~~Gross ~~Record~~Profit ~~(EOR) Revenues: EOR represented 83.1% of our revenue~~ in ~~2023~~2024 ~~as opposed to 85.1% in 2022. The change~~ was ~~driven more by the EOR revenue decline by~~ $43,~~066 than a shift to our other business segments. However~~192, ~~those~~an ~~business~~improvement ~~segments saw a decline~~ of $~~208, or~~153 ~~4.9%,~~over ~~versus 18.7% for EOR~~ 2023 ~~to 2022. Our number one revenue producer (Client C), which is an EOR client, increased its revenue~~’s bygross ~~$343~~profit ~~but~~of ~~clients A and B had a combined drop in revenue by (~~$3,~~583) due to converted employees, lost programming, and otherwise weaker demand~~039. Two mid-sized clients communicated to us during the year their need to reduce their media budget as a needed cost savings measure, dropping their 2023 revenues by $460 and $154, respectively, when compared to 2022.

32Our gross margin is the percentage of revenue after cost of revenue (COR). Gross margins declined by 90 basis points in 2024 to 13.3% from 14.2% in 2023, marking the first decrease in gross margin after five consecutive years of growth. The decline was attributable to:

~~Recruiting and~~● ~~Staffing~~A ~~Revenues:~~shift ~~Staffing~~in ~~revenues~~revenue ~~slid~~mix bytoward ~~$370~~EOR, orwhich 10has lower margins (12.70%, ~~to $3,098~~vs. ~~IT Staffing increased by $54, while our Media Staffing division was down $424, or~~ 13.3%, ~~to our 2022 performance~~overall). ~~Media~~● ~~Staffing~~Increased atuse ~~$2,752 represented 12.8%~~ of ~~total~~1099 ~~2023~~resources ~~annual~~in ~~revenue~~EOR, ~~whereas it~~with ~~represented~~lower 12margins (9.34%) ofcompared ~~2022 annual revenue. The loss of two government agencies and a government contract as a sub, which it elected not~~ to ~~rebid~~W2 ~~on,~~employees ~~accounted for $384~~(13.0%). ~~Outside~~● ofA ~~these~~52.2% ~~account~~decline ~~losses,~~in ~~our~~Direct ~~other~~Hire ~~20 staffing clients~~revenue, ~~plus~~which ahistorically ~~new~~carries ~~one, combined for~~ a ~~year-over-year~~90% ~~increase~~gross ~~in Recruiting and Staffing revenue of $14~~margin.

~~Video and~~EOR ~~Multimedia~~margins ~~Production~~declined ~~Revenues:~~to ~~Video~~12.0% ~~Production,~~from ~~which~~12.2% ~~includes~~in ~~managed services and project freelance work~~2023, ~~increased its~~ ~~revenue~~primarily indue ~~2023 by $62~~ to ~~$326~~two ~~when~~gold ~~compared~~star ~~to 2022~~client’s ~~$264.~~increased ~~Video~~reliance ~~Production~~on ~~represented~~1099 ~~1.5%~~contractors, whose share of ~~2023~~EOR revenue, arose 50from 17.3% ~~improvement~~ in ~~segment~~2023 to ~~share when it represented 1~~25.8% ~~of revenue~~ in ~~2022~~2024.

~~Gross Profit:~~Non-EOR ~~Gross~~gross ~~profit~~margins ~~represents~~declined ~~revenues~~to 20.7% in 2024 from 23.7% ~~services~~in ~~less~~2023, ~~cost~~primarily ofdue ~~services~~to ~~expenses~~lower ~~also~~margins ~~referred~~in toMedia asStaffing ~~Cost~~and ofVideo ~~Revenue~~Production. ~~(COR),~~Media Staffing margins decreased from 19.3% in 2023 ~~which~~to ~~consist~~18.5% ofin ~~payroll~~2024, ~~payroll~~while ~~taxes,~~Video ~~benefits,~~Production ~~payroll-related~~margins ~~insurance,~~fell ~~union~~1.3 ~~benefits,~~percentage ~~field~~points ~~talent~~to 19.6%, ~~allocation~~despite ofa ~~recruiting~~37% increase in revenue. The decline was ~~Software~~partially asattributable to an approximate $10 credit issued to a ~~Service~~client ~~(“SaaS”)~~due to a procedural matter. Although Direct Hire margins improved by 3.8 percentage points to 94.7% from 91.0% in 2023, ~~and~~the ~~reimbursable~~revenue ~~costs~~impact ~~for~~was ~~out-of-pocket~~limited, ~~items~~as Direct Hire revenue declined 52.3% to $95 in 2024 from $199 in 2023.

~~Our~~Selling, General and Administrative Expenses ~~Gross~~(“SG&A”): ~~Profits~~SG&A inexpenses ~~2023~~increased ofby $111 to $3,~~039~~899 ~~were~~in ~~short~~2024 ofcompared ~~2022’s~~to $3,~~494~~788 in SG&A in 2023 driven by a $~~455~~308 rise in loaded salaries and benefits, aas ~~13.0%~~the ~~negative~~company ~~variance~~expanded its sales, client services, and HR/payroll teams. Notable cost changes included:

~~Our gross~~● ~~margin~~Wage isand ~~the~~benefit ~~percentage~~costs ~~of revenue after cost of revenue (COR). Gross margins~~ increased 60by ~~basis points in 2023 to 14.2% from 13.6% in 2022. The catalyst in 2023 was the~~ $~~100~~308, ~~increase~~with insales, ~~our~~client ~~Direct~~services, ~~Hire~~and ~~business~~HR/payroll ~~which~~accounting ~~accounted~~ for ~~the~~$244 ~~40-basis point difference. EOR’s 20 basis point increase to 12.2 accounted for the remaining 20 points~~ of the ~~60-point~~ increase ~~in 2023 from 2022~~. ~~This~~● ~~was the~~Legal ~~fifth~~expenses ~~consecutive~~declined ~~year~~by in$165 ~~which~~to ~~MMG~~$26 ~~was~~due ~~able~~ to ~~increase~~the ~~its~~completion ~~gross~~of ~~margins,~~restructuring ~~with~~and ~~the~~Vivos-related ~~compounded~~matters. ~~annual~~● ~~growth~~Corporate ~~rate~~non-operational ~~(CAGR)~~costs ~~of such~~decreased ~~increases~~by ~~being~~$131 6(16.67%.) ~~Since~~to ~~2019, the CAGR is 7~~$657.~~6%.~~

~~Our EOR~~From ~~margins,~~an ~~which~~MMG aoperational ~~year~~perspective, ~~ago~~SG&A ~~increased~~was up 0$242 (7.25%,) orin 22024 from 2023.2 ~~points~~Salaries, ~~from~~inclusive ~~9.8%~~of incommissions, ~~2021~~payroll totax, ~~12.0%~~and bonus rose $229 in ~~2022~~the year ending December 31, 2024 ~~continued~~compared to ~~remain~~same ~~strong~~period atin 122023.~~2% versus~~ ~~12.0%~~$221 inof ~~2022~~the increase was salary based as we bolstered our client services, sales, and HR/payroll departments.

~~EOR margins,~~Operational ~~which~~nonwage ~~were~~and ~~9.2%~~benefit costs were favorable in ~~2020~~2024 ~~and~~to ~~9.8%~~2023 by $51 as savings were derived in ~~2021,~~contract ~~rose~~services ~~32.6%~~by ~~and~~$76 ~~24.9%,~~as ~~respectively,~~we ~~due~~curtailed topart-time ~~price~~outsourced ~~changes~~controller toservices ~~several~~and ~~clients~~marketing atsupport, ~~their~~commercial ~~contract~~legal ~~renewal,~~fees aby ~~mix~~$27 as $143 in ~~client~~Receiver ~~revenue,~~related ~~favoring~~costs ~~those~~were ~~with~~booked ~~higher~~to ~~contractual~~Other ~~margins~~Expense, ~~increased~~staff ~~use~~events ofby ~~higher~~$39, dues ~~margin~~and W2subscriptions ~~over~~by ~~1099~~$21 ~~workers,~~ and ~~equipment~~payroll ~~rental~~fees ~~pricing~~by ~~change~~$4 ~~which~~as ~~enabled~~ADP ~~our~~incentive ~~gross~~included ~~margins~~a tothree-month ~~flex~~holiday.

~~Non-EOR margin~~Increases ~~performance~~were ~~climbed~~seen ~~1.5%~~in tosoftware ~~23.9%~~by ~~from~~$54 ~~22.4%~~as ~~when~~we ~~comparing~~added Concur ~~2023~~($12) toand ~~2022.~~allocated ~~However,~~all ~~Media~~non-direct ~~Staffing~~hire ~~was~~software ~~off~~charges ~~2022’s 20.3% GM~~ to ~~2023’s~~SG&A ~~19.3%~~versus asCOR, ~~the~~state ~~loss~~franchise ofand ~~one~~minimum oftaxes ~~the~~by ~~aforementioned~~$24, ~~clients~~marketing programs ~~alone~~by ~~prevented~~$14, ~~Staffing~~and ~~margins~~communications ~~from~~by ~~reaching~~$11 ~~20.6% which~~as ~~otherwise~~we ~~would~~added ~~have~~Our ~~exceeded~~People ~~2022’s~~for ~~20.3%~~internal ~~performance~~messaging.

~~Video Production and Direct Hire margins at 23.0% and 90.8% in 2023 were only slightly off 2022’s 23.5% and 90.9%, respectively.~~34

~~Selling, General~~Interest ~~and Administrative Expenses (“SG&A”)~~Income: ~~SG&A~~Interest ~~expenses decreased $611 to $3,788 in 2023 compared to~~income ~~$4,400~~from inrelated ~~SG&A~~parties inrose ~~2022 largely because of lowering of legal and other professional service fees associated with the Vivos Matter~~ by $~~434~~183, ~~$440~~from ~~when looking at commercial and Vivos Matter legal costs only; while loaded salaries were~~ $~~187~~269 ~~favorable~~ to ~~2022~~$452, ~~and~~after ~~liability insurance~~applying ~~was~~a ~~lowered~~10% byinterest ~~$46.~~rate ~~The~~to ~~loaded~~all ~~salaries~~notes ~~reduction~~receivable ~~was~~following ~~driven~~their byenrollment as ~~bonuses~~court ~~being~~judgments ~~lowered~~on byDecember ~~$156~~29, ~~commissions by $46~~2023, ~~and~~related ~~salaries by~~to ~~$37~~arbitration awards.

~~Corporate non-operational~~This ~~costs~~increase ~~totaling~~reflects ~~$788~~a ~~were~~change ~~$663,~~in orestimate ~~45.7%,~~based on ~~favorable~~the ~~when~~advice ~~compared~~of toMMG ~~the~~counsel, ~~same~~whose ~~period~~interpretation ~~ending~~of ~~December~~the ~~31,~~award ~~2022~~led ~~when they~~to ~~reached~~MMG’s ~~$1,451.~~recalculation ~~Corporate~~of ~~non-operational~~accrued ~~costs~~interest ~~consist~~from ~~predominantly~~August of31, ~~public~~2022 ~~company~~to December ~~costs~~31, as2024, ~~well~~resulting asin ~~those~~an ~~related~~approximate to$132 ~~the Vivos~~reversal ~~Matter~~in interest.

33Maslow also earned $18 in other interest income - $14 from a federal tax refund (2016–2020) received in April 2024, and $4 from an FDIC-insured money market account.

~~From an~~Other ~~MMG~~Income ~~operational~~(Expense): ~~perspective~~In 2024, ~~SG&A~~we ~~was~~incurred up $51249 in ~~2023~~net ~~from~~other ~~2022. Salaries~~income/expenses, ~~inclusive~~compared ofto ~~commissions,~~$179 in ~~payroll tax~~2023, ~~and~~reflecting ~~bonus rose~~a ~~$25 in the~~ year-over-year ~~ending~~increase ~~December~~of ~~31,~~$70. ~~2023~~Total ~~compared~~expenses tofor ~~same~~2024 ~~period~~were ~~in 2022.~~ $75379, ofoffset ~~the~~by ~~increase~~recovery ~~were~~of ~~salary~~overpaid ~~based~~IRS ~~alone~~interest ~~as we~~and ~~bolstered~~penalties ~~client~~of ~~services,~~$127 ~~sales,~~ and HRa ~~personnel~~$3 ~~while~~credit ~~making~~card ~~sacrifices elsewhere~~rebate. ~~The~~In ~~salary~~April ~~increases~~2024, byMMG ~~department~~received ~~were~~the ~~driven by~~final ~~Client~~payment ~~Service~~of ~~loaded salaries up~~ $59288 asfrom wethe ~~added~~IRS ~~headcount~~for toovercharged ~~focus~~penalties and oninterest ~~existing~~ and ~~new~~an ~~clients.~~uncredited ~~Our~~payment ~~Human~~that ~~Resource~~we ~~(HR) department~~contested ~~which~~in ~~includes~~2021, ~~operational~~related ~~field~~to ~~support~~charges ~~rose~~incurred ~~$48~~between ~~through~~2016 ~~headcount~~and ~~growth~~2021. ~~Conversely,~~Of ~~Sales~~this ~~and~~amount, ~~Marketing department~~$127 ~~loaded~~had ~~salaries~~been ~~were~~originally ~~favorable~~requested bybut ~~$36~~not ~~because~~confirmed ~~commission~~for ~~payments~~credit ~~were down~~ by ~~$63,~~the ~~accounting~~IRS. ~~and finance down $5~~Hence, ~~and~~we ~~Video Production~~did ~~loaded~~not ~~salaries~~provision ~~reduced~~for bythe ~~$14~~funds return.

~~Operational nonwage~~The ~~and~~$379 ~~benefit~~in nonoperational costs ~~savings~~primarily consisted ~~were~~of ~~derived in commercial~~ legal fees byand ~~$39,~~settlements ~~dues~~related ~~and~~to ~~subscriptions~~receivership byactivities ($17143), ~~and~~restructuring ~~depreciation~~($121), and ~~recruiting software,~~the ~~each~~now-settled bySWC matter ($13115).

~~Overall,~~Interest Expense: Interest expense rose ~~staff~~by ~~health~~$16, ~~benefits~~from ~~were~~a uplow of $1192 ~~due~~in 2023 to an$108 ~~increase~~as inthe ~~premium~~need ~~costs~~for ~~and~~using ~~accrued~~our ~~leave~~Gulf upCoast ~~$33.~~factoring ~~The~~facility ~~only~~increased. ~~other~~Also ~~notable~~impacting ~~cost~~rate ~~increases~~percentages inand ~~2023~~higher ~~over~~interest ~~2022~~costs ~~were~~to ~~staff~~a ~~meetings~~small bydegree ~~$31,~~was ~~necessitated~~that byone of our ~~virtual~~clients ~~model;~~left ~~marketing~~the Buyer Initiated Payment (“BIP”) program (explained in the Liquidity and ~~promotion~~Capital byResources ~~$26,~~section asdirectly ~~investments~~below), ~~were made~~resulting in ~~digital~~a ~~marketing;~~higher APR ~~and~~for ~~contract~~this ~~services~~client byon ~~$15~~90-day terms.

~~Interest~~ Income Taxes: ~~Interest~~Reliability ~~income~~did ~~from~~not ~~related~~have ~~parties~~an ~~increased~~income bytax ~~$37~~expense ~~from~~in ~~$232~~2024 compared to a $~~269.~~14 payment ~~Maslow~~for ~~earned~~the anyear ~~additional~~ending ~~$25~~December ~~interest~~31, ~~income; $8~~2023. ofIn ~~which~~2023 ~~was~~and ~~federal~~prior ~~interest~~we ~~received~~booked ~~for~~several ~~the~~state ~~delay~~income intaxes ~~receipt~~which ofhad ~~the~~minimum ~~2021~~tax ~~second~~requirements and ~~quarter~~franchise ~~ERC~~fees ~~which~~to ~~was~~income ~~not~~tax. ~~deposited~~In ~~until April 28~~2024, ~~2023;~~those ~~and~~ $1727 ~~from~~cash ~~the~~and ~~money~~accrued ~~market~~costs ~~interest~~were onrecorded ~~mostly~~in ~~those~~SG&A ~~very~~as ~~same~~Business ~~funds~~Taxes.

~~Other Income~~LIQUIDITY ~~(Expense):~~AND InCAPITAL 2022, $223 was netted mainly from $211 in additional ERC funds from the IRS for our 941X submission for the first quarter 2021, which we thought a portion to be ineligible when it was filed. These earnings were eroded slightly by legal fees associated with the SWC matter. In 2023, the results are flipped by $402 as we accumulated only nonoperational costs, which were legal fees for the SWC matter ($65), and for restructuring severance and related legal fees ($114).RESOURCES

~~Interest~~Our working capital requirements are driven predominantly ~~Expense:~~by ~~Interest~~EOR ~~expense~~field ~~was~~talent payments, SG&A salaries, public company costs, interest associated with factoring, legal costs associated with the ~~lowest~~Vivos itMatter, ~~has~~and ~~been~~client ~~since~~accounts ~~2016~~receivable atreceipts. ~~$92~~Since inreceipts ~~2023~~from ~~versus~~client ~~$171~~payments inare ~~the~~on ~~year~~average ~~ending~~69 ~~December~~days 31behind payments to field talent, ~~2022~~working capital requirements can be periodically challenged. ~~This~~ ~~represents~~We have a ~~$79~~factoring ~~positive~~facility ~~variance~~with ~~which~~Gulf ~~was~~Coast ~~enabled~~Bank, bywhich advances ~~the~~93% ~~ERC~~of ~~cash~~our ~~which~~eligible inreceivables ~~turn~~at ~~eliminated~~an ~~our~~advance ~~need~~rate toof ~~factor~~15 ~~(borrow)~~basis ~~from May~~points, ~~until~~an ~~the~~interest ~~end~~rate of ~~December~~prime ~~2023~~plus 2%, with our prime floor rate at 4%.

~~Income~~Additionally, in April ~~Taxes:~~2024, ~~Income~~we ~~tax~~entered ~~expense~~into ina ~~2023~~Buyer ~~was~~Initiated ~~$14~~Payment ~~compared~~(“BIP”) agreement with American Express (“Amex”) which enables MMG to ~~$170~~be ~~for~~advanced 100% of purchase order approved invoices minus a flat interest rate percentage that is based on that day’s submitted invoice volume. The greater the ~~year~~volume ~~ending~~the ~~December~~lower ~~31,~~the ~~2022~~interest rate charged. ~~2023~~This ~~taxes~~has ~~booked~~had ~~covered~~a ~~several~~profoundly positive impact on our ability to ~~state~~accelerate ~~income~~cash ~~taxes~~conversion ~~which~~and ~~had~~lower ~~minimum~~DSO ~~tax~~as ~~requirements~~well as our borrowing costs.

~~LIQUIDITY~~As of December, 31, 2024, 80.9% of our $4,688 ~~AND~~accounts ~~CAPITAL~~receivable ~~RESOURCES~~was current compared to 87.4% out of $2,993 on December 31, 2023. As of December 31, 2024, 1.7% between 31 and 60 days was past due versus 0.9% in 2023, and 0.2% between 60 and 90 days versus 0.6% at the end of 2023, and 0.1% for 90 days and greater past due which was 0.5% in 2023.

Our ~~working~~ ~~capital~~primary ~~requirements~~sources of liquidity are ~~driven~~cash ~~predominantly~~generated from byoperations ~~EOR~~via ~~field~~accounts ~~talent~~receivable ~~payments,~~and ~~SG&A~~borrowings ~~salaries,~~under ~~public~~our ~~company~~Factoring ~~costs~~Facility with Gulf Bank (“Gulf”), ~~interest~~and Amex’s ~~associated~~BIP, with ~~factoring,~~the ~~legal~~former ~~costs~~enabling ~~associated~~access ~~with~~to the ~~Vivos~~7% ~~Matter,~~unfactored ~~and~~portion. ~~client~~Because ~~accounts~~certain ~~receivable~~large ~~receipts.~~clients ~~Since~~a ~~receipts~~few ~~from client~~years ~~payments~~ago ~~are~~changed ontheir ~~average~~payment practices 69announcing ~~days~~60- ~~behind~~and ~~payments~~90-day terms amounting to ~~field~~a ~~talent,~~unilateral ~~working~~extension ~~capital~~to ~~requirements~~contractual ~~can~~terms beby ~~periodically~~30-60 ~~challenged. We~~days, ~~have~~we acan ~~factoring~~be ~~facility~~adversely impacted ~~with~~since Gulf ~~Coast~~no ~~Bank,~~longer ~~which~~provides ~~advances~~credit ~~93%~~if ofan ~~our~~account ~~eligible~~obligor ~~receivables~~pays atmore anthan ~~advance~~120 ~~rate~~days ofafter 15the ~~basis~~invoice ~~points~~date. However, an ~~interest~~since ~~rate~~Gulf covers two of ~~prime~~the ~~plus~~companies ~~2%,~~that ~~with~~have ~~our~~moved ~~prime~~to ~~floor~~90-day ~~rate~~terms, atit 4%reduces that burden on us.

~~Additionally, in~~Our ~~April~~primary ~~2023,~~uses weof ~~entered~~cash ~~into~~are afor ~~Buyer~~payroll ~~Initiated~~to ~~Payment~~field talent, ~~(“BIP”)~~corporate ~~agreement~~and ~~with~~staff ~~American Express~~employees, ~~(“Amex”)~~related ~~which~~payroll ~~enables~~liabilities, ~~MMG~~operating expenses, legal fees relating to bethe ~~advanced~~Vivos ~~100%~~matter ofand ~~purchase~~the SWC ~~order~~lawsuit, ~~approved~~public ~~invoices~~company ~~minus~~costs, aincluding ~~flat~~but ~~interest~~not ~~rate~~limited ~~percentage that~~to isgeneral ~~based~~and onprofessional ~~that~~liability ~~day~~and directors and officer’s ~~submitted~~liability insurance ~~invoice~~premiums, ~~volume.~~legal ~~The~~fees, ~~greater~~filing ~~the~~fees, ~~volume~~auditor ~~the~~and ~~lower~~accounting ~~the~~fees, ~~interest~~stock ~~rate~~transfer ~~charged.~~services, ~~This~~and ~~has~~board ~~had a~~compensation; ~~profoundly~~followed ~~positive~~by cash ~~impact~~factoring, onand ~~our~~BIP ~~ability~~borrowing tointerest; ~~accelerate~~and cash ~~conversion~~taxes. ~~and~~As ~~lower~~of ~~DSO~~March as31, ~~well~~2024, aswe ~~our~~have ~~borrowing~~approximately ~~costs.~~$46 in notes payable.

As of December 31, 2023, 87.4% of our $2,993 in accounts receivable was current compared to 66.3% out of $5,750 which was current on December 31, 2022. As of December 31, 2023, 98.0% is current to 30 days past due compared to 87.5% a year ago, 0.9% between 31 and 60 days past due versus 11.6% in 2022, and 0.6% between 60 and 90 days versus 0.4% at the end of 2022, and 2023’s 0.5% for 90 days and greater past due which was on par for the portion greater than 90 days in 2022.35

~~Our primary~~Since ~~sources~~we ~~of liquidity~~ are ~~cash~~an ~~generated~~EOR ~~from operations via accounts receivable and borrowings under our Factoring Facility~~ with ~~Gulf~~ ~~Bank (“Gulf”), and Amex’s BIP, with~~ the ~~former~~majority ~~enabling~~of ~~access to the 7% unfactored portion. Because certain large~~contracted ~~clients~~talent apaid ~~few~~as ~~years~~W-2 ~~ago~~employees ~~changed~~who ~~their~~are ~~payment~~paid ~~practices~~known ~~announcing~~amounts ~~60-~~on ~~and~~a ~~90-day~~consistent ~~terms~~schedule, ~~amounting~~our tocash ainflows ~~unilateral~~do ~~extension~~not totypically ~~contractual terms~~align bywith ~~30-60~~these ~~days~~required payments, weresulting ~~can~~in betemporary ~~adversely~~cash ~~impacted~~challenges, ~~since~~which ~~Gulf~~is nowhy ~~longer~~in ~~provides~~the ~~credit~~past ifwe anemployed ~~account~~factoring. ~~obligor~~Because ~~pays~~we ~~more~~do ~~than~~also ~~120~~employ ~~days~~1099 contracted ~~after~~firms ~~the~~and ~~invoice~~individuals ~~date.~~with ~~However,~~payments ~~since~~terms ~~Gulf~~which ~~covers~~vary ~~two~~from ofimmediate ~~the companies that have moved~~ to ~~90-day~~30 ~~terms~~days, itour ~~reduces~~cash ~~that~~requirements ~~burden~~can onbe usquite variable.

34As of December 31, 2024, of our $4,688 in billed trade receivables, $2,375 was subject to interest by Gulf for factoring, representing 51%. (See Net Factoring total on line 1 of Current Liabilities on Balance Sheet).

~~Our primary~~Vivos ~~uses~~Debtors as of ~~cash~~December ~~are for payroll to field talent~~31, ~~corporate~~2024 ~~and~~had ~~staff~~notes ~~employees, related payroll liabilities, operating expenses,~~receivable ~~legal~~totaling ~~fees relating to the Vivos matter and the SWC lawsuit~~$5, ~~public company costs~~847, including ~~but~~default ~~not~~on ~~limited~~a ~~to general and professional liability and directors and officer’s liability insurance premiums~~$3,000 ~~legal~~promissory ~~fees,~~note ~~filing fees, auditor~~ and ~~accounting~~on ~~fees,~~a ~~stock transfer~~$750 ~~services,~~tax ~~and~~obligation ~~board~~in ~~compensation;~~December ~~followed by cash factoring, and BIP borrowing interest; and cash taxes~~2019. ~~As of March 17, 2024, we have no long-term debt payments.~~

~~Since~~It was also anticipated that following the Merger, wethe ~~are~~Company anwould ~~EOR~~both ~~with~~access the ~~majority~~capital markets by selling additional shares of ~~contracted~~Company ~~talent~~Common ~~paid~~Stock asand ~~W-2~~use ~~employees~~shares ~~who~~of ~~are~~Company ~~paid~~Common Stock ~~known~~as ~~amounts~~currency onto aacquire ~~consistent~~other ~~schedule~~business revenues. However, ~~our cash~~all ~~inflows~~300 domillion ~~not~~authorized ~~typically~~shares ~~align~~of ~~with~~Company ~~these~~Common ~~required~~Stock ~~payments,~~were ~~resulting~~issued in connection ~~temporary~~with ~~cash~~the ~~challenges,~~Merger. ~~which~~No isshares ~~why~~are inexpected to become available to the ~~past~~Company until the legal dispute with the Vivos Debtors and weVivos ~~employed~~Group ~~factoring~~is resolved. ~~Because~~At wethat dopoint ~~also~~the ~~employ~~Company ~~1099~~can ~~contracted~~decide ~~firms~~whether ~~and~~to ~~individuals~~amend ~~with~~the ~~payments~~Company’s ~~terms~~Certificate ~~which~~of ~~vary~~Formation ~~from~~to ~~immediate~~increase the number of authorized shares of Company Common Stock or approve a reverse split of the outstanding shares of Company Common Stock to provide 30additional ~~days,~~shares ~~our~~for ~~cash~~these ~~requirements~~purposes. No assurance can be ~~quite~~given ~~variable~~as to when this might take place.

~~Vivos Debtors~~In asApril ~~of December 31~~2023, ~~2023~~we ~~had~~received ~~notes~~our ~~receivable~~final ~~totaling~~ERC payment of $51,~~501,~~209 ~~including~~as ~~default~~the onERC adid ~~$3,000~~help ~~promissory~~bolster ~~note~~our ~~and~~cash onreserves aover ~~$750 tax~~the ~~obligation~~past inthree ~~December 2019~~years.

~~It was~~As ~~also~~of ~~anticipated~~December, ~~that~~31, ~~following the Merger~~2024, ~~the~~our ~~Company~~working ~~would both access the~~ capital ~~markets by selling additional shares of Company~~was ~~Common~~$7,296 ~~Stock~~compared ~~and use shares of Company Common Stock as currency~~ to ~~acquire~~$7,913 ~~other~~on ~~business~~December ~~revenues. However~~31, ~~all 300 million authorized shares of Company Common Stock were issued in connection with the Merger~~2023. No shares are expected to become available to the Company until the legal dispute with the Vivos Debtors and Vivos Group is resolved. At that point the Company can decide whether to amend the Company’s Certificate of Formation to increase the number of authorized shares of Company Common Stock or approve a reverse-split of the outstanding shares of Company Common Stock to provide additional shares for these purposes. No assurance can be given as to when this might take place.

In ~~April~~ ~~2023~~2025, we ~~received~~do anticipate approximately $500 in incremental SG&A, as our ~~final~~2024 ~~ERC~~loaded ~~payment~~salary ofrun rate will alone have a $1126 impact and we will continue to invest for growth in technology,~~209~~ heads, as ~~the~~well ~~ERC~~as ~~did~~an ~~help~~expected ~~bolster~~increase ~~our~~in ~~cash~~legal ~~reserves~~fees ~~over~~associated with the ~~past~~receiving ~~three~~process. ~~years~~We also factored in price increases due to inflation but at a lower rate than a year ago.

~~As of~~For ~~December 31~~2024, ~~2023,~~a ~~our~~summary ~~working~~of ~~capital~~our ~~was $7~~operating,~~913~~ ~~compared to $8~~investing,~~645~~ ~~on December 31, 2022~~ and ~~$9,361 at the end of 2021. We are~~ ~~due~~financing anactivities ~~additional~~is ~~approximate~~shown ~~$138~~in ~~for tax abatements that we negotiated with~~ the ~~IRS~~following ~~for the tax period 2016-2019.~~table:

In 2023, our 2022 10K stated we would be adding $350 to our SG&A for growth, and although we did begin the investments on personnel, we did not begin implementing our new ADP Workforce Manager and Workforce Now Payroll and HRIS system as soon as originally planned as it went live late December 2023. Additionally, due to lower revenue than anticipated and the Vivos Matter not settling as anticipated, certain initiatives were not pursued.

	December 31,
	2024			2023

Net cash provided by (used in) operating activities	$	(2,587	)	$	3,016
Net cash used in investing activities		(68	)		(9	)
Net cash provided by (used in) financing activities		2,355			(2,412	)
Net change in cash and cash equivalents	$	(300	)	$	595

~~In 2024,~~Operating we do anticipate approximately $350 in incremental SG&A, as we continue to invest for growth as heads will be added for sales, recruiting, and human resources, as well as an expected increase in legal fees associated with the receiving process, liability insurance based on improved D&O coverage, and payroll fees associated, and with ADP’s Workforce Now. We also factored in price increases due to inflation but at a lower rate than a year ago.Activities

~~For 2023,~~Cash aflows ~~summary~~from operating activities primarily consist of ~~our~~net ~~operating,~~income ~~investing~~(loss), adjusted for non-cash items such as depreciation and ~~financing~~amortization, ~~activities~~as iswell ~~shown~~as changes in ~~the~~working ~~following~~capital. ~~table:~~The key factors influencing cash inflows and outflows include factoring, accounts receivable, and accrued payroll and expenses.

	December 31,
	2023			2022
Net cash provided by (used in) operating activities	$	3,016		$	(1,427	)
Net cash used in investing activities		(9	)		(9	)
Net cash provided by financing activities		(2,412	)		1,639
Net change in cash and cash equivalents	$	595		$	203

In 2024, net cash used in operating activities was $2,587, representing a decrease of $5,603 compared to net cash provided of $3,016 in 2023. This decline was primarily driven by a $5,130 increase in trade receivables over cash converted and accrued party-related interest adverse cash change of $168. These cash decreases were partially offset by increases in cash flows from net income by $168, accounts payable at $335, accrued payroll at $275, and accrued expenses at $46.

3536

~~Operating~~ Investing Activities

Cash ~~employed~~ byused ~~operating~~in investing activities ~~consists~~consisted of ~~net~~$52 for ~~income~~implementation ~~(loss),~~of ~~adjusted~~ADP ~~for~~Workforce ~~non-cash~~Now ~~items,~~and ~~including~~an ~~depreciation~~additional ~~and~~$16 ~~amortization~~for in cash paid for laptops, ~~and~~ ~~the~~accounting ~~effect~~for of$68 ~~working~~in total capital ~~changes~~expenditures in 2024. ~~The~~This ~~primary~~was ~~drivers~~$59 ofhigher ~~cash~~in ~~inflows~~capex ~~and~~than ~~outflows~~in ~~are~~2023 ~~factoring,~~when ~~accounts~~$9 ~~receivable,~~was ~~and~~spent ~~accrued payroll~~on ~~and expenses~~laptops.

~~During 2023,~~Financing net cash provided by operating activities was $3,016, an increase of $4,443 compared to ($1,427) in 2022. This increase is primarily attributable to trade receivables providing $3,344 more in converted cash than 2022, while accrued payroll shrank comparatively by $304, coupled with $505 less in cash accumulated for taxes in 2022 based on 2021’s net profit.Activities

~~Investing~~Cash provided by financing activities was $2,355 in ~~Activities~~2024 compared to cash used for a total of $2,412 in 2023. The $4,767 increase was due to higher borrowing levels, which totaled $9,132 in 2024. Repayments also increased by $716 reaching $6,930 in 2024. This increased financing activity reflects the company’s growing cash needs in line with revenue growth. In 2023, borrowing was $5,364 lower, as the company had sufficient cash on hand following the receipt of a final Employee Retention Credit (ERC) payment of $1,209 in April of 2023, which helped sustain liquidity for the remainder of the year.

~~Cash used~~OFF-BALANCE inSHEET ~~investing activities consists primarily of cash paid for capital expenditures. Only laptops were purchased in 2022 and 2023.~~ARRANGEMENTS

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

~~Cash used~~CRITICAL inACCOUNTING ~~financing~~POLICIES ~~activities~~AND in 2023 was ($2,412) as compared to cash employed for the same purpose totaling $1,639 in 2022. Our borrowing was $10,204 and repayment of $6,085 less in 2023 than in 2022 as we repatriated all factoring cash by July 2023. We only began borrowing again in late December 2023 and landed on $174 due to Gulf compared to $2,619 at the end of 2022.ESTIMATES

~~OFF~~We have identified the policies listed below as critical to our business and the understanding of our results of operations. For a detailed discussion of the application of these and other accounting policies, see Note 3 in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-~~BALANCE~~K. The preparation of consolidated ~~SHEET~~financial ~~ARRANGEMENTS~~statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods.

~~We had~~On noan ~~material~~ongoing ~~off-balance~~basis, ~~sheet~~management ~~arrangements~~evaluates ~~that~~its ~~have~~estimates, including orthose ~~are~~related ~~likely~~ to ~~have~~revenue recognition, acollectability ~~current~~of oraccounts ~~future~~receivable, ~~material~~contingencies, ~~effect~~litigation, income taxes, and other liabilities. Management based its estimates and judgments on ~~our~~historical ~~operations~~experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the consolidated financial statements.

~~CRITICAL ACCOUNTING~~REVENUE ~~POLICIES AND ESTIMATES~~RECOGNITION

~~We have~~The ~~identified~~Company ~~the~~accounts ~~policies~~for ~~listed~~revenues ~~below~~when asboth ~~critical~~ parties to ~~our business and~~ the ~~understanding~~contract ofhave ~~our~~approved ~~results of operations. For a detailed discussion of~~ the ~~application of these and other accounting policies~~contract, ~~see Note 3 in~~ the ~~Notes~~rights toand ~~the~~obligations ~~Consolidated Financial Statements~~ of ~~this~~the ~~Annual~~parties ~~Report~~are onidentified, ~~Form~~payment ~~10-K.~~terms ~~The~~are ~~preparation of consolidated financial statements in conformity with GAAP~~identified, ~~requires management to make estimates~~ and ~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and~~ ~~liabilities~~collectability ~~at the date~~ of ~~the~~consideration ~~consolidated~~is ~~financial~~probable. ~~statements,~~Payment ~~and~~terms ~~the~~vary ~~reported~~by ~~amounts~~client ~~of revenues~~ and ~~expenses during~~ the ~~reporting periods~~services offered.

OnWe derive our revenues from four segments: EOR, Recruiting anand ~~ongoing~~Staffing ~~basis~~(temporary), ~~management~~Direct ~~evaluates~~Hire ~~its~~and ~~estimates,~~Video ~~including~~and ~~those~~Multimedia ~~related~~Production. toRevenues ~~revenue~~are ~~recognition,~~recognized ~~collectability~~when ofpromised ~~accounts~~services ~~receivable,~~are delivered ~~contingencies,~~to ~~litigation~~a client, ~~income~~in ~~taxes,~~an ~~and~~amount ~~other~~that ~~liabilities.~~reflects ~~Management~~the ~~based~~consideration ~~its~~we ~~estimates~~expect ~~and~~to ~~judgments~~be onentitled ~~historical~~to ~~experiences~~in exchange for those services. Revenues as presented ~~and~~in onthe ~~various~~consolidated ~~other~~statements ~~factors~~of ~~believed~~operations represent services rendered to beclient ~~reasonable~~less ~~under~~variable ~~the~~consideration, ~~circumstances~~such as sales adjustments and allowances. ~~Actual~~Reimbursements ~~results~~often ~~under~~related ~~circumstances~~to ~~and~~out-of-pocket ~~conditions~~expenses, ~~different than~~and ~~those~~equipment ~~assumed~~leasing ~~could~~are ~~result~~also included in ~~differences~~revenues, ~~from~~and ~~the~~equivalent amounts ~~estimated~~of ~~amounts~~reimbursable inexpenses ~~the~~and ~~consolidated~~leased ~~financial~~costs ~~statements~~are included in cost of services.

~~REVENUE~~We record revenue on a gross basis as a principal ~~RECOGNITION~~versus on a net basis as an agent in the presentation of revenues and expenses. We have concluded that gross reporting is appropriate because we (i) have the risk of identifying and hiring qualified workers, (ii) have the discretion to select the workers and establish their price and duties and (iii) we bear the risk for services that are not fully paid for by client.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.37

~~We derive~~Temporary ~~our~~staffing revenues ~~from~~are ~~four~~accounted ~~segments:~~for ~~EOR,~~as ~~Recruiting~~a single ~~and~~performance ~~Staffing~~obligation ~~(temporary),~~satisfied ~~Direct~~over ~~Hire~~time ~~and~~because ~~Video~~the ~~and~~customer ~~Multimedia~~simultaneously ~~Production.~~receives ~~Revenues are~~and ~~recognized~~consumes ~~when~~the ~~promised~~benefits ~~services~~of ~~are~~the ~~delivered~~Company’s performance toon aan ~~client,~~hourly inbasis. anThe ~~amount~~contracts ~~that~~stipulate ~~reflects~~weekly ~~the~~billing, ~~consideration~~and wethe ~~expect~~Company tohas beelected ~~entitled to~~the in“as ~~exchange~~invoiced” ~~for~~practical expedient ~~those~~to ~~services.~~recognize ~~Revenues~~revenue asbased ~~presented~~ on the ~~consolidated~~hours ~~statements~~incurred ofat ~~operations~~the ~~represent~~contractual ~~services~~rate ~~rendered to client less variable consideration, such~~ as ~~sales~~we ~~adjustments~~have ~~and~~the ~~allowances.~~right ~~Reimbursements often related~~ to ~~out-of-pocket~~payment ~~expenses, and~~in ~~equipment~~an ~~leasing~~amount ~~are~~that ~~also~~corresponds directly ~~included~~with inthe ~~revenues,~~value ~~and equivalent amounts~~ of ~~reimbursable~~performance ~~expenses~~completed ~~and~~to ~~leased costs are included in cost of services~~date.

~~We record~~Direct Hire revenue is recognized on athe ~~gross~~date ~~basis~~the candidate’s asfull-time aemployment ~~principal~~with ~~versus~~the oncustomer ahas ~~net~~commenced. ~~basis~~The ascustomer anis ~~agent~~invoiced inon the ~~presentation~~start ofdate, ~~revenues~~ and ~~expenses.~~the Wecontract ~~have~~stipulates ~~concluded~~payment ~~that~~due ~~gross~~under ~~reporting~~varying isterms, ~~appropriate~~typically ~~because~~30 wedays. ~~(i)~~The ~~have~~contract with the ~~risk~~customer ofstipulates ~~identifying~~a ~~and~~guarantee ~~hiring~~period ~~qualified~~whereby ~~workers,~~the ~~(ii)~~Company ~~have~~will replace the ~~discretion~~ tocandidate ~~select~~free ~~the~~of ~~workers~~charge ~~and~~if ~~establish~~the ~~their~~employee ~~price~~is ~~and~~terminated ~~duties~~within ~~and~~the ~~(iii)~~first we90-day ~~bear~~period. ~~the~~As ~~risk~~such, ~~for~~the ~~services~~Company’s ~~that~~performance obligations are ~~not~~satisfied ~~fully~~upon ~~paid for~~commencement byof ~~client~~employment, at which point control is transferred to the customer.

36Allowances, recorded as a liability, are established to estimate these losses. Fees to clients are generally calculated as a percentage of the new worker’s annual compensation. No fees for Direct Hire services are charged to employment candidates.

~~Temporary staffing~~Video ~~revenues are accounted for as a single performance obligation satisfied over time because the customer simultaneously receives~~ and ~~consumes~~Multimedia ~~the~~Production ~~benefits~~revenues offrom ~~the Company’s performance on an hourly basis. The~~ contracts with ~~stipulate~~clients ~~weekly~~are ~~billing,~~recognized ~~and~~in the ~~Company has~~amount ~~elected the “as invoiced” practical expedient~~ to ~~recognize~~which ~~revenue based on the hours incurred at the contractual rate as~~ we have ~~the~~a right to ~~payment~~invoice inwhen ~~an amount that corresponds directly with~~ the ~~value~~services ofare ~~performance~~rendered ~~completed~~by toour ~~date~~field talent.

~~Direct Hire~~RECENT ~~revenue~~ACCOUNTING is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the Company will replace the candidate free of charge if the employee is terminated within the first 90-day period. As such, the Company’s performance obligations are satisfied upon commencement of employment, at which point control has transferred to the customer.PRONOUCEMENTS

~~Allowances, recorded~~For as a ~~liability,~~discussion ~~are~~of ~~established~~recent toaccounting ~~estimate~~pronouncements and ~~these~~their ~~losses.~~potential ~~Fees~~effect toon ~~clients~~our ~~are~~results ~~generally~~of ~~calculated~~operations asand afinancial ~~percentage~~condition, ofrefer ~~the~~to ~~new worker’s~~Note ~~annual~~3 ~~compensation.~~in Nothe ~~fees~~Notes ~~for~~to ~~Direct~~the ~~Hire~~Consolidated ~~services~~Financial Statements ~~are~~of ~~charged~~this toAnnual ~~employment~~Report ~~candidates~~on Form 10-K.

~~Video and~~ITEM ~~Multimedia~~7A. ~~Production~~QUANTITATIVE ~~revenues~~AND ~~from~~QUALITATIVE ~~contracts~~DISCLOSURES ~~with~~ABOUT ~~clients~~MARKET ~~are recognized in the amount to which we have a right to invoice when the services are rendered by our field talent.~~RISK

~~RECENT~~We are exposed to certain market risks from transactions ~~ACCOUNTING~~we ~~PRONOUCEMENTS~~enter into the normal course of business. Our primary market risk exposure relates to interest rate risk, which currently is tied to the Prime Interest rate.

~~For a~~INTEREST discussion of recent accounting pronouncements and their potential effect on our results of operations and financial condition, refer to Note 3 in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.RATES

~~ITEM~~Our Factoring Facility is priced at a variable interest 7Arate of prime plus 2% with a 15-basis point advance rate with a floor of 4%. ~~QUANTITATIVE~~Accordingly, ~~AND~~future ~~QUALITATIVE~~interest ~~DISCLOSURES~~rate ~~ABOUT~~increases ~~MARKET~~could ~~RISK~~potentially put us at risk for an adverse impact on future earnings and cash flows.

WeOur Amex BIP interest rate is paid upon invoice submission ~~are~~at ~~exposed~~a tofixed ~~certain~~percentage ~~market~~based ~~risks~~on ~~from~~the ~~transactions~~submission wetotal. ~~enter~~Invoice(s) ~~into~~under $10 cost 2.05%, those between $10 and $200 cost 1.55 % of the ~~normal~~invoice total, ~~course~~and a submission of ~~business~~invoice or invoices greater than $200 is subject to a 1.05% ~~Our~~cost. ~~primary~~Since ~~market~~MMG ~~risk~~submissions ~~exposure~~for ~~relates~~most of 2024 averaged tobetween ~~interest~~$10 ~~rate~~and ~~risk~~$100, ~~which~~our ~~currently~~average fee was 1.74% for invoices payable in 90 days, averaging $34 per submission. This translates into an approximate APR of 7.0% which is ~~tied~~4.3% tobetter than our factoring rate given the ~~Prime~~2024 ~~Interest~~average prime interest rate of 7.9% in 2024. At 90 days our Factoring APR average in 2024 was approximately 11.3%. Given the current prime interest rate is 7.50% at a DSO of 52, our current average APR as of March 7, 2025 is 10.55%.

~~INTEREST RATES~~38

~~Our Factoring~~ITEM ~~Facility is priced at a variable interest rate of prime plus 2% with a 15-basis point advance rate with a floor of 4%~~8. ~~Accordingly, future~~FINANCIAL ~~interest~~STATEMENTS ~~rate~~AND ~~increases~~SUPPLEMENTARY ~~could potentially put us at risk for an adverse impact on future earnings and cash flows.~~DATA

Our Amex BIP interest rate is paid upon invoice submission at a fixed percentage based on the submission total. Invoice(s) under $10 cost 2.05%, those between $10 and $200 cost 1.55% of the invoice total, and a submission of invoice or invoices greater than $200 is subject to a 1.05% cost. Since MMG submissions average between 10 and 200, our average fee is 1.55% for invoices payable in 90 days, averaging 100. This translates into an approximate APR of 6.2% which is 5.3% better than our factoring rate given the current prime interest rate as of March 17, 2024 of 8.5%. At a DSO of 52, our Factoring APR is approximately 11.5%.

	Page

Report of Independent Registered Public Accounting Firms PCAOB ID NO: 820	40

Audited Consolidated Financial Statements of Reliability, Incorporated.

Consolidated Balance Sheets as of December 31, 2024 and 2023	42

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023	43

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023	44

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	45

Notes to Consolidated Financial Statements	47

3739

~~ITEM 8.~~18012 ~~FINANCIAL~~Sky ~~STATEMENTS~~Park ~~AND~~Circle, ~~SUPPLEMENTARY~~Suite ~~DATA~~200 Irvine, California 92614 tel 949-852-1600 fax 949-852-1606 www.rjicpas.com

	Page
Report of Independent Registered Public Accounting Firms PCAOB ID NO: 820	39
Audited Consolidated Financial Statements of Reliability, Incorporated.
Consolidated Balance Sheets as of December 31, 2023 and 2022	41
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022	42
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022	43
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022	44
Notes to Consolidated Financial Statements	46

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

38To the Stockholders and Board of Directors

~~18012~~Reliability ~~Sky Park Circle, Suite 200 Irvine, California 92614 tel 949-852-1600 fax 949-852-1606 www.rjicpas.com~~Incorporated:

~~REPORT OF~~Opinion ~~INDEPENDENT~~on ~~REGISTERED~~the ~~PUBLIC~~Consolidated ~~ACCOUNTING~~Financial ~~FIRM~~Statements

ToWe have audited the accompanying consolidated balance sheets of Reliability Incorporated and Subsidiary (the ~~Stockholders~~“Company”) as of December 31, 2024 and ~~Board~~2023, and the related consolidated statements of ~~Directors~~operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the “consolidated financial statements”).

~~Reliability~~In our opinion, the consolidated financial statements ~~Incorporated:~~referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Opinion on~~Basis ~~the~~for ~~Consolidated Financial Statements~~Opinion

~~We have~~These ~~audited~~consolidated financial statements are the ~~accompanying~~responsibility of ~~consolidated~~the ~~balance~~Company’s ~~sheets~~management. ofOur ~~Reliability~~responsibility ~~Incorporated~~is ~~and~~to ~~Subsidiary~~express (an opinion on the “Company”)’s asconsolidated offinancial statements ~~December~~based ~~31,~~on ~~2023~~our ~~and~~audit. ~~2022,~~We ~~and~~are ~~the~~a ~~related~~public ~~consolidated~~accounting ~~statements~~firm ofregistered ~~operations,~~with ~~changes~~Public ~~stockholders’~~Company ~~equity,~~Accounting ~~and~~Oversight ~~cash~~Board ~~flows for~~(United ~~the~~States) ~~years~~(“PCAOB”) and ~~then~~are ~~ended,~~required ~~and~~to ~~the~~be ~~related~~independent ~~notes~~with respect to the ~~consolidated~~Company ~~financial~~in ~~statements~~accordance ~~(collectively~~with ~~referred~~the toU.S. asfederal securities laws and the ~~“consolidated~~applicable ~~financial~~rules ~~statements”)~~and regulations of the Security and Exchange Commission and the PCAOB.

In We conducted our ~~opinion,~~audits in accordance with the ~~consolidated~~standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements ~~referred~~are tofree ~~above~~of ~~present~~material ~~fairly~~misstatement, inwhether ~~all~~due ~~material~~to ~~respects~~error or fraud. The Company is not required to have, ~~the~~nor ~~financial~~were ~~position~~we engaged to perform, an audit of ~~the~~its ~~Company~~internal ascontrol over financial reporting. As part of ~~December~~our 31audits, ~~2023~~we ~~and~~are ~~2022,~~required ~~and~~to ~~the~~obtain ~~results~~an understanding of ~~their~~internal ~~operations~~control ~~and~~over ~~their~~financial ~~cash~~reporting, ~~flows~~but not for the ~~years~~purpose ~~then~~of ~~ended,~~expressing ~~in conformity~~an ~~with~~opinion ~~accounting~~on ~~principles~~the ~~generally~~effectiveness ~~accepted~~of in the ~~United~~Company’s internal ~~States~~control ofover ~~America~~financial reporting. Accordingly, we express no such opinion.

~~Basis~~Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for ~~Opinion~~our opinion.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Security and Exchange Commission and the PCAOB.40

~~We conducted~~Critical ~~our~~Audit audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Matters

~~Our~~ The critical audit ~~included~~matter ~~performing~~communicated ~~procedures~~below tois ~~assess~~a matter ~~the~~arising ~~risks~~from ofthe ~~material~~current ~~misstatement~~period audit of the consolidated financial statements, ~~whether~~that ~~due to~~was ~~error~~communicated or ~~fraud,~~required ~~and~~to ~~performing~~be ~~procedures~~communicated to ~~that~~the ~~respond~~Audit toCommittee ~~those~~of ~~risks.~~the ~~Such~~Board ~~procedures~~of ~~include~~Directors ~~examining,~~and onthat: a(1) ~~test~~related ~~basis,~~to ~~evidence supporting~~accounts ~~the~~or ~~amounts~~disclosures ~~and~~that ~~disclosures~~are inmaterial to the consolidated financial statements. ~~Our~~and ~~audit~~(2) ~~also~~involve ~~included~~challenging, ~~evaluating~~subjective, ~~the~~or ~~accounting~~complex ~~principles used~~judgments. ~~and~~The ~~significant~~communication ~~estimates~~of ~~made~~critical byaudit ~~management,~~matters asdoes ~~well~~not alter asin ~~evaluating~~any ~~the~~way ~~overall~~our ~~presentation~~opinion ofon the consolidated financial statements., taken as a while, and we are not, by communicated the critical Weaudit ~~believe~~matter ~~that~~below, ~~our~~providing separate opinions on the critical audit ~~provides~~matter aor ~~reasonable~~on ~~basis~~the ~~for~~accounts ~~our~~or ~~opinion~~disclosures to which they related.

~~Critical Audit~~Recoverability ~~Matters~~of Notes Receivable from Related Parties

~~The critical~~As ~~audit~~discussed ~~matter~~in ~~communicated~~Notes ~~below~~9 isand a11 ~~matter~~to ~~arising from~~ the ~~current period audit of the~~ consolidated financial statements, ~~that was~~the ~~communicated~~Company orhas ~~required~~significant torelated beparty ~~communicated~~transactions toand arrangements with the ~~Audit~~majority ~~Committee~~shareholders of the ~~Board~~Company ~~of Directors~~ and ~~that: (1) relate to accounts or~~ ~~disclosures~~other ~~that~~companies ~~are~~owned ~~material~~by to the ~~consolidated~~majority ~~financial statements and (2) involved challenging, subjective, or complex judgments~~shareholders. ~~The~~ ~~communication~~In ofaddition ~~critical~~to ~~audit~~holding ~~matters~~several ~~does~~receivable ~~not~~agreements, ~~alter~~including innotes ~~any~~receivable ~~way~~with ~~our opinion on the consolidated financial statements, taken as~~these arelated ~~whole~~parties, ~~and~~in ~~we are not~~2022, byan ~~communicating~~arbitrator ~~the~~issued ~~critical~~an ~~audit~~award ~~matter~~in ~~below,~~favor ~~providing~~of ~~separate opinions on~~ the ~~critical~~Company ~~audit~~against ~~matter or on~~ the ~~accounts~~majority orshareholder ~~disclosures to which they relate~~group.

39We determined the recoverability of the related party notes receivable (recoverability of RP notes) as a critical audit matter. Auditor judgment was involved in assessing the sufficiency of the procedures performed to assess the collectability of the notes receivable from related parties.

~~Recoverability~~The following are the primary procedures we performed to address this critical audit matter. We performed the following procedures to evaluate the recoverability of ~~Notes~~the ~~Receivable~~RP ~~from~~notes ~~Related~~by ~~Parties~~ the Company:

~~As discussed~~● inSend ~~Notes 9~~ and 11inspected toquestionnaires from the ~~consolidated~~Company’s ~~financial~~officers; ~~statements,~~● Evaluated and reviewed the Company’s ~~has~~reconciliation ~~significant~~of ~~related~~the ~~party~~notes ~~transactions and~~receivable ~~arrangements~~from ~~with~~related parties; ● Read the ~~majority~~Company’s ~~owners~~minutes from meetings of the ~~Company~~Board ~~and~~of ~~other~~Directors; ~~companies~~● ~~owned~~Reviewed bypublic ~~the~~filings, ~~majority~~external ~~owners.~~news Inand ~~addition~~research tosources ~~holding~~for ~~several receivable~~informational ~~agreements,~~related ~~including~~to ~~notes~~transactions ~~receivable~~between ~~with~~the ~~these~~Company and related parties,; in● ~~2022,~~Confirmed anwith ~~arbitrator~~the ~~issued~~Company’s anmanagement ~~award~~and inits ~~favor~~outside ofcounsel as to the ~~Company~~ ~~against~~award ~~one~~granted ofby the ~~majority~~arbitrator; ~~owners~~ and ~~other~~● ~~companies~~Reviewed ~~owned~~management’s byassessment of the ~~majority~~collectability ~~owner~~of these balances due from related parties.

We ~~determined~~ ~~the~~have ~~recoverability~~served ~~of the related party notes receivable (recoverability of RP notes)~~ as ~~a critical audit matter. Auditor judgment was involved in assessing~~ the ~~sufficiency~~Company’s ofauditor ~~the procedures performed to assess the collectability of the notes receivable~~since ~~from related parties~~2009.

~~The following~~Ramirez ~~are~~Jimenez ~~the~~International ~~primary procedures we performed to address this critical audit matter. We performed the following procedures to evaluate the recoverability of the RP notes by the Company:~~CPAs

● Sent and inspected questionnaires from the Company’s officers; ● Evaluated and reviewed the Company’s reconciliation of the notes receivable from related parties; ● Read the Company’s minutes from meetings of the Board of Directors; ● Reviewed public filingsIrvine, external news, and research sources for information related to transactions between the Company and related parties; ● Confirmed with the Company’s management and its outside counsel as to the award granted by the arbitrator; and ● Reviewed management’s assessment of the collectability of these balances due from related parties.California

~~We have~~March ~~served~~31, ~~as the Company’s auditor since 2009.~~2025

~~Ramirez Jimenez International CPAs~~41

~~Irvine, California~~RELIABILITY INCORPORATED AND SUBSIDIARY

~~April 1,~~CONSOLIDATED ~~2024~~BALANCE SHEETS

40(amounts in thousands, except per share data)

RELIABILITY INCORPORATED AND SUBSIDIARY

	2024		2023
	December 31,
	2024		2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	522	$	822
Trade receivables, net of allowance for credit losses		4,785		2,993
Other receivables		4		10
Notes receivable from related parties		5,847		5,501
Prepaid expenses and other current assets		336		442
Total current assets		11,494		9,768
Other intangible assets, net		2		3
Property, plant and equipment, net		60		15
Total assets	$	11,556	$	9,786

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Factoring liability	$	2,375	$	174
Accounts payable		734		548
Accrued expenses		288		290
Accrued payroll		568		637
Deferred revenue		207		206
Note payable, current		26		-
Total current liabilities		4,198		1,855
LONG TERM LIABILITIES
Note payable, net of current		21		-
Total long-term liabilities		21		-
Total liabilities		4,219		1,855
Commitment and contingencies (Note 9)		-		-

STOCKHOLDERS’ EQUITY
Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of December 31, 2024 and 2023				-
Additional paid-in capital		750		750
Retained earnings		6,587		7,181
Total stockholders’ equity		7,337		7,931
Total liabilities and stockholders’ equity	$	11,556	$	9,786

~~CONSOLIDATED~~The accompanying notes to consolidated financial statements ~~BALANCE~~are ~~SHEETS~~an integral part of these financial statements.

~~(amounts in thousands, except per share data)~~42

	December 31,
	2023		2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	822	$	227
Trade receivables, net of allowance for credit losses		2,993		6,337
Retention credit receivable		10		1,219
Notes receivable from related parties		5,501		5,251
Prepaid expenses and other current assets		442		430
Total current assets		9,768		13,464
Other intangible assets, net		3		-
Property, plant and equipment, net		15		26
Total assets	$	9,786	$	13,490
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Factoring liability	$	174	$	2,619
Accounts payable		548		698
Accrued expenses		290		339
Accrued payroll		637		981
Deferred revenue		206		176
Income taxes payable		-		6
Total current liabilities		1,855		4,819
Total liabilities		1,855		4,819
Commitment and contingencies (Note 9)		-		-
Subsequent events (Note 14)		-		-
STOCKHOLDERS’ EQUITY
Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of December 31, 2023 and 2022		-		-
Additional paid-in capital		750		750
Retained earnings		7,181		7,921
Total stockholders’ equity		7,931		8,671
Total liabilities and stockholders’ equity	$	9,786	$	13,490

RELIABILITY INCORPORATED AND SUBSIDIARY

~~The accompanying~~CONSOLIDATED ~~notes~~STATEMENTS toOF ~~consolidated financial statements are an integral part of these financial statements.~~OPERATIONS

41(amounts in thousands, except per share data)

RELIABILITY INCORPORATED AND SUBSIDIARY

	2024			2023
	For the Years Ended December 31,
	2024			2023
Revenue earned
Service revenue	$	23,982		$	21,451
Cost of revenue
Cost of revenue		20,790			18,412
Gross profit		3,192			3,039
Selling, general and administrative expenses		3,899			3,788
Operating loss		(707	)		(749	)
Other income (expense):
Interest income from related parties		452			269
Interest income		18			25
Interest expense		(108	)		(92	)
Other income (expense)		(249	)		(179	)
Loss before income tax expense		(594	)		(726	)
Income tax benefit (expense)		-			(14	)
Net loss	$	(594	)	$	(740	)
Net loss per share:
Basic	$	0.00		$	0.00
Diluted	$	0.00		$	0.00

Share used in per share computation:
Basic		300,000,000			300,000,000
Diluted		300,000,000			300,000,000

~~CONSOLIDATED~~The accompanying notes to consolidated financial statements ~~STATEMENTS~~are OFan ~~OPERATIONS~~integral part of these financial statements.

~~(amounts in thousands, except per share data)~~43

	For the Years Ended December 31,
	2023			2022
Revenue earned
Service revenue	$	21,451		$	25,725
Cost of revenue
Cost of revenue		18,412			22,231
Gross profit		3,039			3,494
Selling, general and administrative expenses		3,788			4,400
Operating loss		(749	)		(906	)
Other income (expense):
Interest income from related parties		269			232
Interest income		25			53
Interest expense		(92	)		(171	)
Other income (expense)		(179	)		223
Loss before income tax expense		(726	)		(569	)
Income tax expense		(14	)		(170	)
Consolidated net loss	$	(740	)	$	(739	)
Net loss per share:
Basic	$	0.00		$	0.00
Diluted	$	0.00		$	0.00
Share used in per share computation:
Basic		300,000,000			300,000,000
Diluted		300,000,000			300,000,000

RELIABILITY INCORPORATED AND SUBSIDIARY

~~The accompanying~~CONSOLIDATED ~~notes~~STATEMENTS toOF ~~consolidated~~CHANGE ~~financial~~IN ~~statements are an integral part of these financial statements.~~STOCKHOLDERS’ EQUITY

42For the years ended December 31, 2024 and 2023

~~RELIABILITY INCORPORATED~~(amounts ~~AND~~in ~~SUBSIDIARY~~thousands, except per share data)

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

	Shares		Amount		Capital		Earnings			Equity
					Additional
	Common Stock				Paid-in		Retained			Total
	Shares		Amount		Capital		Earnings			Equity

Balance, January 1, 2023		300,000,000	$	-	$	750	$	7,921		$	8,671
Net loss				-		-		(740	)	$	(740	)
Balance, December 31, 2023		300,000,000	$	-	$	750	$	7,181		$	7,931
Balance		300,000,000	$	-	$	750	$	7,181		$	7,931
Net loss			$	-	$		$	(594	)	$	(594	)
Balance, December 31, 2024		300,000,000	$	-	$	750	$	6,587		$	7,337
Balance		300,000,000	$	-	$	750	$	6,587		$	7,337

~~For~~The accompanying notes to consolidated financial statements ~~the~~are ~~years~~an ~~ended~~integral ~~December~~part ~~31,~~of ~~2023~~these ~~and~~financial ~~2022~~statements.

~~(amounts in thousands, except per share data)~~44

					Additional
	Common Stock				Paid-in		Retained			Total
	Shares		Amount		Capital		Earnings			Equity
Balance, January 1, 2022		300,000,000	$	-	$	750	$	8,660		$	9,410
Net loss		-		-		-		(739	)	$	(739	)
Balance, December 31, 2022		300,000,000	$	-	$	750	$	7,921		$	8,671
Balance		300,000,000	$	—	$	750	$	7,921		$	8,671
Net loss		-	$	-	$	-	$	(740	)	$	(740	)
Balance, December 31, 2023		300,000,000	$	-	$	750	$	7,181		$	7,931
Balance		300,000,000	$	—	$	750	$	7,181		$	7,931

RELIABILITY INCORPORATED AND SUBSIDIARY

~~The accompanying~~CONSOLIDATED ~~notes~~STATEMENTS toOF ~~consolidated~~CASH ~~financial statements are an integral part of these financial statements.~~FLOWS

43(amounts in thousands)

RELIABILITY INCORPORATED AND SUBSIDIARY

	2024			2023
	For the Years Ended December 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(594	)	$	(740	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		23			18
Accrued interest		(452	)		(284	)
Changes in operating assets and liabilities:
Trade receivables		(1,786	)		3,344
Retention credit receivable		-			1,209
Prepaid expenses and other current assets		106			(13	)
Accounts payable		186			(149	)
Accrued payroll		(69	)		(344	)
Accrued expenses		(3	)		(49	)
Deferred revenue		2			30
Income taxes payable		-			(6	)
Net cash (used in) provided by operating activities	$	(2,587	)	$	3,016
Cash flows from investing activities:
Purchase of fixed assets		(68	)		(9	)
Net cash used in investing activities	$	(68	)		(9	)
Cash flows from financing activities:
Proceeds from the factoring facility		9,132			3,768
Repayments to the factoring facility		(6,930	)		(6,214	)
Proceeds from note payable		51			-
Repayment of note payable		(4	)		-
Advances to related parties		-			34
Repayment of notes receivable from related parties		106			-
Net cash provided by (used in) financing activities	$	2,355			(2,412	)
Net (decrease) increase in cash and cash equivalents		(300	)		595
Cash and cash equivalents, beginning of year		822			227
Cash and cash equivalents, end of year	$	522		$	822

~~CONSOLIDATED~~The accompanying notes to consolidated financial statements ~~STATEMENTS~~are OFan ~~CASH~~integral ~~FLOWS~~part of these financial statements.

~~(amounts in thousands)~~45

	For the Years Ended December 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(740	)	$	(739	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		18			32
Accrued interest		(284	)		(232	)
Changes in operating assets and liabilities:
Trade receivables		3,344			39
Retention credit receivable		1,209			1,304
Prepaid expenses and other current assets		(13	)		(99	)
Accounts payable		(149	)		(507	)
Accrued payroll		(344	)		(648	)
Accrued expenses		(49	)		(65	)
Deferred revenue		30			-
Other liabilities		-			(1	)
Income taxes payable		(6	)		(511	)
Net cash provided by (used in) operating activities	$	3,016		$	(1,427	)
Cash flows from investing activities:
Purchase of fixed assets		(9	)		(9	)
Net cash used in investing activities	$	(9	)		(9	)
Cash flows from financing activities:
Proceeds from the factoring facility		3,768			13,972
Repayments to the factoring facility		(6,214	)		(12,299	)
Advances to related parties		34			(34	)
Net cash provided by (used in) financing activities	$	(2,412	)		1,639
Net increase in cash and cash equivalents		595			203
Cash and cash equivalents, beginning of year		227			24
Cash and cash equivalents, end of year	$	822		$	227

RELIABILITY INCORPORATED AND SUBSIDIARY

~~The accompanying~~CONSOLIDATED ~~notes~~STATEMENT toOF ~~consolidated~~CASH ~~financial~~FLOWS, ~~statements are an integral part of these financial statements.~~continued

44(amounts in thousands)

RELIABILITY INCORPORATED AND SUBSIDIARY

Supplemental disclosures of cash flow information:	2024		2023
	For the years ended December 31,
Supplemental disclosures of cash flow information:	2024		2023
Cash paid during the year for:
Interest	$	108	$	92
Income taxes (received) paid	$	-	$	20

~~CONSOLIDATED~~The accompanying notes to consolidated financial statements ~~STATEMENT~~are OFan ~~CASH~~integral ~~FLOWS,~~part ~~continued~~of these financial statements.

~~(amounts in thousands)~~46

	For the years ended December 31,
Supplemental disclosures of cash flow information:	2023		2022
Cash paid during the year for:
Interest	$	92	$	150
Income taxes	$	20	$	681

RELIABILITY INCORPORATED AND SUBSIDIARY

~~The accompanying~~NOTES ~~notes~~TO toCONSOLIDATED ~~consolidated~~FINANCIAL ~~financial statements are an integral part of these financial statements.~~STATEMENTS

45(amounts in thousands)

~~RELIABILITY INCORPORATED~~NOTE ~~AND~~1 ~~SUBSIDIARY~~- NATURE OF OPERATIONS

~~NOTES~~Reliability Incorporated operates, along with its TOwholly ~~CONSOLIDATED~~owned ~~FINANCIAL~~subsidiary, ~~STATEMENTS~~The Maslow Media Group, Inc. (“MMG” or “Maslow”), (collectively, “Reliability” or the “Company”) as a workforce management solutions company. MMG has for over 30 years focused primarily on the media industry. That changed in late 2019 when MMG began providing staffing services in the area of IT. Now MMG fills roles in a variety of business functional areas, including administrative, IT, accounting and finance, HR, and sales. In servicing its clients, Reliability provides a variety of staffing services which include employer of record, temporary staffing services, and direct hire, primarily within the United States of America in four industry segments: Employer of Record (“EOR”), Recruiting and Staffing, Video and Multimedia Production resources, and Direct Hire. EOR, which is a unique workforce management solution, represented 83.1% of our revenue in 2024. Our Staffing segment provides skilled field talent on a nationwide basis for client partner projects. Video Production, for one, involves assembling and providing crews for special projects that can last anywhere from a week to 6 months. In 2021, MMG began building its direct hire business as a separate business segment, which added $95 and $199 in revenue and $90 and $181 in gross profit in 2024 and 2023 respectively.

~~(amounts in~~NOTE ~~thousands)~~2 - MANAGEMENT’S PLAN

~~NOTE~~Although the Company has experienced net losses after 1taxes -in ~~NATURE~~the OFyears ~~OPERATIONS~~ended December 31, 2024 and 2023 of $594 and $740, respectively, management believes it has the ability to continue as a going concern and meet its financial obligation as they become due in 2025 and beyond. The factors impacting this view include, but are not limited to, the following:

~~Reliability Incorporated~~● ~~operates,~~Cash ~~along~~flow ~~with~~forecast ~~its~~showing ~~wholly~~sufficient ~~owned~~cash ~~subsidiary,~~and ~~The~~working ~~Maslow~~capital ~~Media~~52 ~~Group,~~weeks ~~Inc.~~from ~~(“MMG”~~March ~~or “Maslow”)~~31, ~~(collectively,~~2025; ~~“Reliability”~~● orThe ~~the~~expected ~~“Company”)~~reductions asin acontinuing ~~workforce~~legal ~~management~~fees ~~solutions company.~~in ~~MMG~~2025 ~~has~~given ~~for~~the ~~over~~Company 30has ~~years~~collectible ~~focused~~judgments ~~primarily~~which on the ~~media~~Receiver ~~industry.~~is ~~That~~pursuing; ~~changed~~● inAn ~~late~~expectation ~~2019~~that ~~when MMG began providing staffing services in~~ the ~~area~~notes ofreceivable ~~IT.~~from ~~Now~~related ~~MMG~~parties ~~fills~~will ~~roles~~be remunerated in acash ~~variety of business functional areas, including administrative, IT, accounting~~ and ~~finance,~~or ~~HR,~~stock and ~~sales.~~that Instock ~~servicing~~will ~~its~~provide ~~clients,~~capital ~~Reliability~~market ~~provides~~access; a● ~~variety~~Expected ofprogress ~~staffing~~in ~~services~~sales, ~~which~~newer ~~include employer~~agreements ofthat ~~record,~~will ~~temporary~~begin ~~staffing services~~fulfillment, and ~~direct~~certain ~~hire,~~larger ~~primarily~~clients ~~within~~who ~~the~~increased ~~United~~sales ~~States of America~~ in ~~four~~2024 ~~industry segments: Employer of Record (“EOR”), Recruiting~~ and ~~Staffing,~~are ~~Video~~expected ~~and~~to ~~Multimedia~~continue ~~Production~~growth ~~resources,~~trends ~~and~~in ~~Direct Hire.~~media ~~EOR,~~activity ~~which~~for is2025; a● ~~unique workforce management solution~~$1,323 ~~represented~~in ~~83.1% of~~new ~~our~~account revenue in ~~2023.~~2024 ~~Our~~with ~~Staffing~~the ~~segment~~expectation ~~provides~~of ~~skilled~~additional ~~field~~new ~~talent~~revenue onin a2025; ~~nationwide~~● ~~basis~~The ~~for~~Company ~~client~~has ~~partner~~additional ~~projects.~~availability ~~Video Production,~~to ~~for~~use ~~one,~~its ~~involves~~factoring ~~assembling~~line ~~and~~to ~~providing~~extend ~~crews~~borrowing ~~for~~of ~~special~~up ~~projects~~to ~~that~~93% ~~can~~of ~~last~~unfactored ~~anywhere~~invoices ~~from~~which, aas ~~week~~of toMarch 627, ~~months. In 2021~~2025, ~~MMG~~was ~~began~~$1,707; ~~building~~● ~~its~~The ~~direct hire~~ business ascan aadapt ~~separate~~by ~~business~~trimming ~~segment,~~personnel ~~which added $199~~ and ~~$99 in~~software ~~revenue~~to ~~and~~have ~~$181 and~~costs ~~$89 in~~more ~~gross~~aligned ~~profit~~to inrevenues ~~2023~~if ~~and~~need ~~2022 respectively~~be.

~~NOTE~~As a result of the foregoing, 2the -Company ~~MANAGEMENT’S~~believes ~~PLAN~~that it has sufficient cash to meet its financial obligations for the next 12 months and beyond as they become due.

~~Although the~~NOTE ~~Company~~3 ~~has~~- ~~experienced~~SUMMARY ~~net~~OF ~~losses~~SIGNIFICANT ~~before~~ACCOUNTING taxes in the years ended December 31, 2023 and 2022 of $726 and $569, 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:POLICIES

●Basis Cash flow forecast showing sufficient cash and working capital 52 weeks from April 1, 2024; ● The expected reductions in continuing legal fees in 2024 given the Company has collectible judgments which the Receiver is now eligible to pursue; ● An expectation that the notes receivable from related parties will be renumerated in cash and or stock and that stock will provide capital market access; ● Expected progress in sales, newer agreements that will begin fulfillment, and current larger clients who have indicated increases in media activity for 2024; and ● The Company has additional availability to use its factoring line to extend borrowing of ~~up to 93% of unfactored invoices which, as of March 11, 2024, was $2,623.~~Presentation

~~As a~~The ~~result~~Company’s ofconsolidated ~~the~~financial ~~foregoing,~~statements reflect the ~~Company~~financial ~~believes~~position ~~that~~and itoperating ~~has~~results ~~sufficient~~of ~~cash~~Reliability, toincluding ~~meet~~ its ~~financial~~wholly ~~obligations~~owned ~~for~~subsidiary, ~~the~~MMG. ~~next~~All 12intercompany ~~months~~transactions and ~~beyond~~balances ashave ~~they~~been ~~become~~eliminated ~~due~~in consolidation. All dollar amounts presented in this Form 10-K, unless otherwise specified, are expressed in thousands.

~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~47

~~Basis of~~RELIABILITY ~~Presentation~~INCORPORATED AND SUBSIDIARY

~~The Company’s~~NOTES ~~consolidated~~TO ~~financial~~CONSOLIDATED ~~statements~~FINANCIAL ~~reflect the financial position and operating results of Reliability, including its wholly owned subsidiary, MMG. All intercompany transactions and balances have been eliminated in consolidation.~~STATEMENTS

~~Fiscal Year~~(amounts in thousands)

~~The Company’s~~Management ~~fiscal year is from January 1st through December 31st.~~Estimates

~~Management~~The consolidated financial statements and related disclosures are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The Company must make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to revenue recognition, allowances for credit losses, and recoverability of notes receivable, useful lives for depreciation and amortization, loss contingencies, and the valuation allowances for deferred income taxes. Actual results may be materially different from those estimated. In making its estimates, the Company considers the current economic and legislative environment.

46Cash and Cash Equivalents

~~RELIABILITY~~The Company considers all highly liquid investments ~~INCORPORATED~~with ~~AND~~an ~~SUBSIDIARY~~original maturity of 90 days or less to be cash equivalents.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Concentrations

~~(amounts~~For the year ended December 31, 2024, Clients inA, ~~thousands)~~B and C each accounted for 10% or more of the total revenue, with their respective contributions approximately 26.9%, 22.6% and 14.1%, or 63.6% combined. For the year ended December 31, 2023, Clients A and B contributed 10% or more of the total revenue, with their respective share approximately 25.1% and 15.1% or 40.1% combined. As of December 31, 2024, Clients A, B, C and D represented approximately 23.5%, 48.7%, 0% and 13% of the total accounts receivable outstanding, respectively. As of December 31, 2023, Clients A, B and E represented approximately 19.9%, 42.9%, and 12.3% of the total accounts receivable outstanding, respectively.

~~The consolidated~~Financial ~~financial~~instruments, ~~statements~~which ~~and~~potentially ~~related~~subject ~~disclosures~~the Company ~~are~~to ~~prepared~~concentrations inof ~~conformity~~credit ~~with~~risk, ~~United~~are ~~States~~primarily ~~(“U.S.”)~~cash, ~~generally accepted~~notes ~~accounting~~receivable ~~principles~~from ~~(“GAAP”).~~related ~~The~~parties ~~Company must make estimates~~ and ~~judgments~~accounts ~~that~~receivable. ~~affect~~The ~~the~~Company performs ~~amounts~~continuing ~~reported~~credit ~~in the~~evaluations ~~consolidated~~of ~~financial~~its ~~statements~~customers and ~~accompanying~~does ~~notes.~~not ~~Estimates~~require ~~are~~collateral. ~~used~~The ~~for,~~Company ~~but~~has not ~~limited~~experienced tosignificant ~~revenue recognition, allowances~~losses ~~for~~related ~~credit~~to ~~losses, and recoverability of notes~~receivables.

~~receivable, useful~~The ~~lives~~Company ~~for~~at ~~depreciation~~times ~~and~~may ~~amortization,~~have ~~loss~~cash ~~contingencies,~~in excess ~~and~~of the ~~valuation~~Federal ~~allowances~~Deposit ~~for~~Insurance ~~deferred~~Corporation ~~income~~(“FDIC”) ~~taxes~~limit. ~~Actual~~The ~~results may~~Company behas ~~materially~~not ~~different~~experienced ~~from~~losses ~~those~~on ~~estimated.~~these Inaccounts and ~~making~~management ~~its~~believe ~~estimates,~~ the Company ~~considers~~is ~~the~~not ~~current~~exposed ~~economic~~to ~~and~~losses ~~legislative environment~~on such accounts.

~~Cash~~Approximately 15% of our field talent are represented ~~and~~by ~~Cash~~a ~~Equivalents~~labor union.

~~The Company~~Accounts ~~considers~~Receivable, ~~all~~Contract ~~highly~~Assets, ~~liquid~~and ~~investments~~Contract Liabilities ~~with~~(Deferred ~~an original maturity of 90 days or less to be cash equivalents.~~Revenue)

~~Concentration~~Receivables represent both trade receivables from ofcustomers ~~Credit~~in ~~Risk~~relation to fees for the Company’s services and unpaid amounts for benefit services provided by third-party vendors, such as healthcare providers for which the Company records a receivable for funding until the payment is received from the customer and a corresponding customer obligations liability until the Company disburses the balances to the vendors.

For the year ended December 31, 2023, the Company’s top 10 clients generated over 86.4 % of the revenue. A substantial portion of our business tends to come from three or four clients. In 2023, Clients C, D, and F accounted for 49.5% of the revenue. Only Clients C and D accounted for 10% or more of the revenue with the two totaling 25.1% and 15.1%, respectively, or 40.3% combined. Comparatively, for the year ended December 31, 2022, Clients A, B, C, and D, all of which contributed 10% or more of the revenue, accounted for a combined 58.8% with Client C leading again with 19.6%. From an accounts receivable perspective, on December 31, 2023, we had three clients whose balances represented 10% or greater than the total balance of $2,993. Clients D, C, and A had 42.2%, 19.9% and 12.3%, respectively, of the accounts receivable balance, aggregating to 74.4%.48

~~No other~~RELIABILITY ~~client~~INCORPORATED ~~exceeded~~AND ~~10% of revenues.~~SUBSIDIARY

~~Financial instruments,~~NOTES ~~which~~TO ~~potentially~~CONSOLIDATED ~~subject~~FINANCIAL the Company to concentrations of credit risk, are primarily cash and accounts receivable. The Company performs continuing credit evaluations of its customers and does not require collateral. The Company has not experienced significant losses related to receivables.STATEMENTS

~~Accounts Receivable, Contract Assets, and Contract Liabilities~~ (~~Deferred~~amounts ~~Revenue~~in thousands)

~~Receivables represent~~The ~~both trade receivables from customers in relation to fees for the~~ Company’s ~~services~~provides ~~and~~an ~~unpaid~~allowance ~~amounts~~ for ~~benefit~~credit ~~services~~losses ~~provided~~ by ~~third-party~~specifically ~~vendors,~~identifying ~~such~~accounts aswith ~~healthcare~~a ~~providers~~risk ~~for~~of ~~which~~collectability ~~the~~and ~~Company~~providing ~~records~~an aestimate ~~receivable~~of ~~for~~the ~~funding~~loss ~~until~~exposure. ~~the~~Management ~~payment~~considers isall ~~received~~contract ~~from~~receivables ~~the~~as ~~customer~~of December 31, 2024 and a2023 ~~corresponding~~to ~~customer~~be ~~obligations~~fully ~~liability~~collectible, ~~until~~therefore ~~the~~an ~~Company~~allowance ~~disburses~~for ~~the~~credit ~~balances~~losses tois ~~the~~not ~~vendors~~provided for.

The Company ~~provides~~records ~~an allowance for credit losses by specifically identifying~~ accounts ~~with~~receivable awhen ~~risk~~its ~~of collectability and providing an~~right ~~estimate~~to ofconsideration ~~the~~becomes ~~loss exposure~~unconditional. ~~Management~~Contract ~~considers~~assets ~~all~~primarily ~~contract~~relate ~~receivables~~to asthe ofCompany’s ~~December~~rights ~~31,~~to ~~2023~~consideration ~~and~~for ~~2022~~services ~~to be fully~~provided ~~collectible,~~that ~~therefore~~they anare ~~allowance~~conditional ~~for~~on ~~credit~~satisfaction ~~losses~~of isfuture ~~not~~performance ~~provided for~~obligations.

The Company ~~records~~holds ~~accounts~~customer ~~receivable~~deposits ~~when~~of ~~its~~certain ~~right~~customers related to ~~consideration~~its ~~becomes~~EOR ~~unconditional.~~business ~~Contract assets primarily relate~~ to ~~the Company’s~~minimize ~~rights~~cash toflow ~~consideration~~impact ~~for~~and ~~services~~reduces ~~provided~~risks ~~that they are conditional on satisfaction~~ of ~~future~~uncollectible ~~performance obligations~~trade receivables.

The Company ~~holds~~records ~~customer~~contract ~~deposits~~liabilities of(deferred revenue) ~~certain~~when ~~customers~~payments ~~related~~are tomade ~~its~~or ~~EOR~~due ~~business~~prior to ~~minimize~~the ~~cash~~related ~~flow~~performance ~~impact~~obligations ~~and~~being ~~reduces~~satisfied. ~~risks~~The ofCompany ~~uncollectible~~does not have any material ~~trade~~contract ~~receivables~~assets or long-term contract liabilities.

~~The Company~~As ~~records~~of ~~contract~~December ~~liabilities~~31, ~~(deferred~~2024 ~~revenue)~~and ~~when~~2023, ~~payments are made or due prior to~~ the ~~related performance obligations being~~Company’s ~~satisfied.~~deferred ~~The~~revenue ~~Company~~totaled ~~does~~$207 ~~not~~and ~~have~~$206, ~~any material contract assets or long-term contract liabilities~~respectively.

~~As of~~Fair ~~December~~Value ~~31, 2023, the Company’s deferred revenue totaled $206, whereas it was $176 at the end of 2022.~~Measurements

~~Fair~~The Company measures fair value based on the price ~~Value~~that ~~Measurements~~the Company would receive upon selling an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Various inputs are used in determining the fair value of assets or liabilities. Inputs are classified into a three-tier hierarchy, summarized as follows:

47● Level 1 – Quoted prices in active markets for identical assets or liabilities; ● Level 2 – Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the assets or liabilities; ● Level 3 – Significant unobservable inputs for the assets or liabilities.

~~RELIABILITY~~When Level 1 inputs are not available, the Company ~~INCORPORATED~~measures ~~AND~~fair ~~SUBSIDIARY~~value using valuation techniques that maximize the use of relevant observable inputs (Level 2) and minimizes the use of unobservable inputs (Level 3).The carrying amounts reported as of December 31, 2024 and 2023 for cash and cash equivalents, trade receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and factoring liability approximate their fair values due to the short-term nature of these instruments or are based on interest rates available to the Company that are comparable to current market rates. It is not practicable to estimate the fair value of the notes receivable from related parties due to their related party nature.

~~NOTES TO~~Property ~~CONSOLIDATED~~and ~~FINANCIAL STATEMENTS~~Equipment

~~(amounts~~Property and equipment are stated at cost and are indepreciated ~~thousands)~~using primarily the straight-line method over the following estimated useful lives: furniture, fixtures, and computer equipment — three to seven years; leasehold improvements — over the shorter of the estimated useful life of asset or the lease term. Expenditures for renewals and betterments are capitalized whereas expenditures for repairs and maintenance are charged to income as incurred. Upon sale or disposition of property and equipment, the difference between the unamortized cost and the proceeds is recorded as either a gain or a loss. Depreciation and amortization expense for the years ended December 31, 2024 and 2023 totaled $23 and $18, respectively.

The Company measures fair value based on the price that the Company would receive upon selling an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Various inputs are used in determining the fair value of assets or liabilities. Inputs are classified into a three-tier hierarchy, summarized as follows:49

●RELIABILITY ~~Level~~INCORPORATED 1AND – Quoted prices in active markets for identical assets or liabilities; ● Level 2 – Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the assets or liabilities; ● Level 3 – Significant unobservable inputs for the assets or liabilities.SUBSIDIARY

~~When Level~~NOTES 1TO ~~inputs~~CONSOLIDATED ~~are~~FINANCIAL not available, the Company measures fair value using valuation techniques that maximize the use of relevant observable inputs (Level 2) and minimizes the use of unobservable inputs (Level 3).The carrying amounts reported as of December 31, 2023 and 2022 for cash and cash equivalents, trade receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and factoring liability approximate their fair values due to the short-term nature of these instruments or are based on interest rates available to the Company that are comparable to current market rates. It is not practicable to estimate the fair value of the notes receivable from related parties due to their related party nature.STATEMENTS

~~Property and~~(amounts ~~Equipment~~in thousands)

~~Property and equipment are stated at cost and are depreciated using primarily the straight~~Long-~~line~~Lived method over the following estimated useful lives: furniture, fixtures, and computer equipment — three to seven years; leasehold improvements — over the shorter of the estimated useful life of asset or the lease term. Expenditures for renewals and betterments are capitalized whereas expenditures for repairs and maintenance are charged to income as incurred. Upon sale or disposition of property and equipment, the difference between the unamortized cost and the proceeds is recorded as either a gain or a loss. Depreciation and amortization expense for the years ended December 31, 2023 and 2022 totaled $18 and $32, respectively.Assets

~~Long~~The Company reviews its long-~~Lived~~lived assets, primarily ~~Assets~~fixed assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily at the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. The Company did not record an impairment expense for the years ended December 31, 2024 and 2023.

~~The~~Other ~~Company~~Intangible reviews its long-lived assets, primarily fixed assets, intangible assets, and goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired.Assets

The Company has intangible assets with finite lives. Intangible ~~Assets~~ assets with finite useful lives were amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized.

~~The Company~~Revenue held intangible assets with finite lives. Intangible assets with finite useful lives were amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized.Recognition

48The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligation(s) in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

~~RELIABILITY~~The Company derives its revenues from four segments: ~~INCORPORATED~~EOR, ~~AND~~Recruiting ~~SUBSIDIARY~~and Staffing, Direct Hire and Video and Multimedia Production. Although Direct Hire is within the Recruiting and Staffing domain, we consider it as a separate business segment. The Company provides temporary staffing and Direct Hire services. Revenues are recognized when promised services are delivered to the client, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented in the consolidated statements of operations represent services rendered to clients, less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, and media equipment rentals are also included in revenues, and the related amounts of reimbursable expenses are included in cost of revenue.

~~NOTES~~Temporary staffing revenues - Field talent revenues TOfrom ~~CONSOLIDATED~~contracts ~~FINANCIAL~~with ~~STATEMENTS~~clients are recognized in the amount to which the Company has the right to invoice when the services are rendered by the Company’s field talent.

~~(amounts~~Direct Hire staffing revenues - Direct Hire staffing inrevenues ~~thousands~~are recognized when employment candidates start their permanent employment. MMG estimates the effect of Direct Hire candidates who do not remain with its client through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to clients are generally calculated as a percentage of the new worker’s annual compensation. No fees for Direct Hire services are charged to employment candidates.

~~Revenue Recognition~~Refer to Note 13 for disaggregated revenues by segment.

~~The Company~~Payment ~~recognizes~~terms ~~revenue~~ in ~~accordance~~our ~~with~~contracts ~~Accounting~~vary ~~Standards~~by ~~Codification (“ASC”) 606,~~ the ~~core~~type ~~principle~~and location of ~~which is~~our ~~that~~client anpartner ~~entity~~and ~~should recognize revenue to depict~~ the ~~transfer of promised goods or~~ services tooffered. ~~customers~~The interm anbetween ~~amount~~invoicing ~~that~~and ~~reflects the~~when ~~consideration~~payment tois ~~which~~due ~~the~~is ~~entity~~not ~~expects~~significant. toThere were beno ~~entitled~~unsatisfied toperformance ~~receive~~obligations inas ~~exchange~~of ~~for~~December ~~those~~31, ~~goods or services~~2024. ToThere ~~achieve~~were ~~this~~no ~~core principle,~~revenues ~~five basic criteria must be met before revenue can be~~ recognized: ~~(1)~~during ~~identify~~ the ~~contract~~years ~~with~~ended aDecember 31, ~~customer;~~2024 ~~(2)~~and ~~identify the~~2023 ~~performance~~related ~~obligation(s)~~to inperformance ~~the~~obligations ~~contract;~~satisfied ~~(3)~~or ~~determine~~partially ~~the~~satisfied ~~transaction~~in ~~price;~~previous ~~(4)~~periods. ~~allocate~~There ~~the~~are ~~transaction~~no ~~price~~contract ~~to performance~~costs ~~obligation(s)~~capitalized. inThe ~~the~~Company ~~contract;~~did ~~and~~not ~~(5)~~ recognize ~~revenue~~any ~~when~~contract orimpairments asduring the ~~Company~~years ~~satisfies~~ended aDecember ~~performance~~31, ~~obligation~~2024 and 2023.

~~The Company~~Transfers derives its revenues from four segments: EOR, Recruiting and Staffing, Direct Hire and Video and Multimedia Production. Although Direct Hire is within the Recruiting and Staffing domain, we consider it as a separate business segment. The Company provides temporary staffing and Direct Hire services. Revenues are recognized when promised services are delivered to the client, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of ~~operations~~Financial represent services rendered to clients, less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, and media equipment rentals are also included in revenues, and the related amounts of reimbursable expenses are included in cost of revenue.Assets

~~Temporary staffing~~Transfers ~~revenues~~of -financial ~~Field~~assets ~~talent~~that do ~~revenues~~not ~~from~~qualify ~~contracts~~for ~~with~~sale ~~clients~~accounting are ~~recognized~~reported inas collateralized borrowings. Accordingly, the ~~amount~~related toassets ~~which~~remain ~~the~~on the Company’s ~~has~~balance ~~the~~sheet ~~right~~ and continue to ~~invoice~~be ~~when~~reported and accounted for as if the ~~services~~transfer had not occurred. Cash proceeds from these transfers are ~~rendered~~reported byas liabilities, with attributable interest expense recognized over the ~~Company’s~~life ~~field~~of ~~talent~~the related transactions.

Direct Hire staffing revenues - Direct Hire staffing revenues are recognized when employment candidates start their permanent employment. MMG estimates the effect of Direct Hire candidates who do not remain with its client through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to clients are generally calculated as a percentage of the new worker’s annual compensation. No fees for Direct Hire services are charged to employment candidates.50

~~Refer~~RELIABILITY toINCORPORATED ~~Note~~AND ~~13 for disaggregated revenues by segment.~~SUBSIDIARY

~~Payment~~NOTES ~~terms~~TO inCONSOLIDATED ~~our~~FINANCIAL contracts vary by the type and location of our client partner and the services offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of December 31, 2023. There were no revenues recognized during the years ended December 31, 2023 and 2022 related to performance obligations satisfied or partially satisfied in previous periods. There are no contract costs capitalized. The Company did not recognize any contract impairments during the years ended December 31, 2023 and 2022.STATEMENTS

~~Advertising~~(amounts in thousands)

The Company recognizes marketing and promotion expense in selling, general and administrative expenses as the services are incurred. Total marketing and promotion expenses for the years ended December 31, 2023 and 2022 as $39 and $25, respectively.Advertising

~~Earnings~~The ~~(Loss)~~Company ~~Per~~recognizes ~~Share~~marketing and promotion expense in selling, general and administrative expenses as the services are incurred. Total marketing and promotion expenses for the years ended December 31, 2024 and 2023 as $65 and $51, respectively.

~~Basic~~Earnings ~~earnings~~ (~~loss~~Loss) ~~per~~Per ~~common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year.~~Share

~~Diluted~~Basic earnings (loss) per common share ~~reflects~~are ~~the~~computed ~~potential~~by ~~dilution~~dividing ~~that~~net ~~could~~income ~~occur~~(loss) ifby ~~securities~~the orweighted ~~other~~average ~~contracts~~number toof ~~issue~~ common ~~stock~~shares ~~were~~outstanding ~~exercised~~during ~~or converted into common stock or resulted in~~ the ~~issuance of common stock that then shared in the earnings of the Company~~year.

~~Income~~Diluted ~~Taxes~~earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

~~The~~Income Company accounts for income taxes utilizing the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts ofTaxes

49The Company accounts for income taxes utilizing the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carry forwards, using enacted tax rates and laws that are expected to be in effect when the differences reverse.

~~RELIABILITY~~A ~~INCORPORATED~~valuation ~~AND~~allowance ~~SUBSIDIARY~~is recorded against deferred tax assets in these cases when management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results.

~~NOTES~~The TOCompany ~~CONSOLIDATED~~recognizes ~~FINANCIAL~~any ~~STATEMENTS~~uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2024 and 2023, the Company did not record any accruals for interest and penalties. The Company does not foresee material changes to its uncertain tax positions within the next twelve months. The Company’s tax years are subject to examination for 2022 and forward for U.S. Federal tax purposes and for 2021 and forward for state tax purposes.

~~(amounts~~Recently inIssued ~~thousands)~~Accounting Pronouncements

~~existing~~In ~~assets~~November ~~and~~2023, ~~liabilities~~the ~~and~~FASB ~~their~~issued ~~respective~~ASU ~~tax~~No. ~~basis~~2023-07, Improvements to Reportable Segment Disclosures. The FASB amended the guidance in ASC 280, Segment Reporting (“ASC 280”), to require a public entity to disclose significant segment expenses and ~~net~~other ~~operating~~segment items ~~loss~~on an annual and ~~tax~~interim ~~credit~~basis ~~carry~~and ~~forwards,~~to ~~using~~provide ~~enacted~~in ~~tax~~interim ~~rates~~periods all disclosures about a reportable segment’s profit or loss and ~~laws~~assets that are ~~expected~~currently required annually. The guidance is applied retrospectively to beall periods presented in ~~effect~~financial ~~when~~statements, unless it is impracticable. This new guidance is effective for public business entities for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The Company adopted this new standard effective January 1, 2024. See Note 13, Segment Information, for disclosures related to the ~~differences~~adoption ~~reverse~~of ASU 2023-07.

A valuation allowance is recorded against deferred tax assets in these cases when management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results.51

~~The~~RELIABILITY ~~Company~~INCORPORATED ~~recognizes~~AND any uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2023 and 2022, the Company did not record any accruals for interest and penalties. The Company does not foresee material changes to its uncertain tax positions within the next twelve months. The Company’s tax years are subject to examination for 2021 and forward for U.S. Federal tax purposes and for 2020 and forward for state tax purposes.SUBSIDIARY

~~Recently~~NOTES ~~Issued~~TO ~~Accounting~~CONSOLIDATED ~~Pronouncements~~FINANCIAL STATEMENTS

~~In June 2016, the Financial Accounting Standards Board~~ (~~“FASB”) issued Accounting Standards Update (“ASU”) 2016-13,~~amounts Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, which significantly changes how entities measure credit losses for most financial assets and certain other instruments. ASU 2016-13 introduces a new model for recognizing credit losses, known as the current expected credit loss (CECL) model, which is based on expected losses rather than incurred losses. Under the CECL model, entities will be required to estimate all expected credit losses over the life of the asset. This update applies to all entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. This ASU is effective for public business entities classified as smaller reporting companies for fiscal years beginning after December 15, 2022. The Company adopted the amendments during the current year and the adoption did not have a material impact on its consolidated financial statements and disclosures.thousands)

In November ~~2023~~2024, the FASB issued ASU ~~2023~~No. 2024-0703, ~~Segment~~Income ~~Reporting~~Statement ~~(Topic~~- ~~280):~~Reporting ~~Improvements~~Comprehensive toIncome ~~Reportable~~- ~~Segment~~Expense Recognition Disclosures. ~~This~~ This ASU ~~enhances~~will ~~the~~require entities to provide enhanced disclosures related to ~~segment~~certain ~~reporting~~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 ~~public~~the ~~entities~~presentation of expenses in the face of the income statement. ItUnder ~~requires~~this ASU, entities are required to ~~disclose~~disaggregate, ~~significant~~in ~~segment~~a ~~expenses~~tabular format, expense captions presented on the face of the ~~for~~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 ~~reportable~~relevant ~~segment~~expense caption, ~~providing~~entities ~~greater~~must ~~transparency~~provide ina ~~segment~~qualitative ~~performance~~description of the nature of those expenses. The new ASU is effective for ~~fiscal~~annual ~~years~~reporting periods beginning after December 15, ~~2023,~~2026 and ~~for~~ interim reporting periods ~~within fiscal years~~ beginning after December 15, ~~2024~~2027. Early adoption is permitted. The Company is currently evaluating ~~how~~the ~~this~~impact ~~ASU~~of ~~will~~the ~~impact~~adoption ~~its~~of ~~consolidated~~this ~~financial~~standard on ~~statements~~the ~~and~~related disclosures.

In December ~~2019~~2023, the FASB issued ASU No. ~~2019~~2023-1209, ~~Income~~Improvements ~~Taxes~~to ~~(Topic 740)—Simplifying the Accounting for~~ Income ~~Taxes,~~Tax ~~to remove~~Disclosures. ~~certain~~This ~~exceptions~~ASU ~~and~~does ~~improve~~not ~~consistency~~change ofaccounting ~~application, including, among other things, requiring that an entity reflect the~~for ~~effect~~income oftaxes anbut ~~enacted~~requires ~~change~~new indisclosures ~~tax~~focusing ~~laws~~on ortwo ~~rates~~areas, in the ~~annual~~ effective ~~tax~~ rate ~~computation~~reconciliation inand ~~the~~taxes ~~interim~~paid. ~~period~~This ~~that~~new ~~includes the~~standard ~~enactment~~is ~~date.~~effective ~~The~~for ~~amendments~~public inbusiness ~~this~~entities ~~update were effective~~ for usannual periods beginning ~~with~~after ~~fiscal~~December ~~year 2022~~15, ~~with~~2024. ~~early~~Early adoption is permitted. ~~Most amendments~~The ~~within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective~~Company oris ~~modified~~currently ~~retrospective~~evaluating ~~basis. The adoption of~~ the ~~amendments did not have a material~~ impact ~~on our consolidated financial position and results~~ of ~~operations~~the asadoption of ~~and~~this ~~for~~standard on the ~~year~~related ~~ended December 31, 2023~~disclosures.

~~On December 14, 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09).~~ The ~~ASU focuses on income tax disclosures around effective~~ ~~tax~~Company ~~rates~~does ~~and~~not ~~cash~~believe ~~income~~any ~~taxes~~other ~~paid.~~recently ~~ASU 2023-09 largely follows the proposed ASU~~ issued ~~earlier~~but innot ~~2023~~yet ~~with several important modifications and clarifications discussed below. ASU 2023-09 is~~ effective ~~for~~accounting ~~public business entities for annual periods beginning after Dec. 15~~pronouncement, ~~2024~~if ~~(generally~~adopted, ~~calendar~~would ~~year~~have ~~2025)~~a ~~and effective for all other business entities one year later. Entities should~~material ~~adopt~~effect ~~this guidance~~ on aits ~~prospective~~present ~~basis,~~or ~~though~~future ~~retrospective application is permitted. The Company is currently evaluating how this ASU will impact its~~ consolidated financial statements ~~and disclosures~~.

50NOTE 4 – TRADE RECEIVABLES

~~RELIABILITY~~Contract ~~INCORPORATED~~receivables ~~AND~~for ~~SUBSIDIARY~~the years ended December 31, 2024 and 2023 consist of the following:

~~NOTES TO~~ SCHEDULE ~~CONSOLIDATED~~OF ~~FINANCIAL~~CONTRACT ~~STATEMENTS~~RECEIVABLES

(amounts in thousands)

	2024		2023
Accounts receivable, unfactored	$	2,313	$	2,819
Unbilled receivables		97		-
Accounts receivable, factored		2,375		174
Total	$	4,785	$	2,993

~~The~~All ~~Company~~the ~~does~~net ~~not~~trade ~~believe~~receivables ~~any~~are ~~other~~pledged ~~recently~~as ~~issued~~collateral ~~but~~on ~~not~~a ~~yet~~loan ~~effective~~agreement. ~~accounting~~The ~~pronouncement,~~unbilled ifreceivables ~~adopted,~~relate ~~would~~to ~~have~~services athat ~~material~~were performed, ~~effect~~and onthe ~~its~~related ~~present~~revenue orwas ~~future~~recognized ~~consolidated~~but ~~financial~~the ~~statements~~Company has not invoiced for these services as of December 31, 2024.

NOTE 45 – ~~TRADE~~PROPERTY, ~~RECEIVABLES~~PLANT AND EQUIPMENT

~~Contract~~Property, ~~receivables~~plant and equipment for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 consist of the following:

~~SCHEDULE~~ SUMMARY OF ~~CONTRACT~~PROPERTY, ~~RECEIVABLES~~ PLANT AND EQUIPMENT

	2023			2022
	2024			2023
Accounts receivable, unfactored	$	2,819		$	3,131
Office equipment	$	76		$	60
Unbilled receivables		-			587
Computer software		160			108
Accounts receivable, factored		174			2,619
Property, plant and equipment, gross		236			168
Total	$	2,993		$	6,337
Accumulated depreciation		(176	)		(153	)
Property, plant and equipment, net	$	60		$	15

~~All the net trade receivables are pledged as collateral on a loan agreement.~~52

~~NOTE~~RELIABILITY 5INCORPORATED ~~– PROPERTY, PLANT~~ AND ~~EQUIPMENT~~SUBSIDIARY

~~Property,~~NOTES ~~plant~~TO ~~and~~CONSOLIDATED ~~equipment~~FINANCIAL ~~for the years ended December 31, 2023 and 2022 consist of the following:~~STATEMENTS

~~SUMMARY~~(amounts in ~~OF PROPERTY, PLANT AND EQUIPMENT~~ thousands)

	2023			2022
Office equipment	$	60		$	54
Computer software		108			110
Property, plant and equipment, gross		168			164
Accumulated depreciation		(153	)		(138	)
Property, plant and equipment, net	$	15		$	26

NOTE 6 - ACCRUED EXPENSES

~~NOTE~~Accrued 6expenses -for ~~ACCRUED~~the ~~EXPENSES~~years ended December 31, 2024 and 2023 consist of the following:

~~Accrued expenses~~ SUMMARY ~~for~~OF ~~the~~ACCRUED ~~years ended December 31, 2023 and 2022 consist of the following:~~EXPENSES

SUMMARY OF ACCRUED EXPENSES

	2024		2023
Accrued vendor costs	$	155	$	152
Financed insurance payable		111		127
Other		22		11
Accrued expenses	$	288	$	290

	2023		2022
	2023		2022
Accrued vendor costs	$	152	$	199
Financed insurance payable		127		124
Other		11		16
Accrued expenses	$	290	$	339

NOTE 7 - INCOME TAXES

~~NOTE~~Income 7tax -expense ~~INCOME~~(benefit) ~~TAXES~~for the years ended December 31, 2024 and 2023 are comprised of the following:

~~Income tax~~ SUMMARY ~~expense~~OF ~~(benefit)~~INCOME ~~for~~TAX ~~the years ended December 31, 2023 and 2022 are comprised of the following:~~EXPENSE

SUMMARY OF INCOME TAX EXPENSE

	2024		2023
Current federal income tax	$	-	$	-
Current state income tax		-		14
Deferred income tax (benefit)		-		-
Income tax expense (benefit)	$	-	$	14

	2023		2022
Current federal income tax	$	-	$	113
Current state income tax		14		57
Deferred income tax (benefit)		-		-
Income tax expense (benefit)	$	14	$	170

Significant components of the Company’s deferred income tax assets (liabilities) are as follows at

51 SUMMARY OF DEFERRED INCOME TAX ASSETS (LIABILITIES)

RELIABILITY INCORPORATED AND SUBSIDIARY

	2024			2023
	December 31,
	2024			2023
Deferred tax assets (liabilities):
Employee accruals	$	39		$	97
Cash to accrual		-			-
Accrued workers’ compensation and other		1			3
State deduction		-			-
Sec. 163(j) interest limitation		-			-
Federal and State net operating loss carry forwards		605			401
Other		1			1
Deferred tax liabilities:
Intangibles		12			13
Fixed assets		(5	)		(5	)
Deferred income taxes, net		653			510
Valuation allowance		(653	)		(510	)
Deferred tax assets (liabilities)	$	-		$	-

~~NOTES~~The TOincome ~~CONSOLIDATED~~tax ~~FINANCIAL~~provision, ~~STATEMENTS~~reconciled to the tax computed at the statutory federal rate, is as follows:

~~(amounts in thousands)~~53

~~Significant~~RELIABILITY ~~components~~INCORPORATED ofAND ~~the Company’s deferred income tax assets (liabilities) are as follows at~~SUBSIDIARY

~~SUMMARY~~NOTES TO OFCONSOLIDATED ~~DEFERRED~~FINANCIAL ~~INCOME TAX ASSETS (LIABILITIES)~~ STATEMENTS

	2023			2022
	December 31,
	2023			2022
Deferred tax assets (liabilities):
Employee accruals	$	97		$	134
Cash to accrual		-
Accrued workers’ compensation and other		3			8
State deduction		-			-
Sec. 163(j) interest limitation		-			44
Federal and State net operating loss carry forwards		401			152
Other		1			1
Deferred tax liabilities:
Intangibles		13			14
Fixed assets		(5	)		22
Deferred income taxes, net		510			375
Valuation allowance		(510	)		(375	)
Deferred tax assets (liabilities)	$	-		$	-

(amounts in thousands)

~~The income~~ SCHEDULE ~~tax~~OF ~~provision,~~INCOME ~~reconciled~~TAX toPROVISION, ~~the~~RECONCILED ~~tax~~TO ~~computed~~TAX atCOMPUTED ~~the~~AT ~~statutory~~STATUTORY ~~federal~~FEDERAL ~~rate, is as follows:~~RATE

SCHEDULE OF INCOME TAX PROVISION, RECONCILED TO TAX COMPUTED AT STATUTORY FEDERAL RATE

	December 31,
	2024					2023
Tax expense at federal statutory rate	$	(125	)	21.0	%	$	(147	)	21.0	%
State income taxes, net		(27	)	4.6	%		(33	)	4.8	%
Permanent Differences		1		-0.1	%		2		-0.2	%

Effect of deferred rate change		6		-1.1	%		15		-2.2	%
Historical Adjustments		2		-0.3	%		28		-4.0	%
Valuation allowance		143		-24.1	%		135		-19.4	%
Other, net		-		0.0	%		14		2.0	%
Income tax expense	$	-		0.0	%	$	14		2.0	%

	December 31,
	2023					2022
Tax expense at federal statutory rate	$	(147	)	21.0	%	$	(119	)	21	%
State income taxes, net		(33	)	2.6	%		6		-1	%
Permanent Differences		2		-0.2	%		-		-
Effect of deferred rate change		15		-2.2	%		14		-2.5	%
Historical Adjustments		28		-4.0	%		(45	)	7.8	%
Valuation allowance		135		-19.4	%		215		-37.8	%
Other, net		14		2.0	%		-99		-17.4	%
Income tax expense	$	14		-0.1	%	$	170		-29.9	%

NOTE 8 – DEBT

~~NOTE~~Factoring ~~8 - DEBT~~Facility

~~Tax~~Gulf ~~Liabilities~~Coast Bank and Trust

~~MMG~~On ~~has~~November ~~settled~~4, ~~its~~2016, ~~past~~the ~~tax~~Company ~~liabilities~~entered ~~that~~into ~~began~~a infactoring ~~2017~~ and ~~has~~security ~~approximately~~agreement ~~$138~~with Triumph Business Capital (“Triumph”), which was amended in ~~credits~~January ~~held~~2020. byThe ~~the~~current ~~IRS~~agreement ~~for~~has ~~negotiated~~an ~~abatements for~~advance ~~additional~~rate ~~interest~~of ~~and~~15 ~~penalties~~basis ~~MMG~~points, ~~should~~and ~~not~~the ~~have~~interest ~~been~~rate ~~assessed~~is prime plus 2%. ~~This~~The ~~total~~amount isof ~~included~~an ininvoice ~~our~~eligible ~~prepaid~~for ~~expense~~sale ~~balance~~is of93%. ~~$442~~The agreement is on month-to-month terms.

~~Factoring~~On ~~Facility~~August 24, 2023, we were notified by that our factoring arrangement had been sold to Gulf Coast Bank and Trust (“Gulf”), by Triumph who decided to sell its non-transportation portfolio. The transition took place in August 2023 with new financing coming from Gulf. The Company continues to be obligated to meet certain covenants with respect to invoicing and reserve account balance.

~~Gulf~~In ~~Coast~~accordance ~~Bank~~with the agreement, a reserve amount is required for the total unpaid balance of all purchased accounts multiplied by a percentage equal to the difference between one hundred percent and ~~Trust~~the advanced rate percentage. As of December 31, 2024, the required amount was 10%. Any excess of the reserve amount is paid to the Company on a weekly basis, as requested. If a reserve shortfall exists for a period of ten days, the Company is required to make payment to the financial institution for the shortage.

OnAccounts ~~November~~receivables 4,were ~~2016,~~sold with full recourse. Proceeds from the ~~Company~~sale ~~entered~~of ~~into~~receivables awere ~~factoring~~$9,132 and ~~security~~$3,768 ~~agreement~~for ~~with~~the ~~Triumph~~years ~~Business~~ended ~~Capital~~December ~~(“TBC”)~~31, ~~which~~ ~~was~~2024 ~~amended~~and in2023, ~~January 2020~~respectively. ~~The~~Repayments ~~current~~totaled ~~agreement~~$6,930 ~~has~~and an$6,214 ~~advance~~for ~~rate~~the ofyears 15ending ~~basis~~December ~~points~~31, 2024 and ~~the~~2023, ~~interest~~respectively. ~~rate~~Thus, the istotal ~~prime~~outstanding ~~plus~~balance ~~2%.~~under ~~The amount~~the ofrecourse ancontract ~~invoice~~was ~~eligible~~$2,375and ~~for~~$174 ~~sale~~as isof ~~93%.~~December ~~The~~31, ~~agreement~~2024 isand on2023, ~~month-to-month terms~~respectively.

OnThe ~~August~~Factoring ~~24,~~Facility ~~2022,~~is wecollateralized ~~were~~by ~~notified~~substantially byall ~~TBC~~the ~~that~~assets ~~our~~of ~~factoring~~the ~~arrangement~~Company. ~~had~~In ~~been~~the ~~sold~~event toof ~~Gulf~~a ~~Coast~~default, ~~Bank~~the ~~and~~Factor ~~Trust~~may demand ~~(“Gulf”),~~that asthe ~~TBC~~Company ~~had~~repurchase ~~decided~~the toreceivable ~~sell~~or ~~its~~debit ~~non-transportation~~the ~~portfolio~~reserve account. ~~The~~Total ~~transition~~finance ~~took~~line ~~place~~fees ~~between~~for ~~August 26th~~the ~~and~~years ~~28th~~ended ~~with~~December ~~new~~31, ~~financing~~2024 and ~~coming~~2023 ~~from~~totaled ~~Gulf.~~$108 ~~The~~and ~~Company~~$92, ~~continues~~respectively. toand beare ~~obligated~~included toin ~~meet~~other ~~certain financial~~income ~~covenants~~(expense) in ~~respect~~the toaccompanying ~~invoicing~~consolidated ~~and~~statement ~~reserve account balance~~of operations.

52NOTE 9 – COMMITMENTS AND CONTINGENCIES

~~RELIABILITY~~From ~~INCORPORATED~~time ~~AND~~to ~~SUBSIDIARY~~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.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~54

~~(amounts~~RELIABILITY inINCORPORATED ~~thousands)~~AND SUBSIDIARY

InNOTES ~~accordance~~TO ~~with~~CONSOLIDATED ~~the~~FINANCIAL agreement, a reserve amount is required for the total unpaid balance of all purchased accounts multiplied by a percentage equal to the difference between one hundred percent and the advanced rate percentage. As of December 31, 2023, the required amount was 10%. Any excess of the reserve amount is paid to the Company on a weekly basis, as requested. If a reserve shortfall exists for a period of ten days, the Company is required to make payment to the financial institution for the shortage.STATEMENTS

~~Accounts~~(amounts ~~receivables~~in were sold with full recourse. Proceeds from the sale of receivables were $3,768 and $13,972 for the years ended December 31, 2023 and 2022, respectively. Repayments totaled $6,214 and $12,299 for the years ending December 31, 2023 and 2022, respectively. Thus, the total outstanding balance under the recourse contract was $174 and $2,619 as of December 31, 2023 and 2022, respectively.thousands)

~~The~~A ~~Factoring~~series ~~Facility~~of islegal ~~collateralized~~actions byand ~~substantially~~hearings ~~all~~took ~~the~~place ~~assets~~starting ofin ~~the~~March ~~Company.~~of In2020 with the ~~event~~Vivos ofGroup aover ~~default,~~Merger ~~the~~agreement ~~Factor~~violations ~~may~~and Vivos ~~demand~~Group ~~that~~debt ~~the~~obligations. ~~Company~~Arbitration ~~repurchase~~was ~~the~~agreed ~~receivable~~to orin ~~debit~~ the ~~reserve~~fall ~~account.~~of ~~Total~~2021 ~~finance~~by ~~line~~both ~~fees for~~ the ~~years~~Vivos ~~ended~~Group ~~December 31, 2023~~ and ~~2022~~MMG ~~totaled~~with ~~$92~~the ~~and~~proceedings commencing ~~$171, respectively~~in February 2022.

~~NOTE~~On 9August –31, ~~COMMITMENTS~~2022, ~~AND~~the ~~CONTINGENCIES~~arbitrator issued the Award with the Company and MMG prevailing on their claims. The awards included citing of fraud damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023. Summarily, MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $1,209, and a contract damage of $1,000 to be satisfied by the transfer of their shares of the Company Common Stock to the Company equal in value to $1,000. The aggregate amount of the Awards totaled $7,710.

~~From~~The ~~time~~May ~~to time~~17, ~~the~~2023 ~~Company~~award ~~may~~also ~~become~~appointed ~~involved~~a inReceiver ~~various~~whose ~~lawsuits~~primary ~~and~~function ~~legal~~is ~~proceedings~~to ~~which~~collect ~~arise in~~ the ~~ordinary~~contract ~~course~~and offraud ~~business. However~~damages, ~~litigation~~including iscosts, ~~subject to inherent uncertainties~~ expenses, and anfees ~~adverse~~provided ~~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~~awards.

AOn ~~series~~December of29, ~~legal~~2023, ~~actions~~the ~~and~~Circuit ~~hearings~~Court ~~took~~for ~~place~~Montgomery ~~starting~~County, inMaryland ~~March~~signed oforders ~~2020~~entering ~~with~~all three arbitration awards as judgments in Reliability’s case against the Vivos Group. ~~over~~These ~~Merger~~orders ~~agreement~~became ~~violations~~final ~~and~~on ~~Vivos Group~~January ~~debt~~29, ~~obligations~~2024, when the appeal period expired for the defendants. ~~Arbitration~~The ~~was~~judgments ~~agreed~~are togood for 12 years and can be enrolled in ~~the~~other ~~fall~~states. ofReliability ~~2021~~has bycollectible ~~both~~judgments which the ~~Vivos~~Receiver ~~Group~~has ~~and~~been eligible to pursue. Sometime in March 2025 MMG ~~with~~expects the ~~proceedings~~Receiver ~~commencing in~~to ~~February~~make ~~2022~~a recommendation to the arbitrator.

OnNOTE August 31, 2022, the arbitrator issued the Award with the Company and MMG prevailing on their claims. The awards included citing of fraud damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, ~~2023,~~- and finally on October 27, 2023. Summarily, MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $1,209, and a contract damage of $1,000 to be satisfied by the transfer of their shares of the Company Common Stock to the Company equal in value to $1,000. The aggregate amount of the Awards totaled $7,710.EQUITY

The ~~May~~Company’s ~~17,~~authorized ~~2023~~capital ~~award~~stock ~~also~~consists ~~appointed~~of a300,000,000 ~~Receiver~~shares ~~whose~~of ~~primary~~common ~~function~~stock iswith tono ~~collect~~par ~~the~~value. ~~contract~~All ~~and~~authorized ~~fraud~~shares ~~damages,~~of ~~including costs, expenses,~~Company ~~and~~Common ~~fees~~Stock ~~provided~~are inissued ~~the~~and ~~awards~~outstanding.

OnNOTE ~~December~~11 ~~29,~~- ~~2023,~~RELATED ~~the~~PARTY Circuit Court for Montgomery County, Maryland signed orders entering all three arbitration awards as judgments in Reliability’s case against the Vivos Group. These orders became final on January 29, 2024, when the appeal period expired for the defendants. The judgments are good for 12 years and can be enrolled in other states. Reliability has collectible judgments which the Receiver is now eligible to pursue.TRANSACTIONS

InStock ~~September~~Purchase 2022, MMG learned that a Vivos IT, LLC lawsuit against SWC in May 2019 included MMG as a plaintiff. The lawsuit 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. Maslow’s counsel filed a motion to include all original parties to the SWC agreement, as two of the original parties were not in the original filings. SWC filed a motion for summary judgement and Maslow responded on March 18, 2024 opposing the motion.Agreement

AtOn ~~the~~November ~~present~~9, ~~time~~2016, Vivos Holdings, LLC, the ~~Company~~former isowner ~~uncertain~~of asMMG, toacquired ~~whether~~100% ~~the~~of ~~above~~MMG ~~item~~through ~~will~~a ~~have~~stock acquisition exchange for a ~~material~~purchase price ~~impact~~of on$1,750, ~~their~~of ~~consolidated~~which ~~financial~~$1,400 ~~statements~~was paid at settlement with proceeds from MMG. The Vivos Debtors subsequently entered into a promissory note receivable with MMG for the full stock purchase price. No payment has ever been made against this note and between 2018 to present and there has been $2,503 in additional borrowings.

53Related Party Notes Receivable

~~RELIABILITY~~The ~~INCORPORATED~~Company ~~AND~~has ~~SUBSIDIARY~~several notes receivable from related parties. Prior to the Merger, Vivos Holdings collaborated on a share swap of Maslow for other Vivos companies with individuals who included, but were not limited to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. 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., and Federal Systems, LLC], which are collectively referred to as the “Vivos Group.”

~~NOTES~~For the year ended December 31, 2024, the Company recorded a change in TOestimate ~~CONSOLIDATED~~based ~~FINANCIAL~~on ~~STATEMENTS~~the advice of MMG counsel, whose interpretation of the award led to MMG’s recalculation of accrued interest at a lower interest rate from August 31, 2022 to December 31, 2024, resulting in an approximate $132 reversal in interest.

~~(amounts~~The intable ~~thousands)~~below is a summary of Vivos Group related party notes receivable which as of December 31, 2024 total $5,847.

~~NOTE 10 - EQUITY~~55

~~The~~RELIABILITY ~~Company’s~~INCORPORATED ~~authorized~~AND ~~capital stock consists of 300,000,000 shares of common stock with no par value. All authorized shares of Company Common Stock are issued and outstanding.~~SUBSIDIARY

~~NOTE~~NOTES 11TO -CONSOLIDATED ~~RELATED~~FINANCIAL ~~PARTY TRANSACTIONS~~STATEMENTS

~~Stock~~(amounts ~~Purchase~~in ~~Agreement~~thousands)

~~On November~~ SCHEDULE 9,OF ~~2016,~~RELATED ~~Vivos~~PARTY ~~Holdings~~NOTES LLC, the former owner of MMG, acquired 100% of MMG through a stock acquisition exchange for a purchase price of $1,750, of which $1,400 was paid at settlement with proceeds from MMG. The Vivos Debtors subsequently entered into a promissory note receivable with MMG for the full stock purchase price. No payment has ever been made against this note and between 2018 to present and there has been $2,503 in additional borrowings.RECEIVABLE

Related Party Notes Receivable

Note Description	Acquisition Loan to Vivos, LLC			Interco Loan to Vivos Real Estate, LLC			Tax Note		Total Notes Receivable
Origination date	November 9, 2016			November 15, 2017			September 15, 2019
Original borrowed amount	$	1,400		$	772		$	750
Balance on December 31, 2021	$	3,383		$	812		$	790	$	4,985
Additional borrowings		34			-			-		34
Accrued interest		167			45			20		232
Balance on December 31, 2022	$	3,584		$	857		$	810	$	5,251
Repayments		(19	)		-			-		(19	)
Accrued interest		200			49			20		269
Balance on December 31, 2023	$	3,765		$	906		$	830	$	5,501
Repayments		(15	)		(91	)		-		(106	)
Accrued interest		289			82			81		452
Balance on December 31, 2024	$	4,039		$	897		$	911	$	5,847

~~The~~Debt ~~Company~~Settlement has several notes receivable from related parties. Prior to the Merger, Vivos Holdings collaborated on a share swap of Maslow for other Vivos companies with individuals who included, but were not limited to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. 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., and Federal Systems, LLC], which are collectively referred to as the “Vivos Group.”Agreements

~~The~~In ~~table~~June ~~below~~2023, isVREH asuccessfully ~~summary~~sold the property at 22 Baltimore Road in Rockville, Maryland, relieving Maslow of ~~Vivos~~any ~~Group~~liability related to ~~party~~the ~~notes~~building, ~~receivable~~ which MMG had been signed as ofa ~~December~~guarantor 31for in 2017 without management’s knowledge. In September 2024, ~~2023~~the ~~total~~Company received $~~5,501~~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). The SWC matter was also resolved with MMG’s portion being $10.

~~SCHEDULE OF~~Related ~~RELATED~~Party ~~PARTY NOTES RECEIVABLE~~ Costs

Note Description	Acquisition Loan to Vivos, LLC			Interco Loan to Vivos Real Estate, LLC		Tax Note		Total Notes Receivable
Origination date	November 9, 2016			November 15, 2017		September 15, 2019
Original borrowed amount	$	1,400		$	772	$	750	$	-
Balance on December 31, 2021	$	3,383		$	812	$	790	$	4,985
Additional borrowings		34			-		-		34
Accrued interest		167			45		20		232
Balance on December 31, 2022	$	3,584		$	857	$	810	$	5,251
Repayments		(19	)		-		-		(19	)
Accrued interest		200			49		20		269
Balance on December 31, 2023	$	3,765		$	906	$	830	$	5,501

RLBY’s Other Income and Expenses totaling approximately $379 in legal fees and settlements included $143 for receivership related costs for recovery of the arbitration award and $115 for legal fees and settlement of the SWC matter (see Debt Settlement Agreement above). These $258 in costs were related to the Vivos Group.

54Related Party Relationships

~~Debt~~On ~~Settlement~~October ~~Agreements~~29, 2019, prior to the Merger, Naveen Doki and Silvija Valleru became beneficial owners of Company Common Stock, equal to approximately 69% and 17% of the total number of shares of the Company’s Common Stock outstanding after giving effect to the Merger, respectively.

OnAt ~~July~~the ~~21,~~present ~~2021~~time, ~~Maslow~~the ~~settled~~Vivos ~~the~~Group ~~obligation~~shall ~~which~~not ~~Vivos~~be ~~Holdings,~~entitled ~~LLC~~to ~~had~~vote ~~obligated~~any ~~Maslow~~of totheir shares in ~~July~~Reliability ~~2018,~~at ~~with~~any ~~Libertas~~annual ~~Funding,~~or ~~LLC~~special meetings ~~and~~of ~~Kinetic~~the ~~for $475~~shareholders. ~~The~~A ~~$475~~Receiver is ~~included~~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 ~~additional~~restrictions ~~borrowings~~on ~~represented~~the ~~above~~rights of the Vivos Group shareholders imposed by the Award shall be lifted.

In ~~June~~the ~~2023,~~summer ~~VREH~~of ~~was~~2019, ~~able~~prior to ~~sell~~ the ~~property~~Merger, atMMG 22entered ~~Baltimore~~into ~~Road,~~a inSecurities ~~Rockville~~Purchase Agreement with several parties including CEO Nick Tsahalis (“Mr. Tsahalis”), ~~Maryland~~CFO Mark Speck (“Mr. Speck”), ~~leaving~~both officers and then directors of Maslow ~~with~~and Hawkeye noEnterprises ~~liability~~(“Hawkeye”) ~~with~~a company owned and controlled by Mr. Speck. The convertible promissory notes signed by ~~respect~~Mr. Tsahalis and Mr. Speck afforded them both common shares of Reliability based on the initial principal amounts of $100 each. Mr. 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 ~~building~~Company ~~that~~Common Stock. The term “warrant” herein refers to warrants issued by MMG ~~had~~and ~~been~~assumed by ~~signed~~the Company as a ~~guarantor~~result ~~without~~of ~~management’s~~the ~~knowledge~~Merger. inThe ~~2017~~terms of all Warrants are the same other than as to the number of shares covered thereby. The ~~Company~~Warrant may be ~~entitled~~ exercised at any time or from time to ~~cash~~time induring the ~~amount~~period commencing on first business day following the completion of upthe toQualified ~~$90~~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. The exercise price per full share of the ~~bankruptcy~~Company ~~proceedings~~Common ~~and~~Stock shall be 120% of the average sale price of the ~~building.~~Company ~~Such~~Common anStock ~~amount~~across ~~would~~all transactions ~~reduce~~constituting ~~Vivos~~a ~~debt~~part toof ~~MMG~~the byQualified ~~that amount~~Financing. AsConvertible note warrants were not valued and included as liability on balance sheet because of ~~March~~uncertainty 21around their pricing, ~~2024~~value, ~~MMG~~and ~~has~~low ~~not~~probability ~~learned~~at this juncture in receiving the $5,000 trigger. The five-year eligibility for all holders of ~~any~~these ~~proceeds~~Warrants ~~granted~~expired byin ~~the~~October ~~court~~2024.

~~Related Party Relationships~~56

OnRELIABILITY ~~October~~INCORPORATED ~~29,~~AND 2019, prior to the Merger, Naveen Doki and Silvija Valleru became beneficial owners of Company Common Stock, equal to approximately 69% and 17% of the total number of shares of the Company’s Common Stock outstanding after giving effect to the Merger, respectively.SUBSIDIARY

AtNOTES ~~the~~TO ~~present~~CONSOLIDATED ~~time,~~FINANCIAL the Vivos Group shall not be entitled to vote any of their shares in Reliability at any annual or special meetings 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.STATEMENTS

~~In the summer of 2019, prior to the Merger, MMG entered into a Securities Purchase Agreement with several parties including CEO Nick Tsahalis~~ (“Mr. Tsahalis”), CFO Mark Speck (“Mr. Speck”), both officers and then directors of Maslow and Hawkeye Enterprises (“Hawkeye”) a company owned and controlled by Mr. Speck. The convertible promissory notes signed by Mr. Tsahalis and Mr. Speck afforded them both common shares of Reliability based on the initial principal amounts ~~of $100~~ ~~each.~~in ~~Mr. Tsahalis, Mr. Speck, and Hawkeye also received Warrants to purchase 16,323, 81,616, and 81,616 shares, respectively, (on a post-Merger basis~~thousands) ~~of the Company Common Stock.~~

~~The~~NOTE ~~term~~12 “warrant” herein refers to warrants issued by MMG and assumed by the Company as a result of the Merger. The terms of 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. The exercise 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 at this juncture in receiving the $5,000 trigger. The five-~~year eligibility~~ ~~for~~EMPLOYEE ~~all~~BENEFIT ~~holders of these Warrants will expire in October 2024.~~PLAN

~~NOTE~~The 12Company provides a defined contribution plan (the “401(k) Plan”) for the benefit of its eligible full-time ~~EMPLOYEE~~employees. ~~BENEFIT~~The 401(k) ~~PLAN~~Plan allows employees to make contributions subject to applicable statutory limitations. The Company currently does not match employee contributions.

~~The~~NOTE ~~Company~~13 ~~provides a defined contribution plan (the “401(k) Plan”) for the benefit of its eligible full~~-~~time~~ ~~employees.~~BUSINESS ~~The 401(k) Plan allows employees to make contributions subject to applicable statutory limitations. The Company currently does not match employee contributions.~~SEGMENTS

55The Company operates within four industry segments: EOR, Recruiting and Staffing, Direct Hire, and Video and Multimedia Production. The EOR segment provides media field talent to a host of large corporate customers in all 50 states. The Recruiting and Staffing segment provides skilled Media and IT field talent on a nationwide basis for customers in a myriad of industries. Direct Hire fulfils direct placement requests by MMG clients for a wide variety of posts, including administrative, media and IT professionals. The Video and Multimedia Production segment provides Script-to-Screen services for corporate, government and non-profit clients, globally.

~~RELIABILITY~~Segment ~~INCORPORATED~~gross ~~AND~~profit ~~SUBSIDIARY~~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 level. Our operating segments align with our organizational structure 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. Monthly, our CODM reviews segment revenue and gross profit against the prior year and budget to inform working capital allocation decisions. The measure of segment assets is reported on the consolidated balance sheet as total assets.

~~NOTES~~The TOfollowing ~~CONSOLIDATED~~table ~~FINANCIAL~~provides ~~STATEMENTS~~a reconciliation of revenue and gross profit by reportable segment to consolidated results for the years indicated:

~~(amounts~~Gross inProfit ~~thousands)~~Performance by Segment

~~NOTE 13~~ SCHEDULE -OF ~~BUSINESS~~GROSS ~~SEGMENTS~~PROFIT PERFORMANCE BY SEGMENT

The Company operates within four industry segments: EOR, Recruiting and Staffing, Direct Hire, and Video and Multimedia Production. The EOR segment provides media field talent to a host of large corporate customers in all 50 states. The Recruiting and Staffing segment provides skilled Media and IT field talent on a nationwide basis for customers in a myriad of industries. Direct Hire fulfils direct placement requests by MMG clients for a wide variety of posts, including administrative, media and IT professionals. The Video and Multimedia Production segment provides Script to Screen services for corporate, government and non-profit clients, globally.

2024							2023

Business Segment		Revenue		Gross Profit	GM %		Business Segment		Revenue		Gross Profit	GM %
EOR	$	20,382	$	2,445	12.0	%	EOR	$	17,828	$	2,179	12.2	%
Staffing	$	3,301	$	617	18.7	%	Staffing	$	3,098	$	611	19.7	%
Video Production	$	204	$	40	19.7	%	Video Production	$	326	$	68	20.9	%
Direct Hire	$	95	$	90	94.4	%	Direct Hire	$	199	$	181	91.0	%
Total	$	23,982	$	3,192	13.3	%	Total	$	21,451	$	3,039	14.2	%

~~Segment~~NOTE ~~operating~~14- ~~income~~SUBSEQUENT ~~includes revenue and cost of services only. Currently, the Company is not allocating sales, general, and administrative expenses at the segment level.~~EVENTS

The ~~following~~Company ~~table~~has ~~provides~~evaluated asubsequent ~~reconciliation~~events after the balance sheet date of ~~revenue~~December ~~and~~31, ~~operating~~2024 ~~income~~through byMarch ~~reportable~~31, ~~segment~~2025, tothe ~~consolidated~~date ~~results~~on ~~for~~which the consolidated ~~years~~financial statements were available to be issued. Based upon this evaluation, management has determined that no material ~~indicated:~~subsequent events have occurred that would require recognition in or disclosures in the accompanying consolidated financial statements.

~~SCHEDULE OF RECONCILIATION OF REVENUE AND OPERATING INCOME BY REPORTABLE SEGMENT TO CONSOLIDATED RESULTS~~ 57

	2023		2022
	December 31,
	2023		2022
Revenue:
EOR	$	17,828	$	21,894
Recruiting and Staffing		3,098		3,468
Video and Multimedia Production		326		264
Direct Hire		199		99
Total	$	21,451	$	25,725

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~NOTE 14- SUBSEQUENT EVENTS~~None.

~~The~~ITEM ~~Company has evaluated subsequent events after the balance sheet date of December 31, 2023 through April 1, 2024, the date on which the consolidated financial statements were available to be issued~~9A. ~~Based~~CONTROLS ~~upon~~AND this evaluation, management has determined that no material subsequent events have occurred that would require recognition in or disclosures in the accompanying consolidated financial statements, except as follows:PROCEDURES

OnEvaluation ~~January~~of ~~29,~~Disclosure ~~2024,~~Controls the three arbitration Awards entered as judgments in in Reliability’s case against Vivos, et. al., became final as the appeal period expired for the defendants. The judgments which are good for 12 years and can be enrolled in other states were signed by the Circuit Court for Montgomery County Maryland on December 29, 2023. Thus, Reliability has collectible judgments which the Receiver is now eligible to pursue.Procedures

InThe ~~March~~Principal ~~2024,~~Executive ~~counsel~~Officer ~~for~~and ~~SWC~~Principal ~~filed~~Financial aOfficer ~~motion~~evaluated ~~for~~the ~~Summary~~effectiveness ~~Judgement~~of ~~against~~the ~~Maslow~~disclosure controls and procedures as of the end of the period covered by this report. OnBased ~~March~~on ~~18,~~that ~~2024~~evaluation, ~~Maslow~~the Principal Executive Officer and Principal Financial Officer concluded that the disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed in reports filed ~~its~~under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized ~~response~~and ~~opposing~~reported within the ~~motion~~time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer to allow timely decisions regarding disclosure. ~~The~~A ~~court~~controls ~~has~~system ~~not~~cannot ~~yet~~provide ~~ruled~~absolute assurance, onhowever, that the ~~motion~~objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

56Management’s Annual Report on Internal Control over Financial Reporting

~~ITEM~~Management 9is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). ~~CHANGES~~Internal INcontrol ~~AND~~over ~~DISAGREEMENTS~~financial ~~WITH~~reporting ~~ACCOUNTANTS~~is ONa ~~ACCOUNTING~~process ~~AND~~designed ~~FINANCIAL~~to ~~DISCLOSURE~~provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles accepted in the United States.

~~None~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

~~ITEM~~The 9APrincipal Executive Officer and Principal Financial Officer evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. ~~CONTROLS~~Based ~~AND~~on ~~PROCEDURES~~this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2024, internal control over financial reporting was effective.

~~Evaluation~~The consolidated financial statements of ~~Disclosure~~the ~~Controls~~Company for 2024 have been audited by the independent registered public accounting firm of Ramirez Jimenez International CPAs who were given unrestricted access to all financial records and ~~Procedures~~related data, including minutes of all meetings of stockholders and the Board of Directors. This annual report does not include an attestation report from the independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

~~The~~Changes Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed in ~~reports~~Internal ~~filed~~Control ~~under~~Over the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.Reporting

~~Management~~There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) ~~Annual~~promulgated ~~Report~~under onthe ~~Internal~~Exchange ~~Control~~Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over ~~Financial~~financial ~~Reporting~~reporting.

~~Management~~ITEM ~~is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)~~9B. ~~Internal~~OTHER control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles accepted in the United StatesINFORMATION.

~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~None. ~~Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.~~

The Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. Based on this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2023, internal control over financial reporting was effective.58

~~The~~PART consolidated financial statements of the Company for 2023 have been audited by the independent registered public accounting firm of Ramirez Jimenez International CPAs who were given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders and the Board of Directors. This annual report does not include an attestation report from the independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.III

~~Changes~~ITEM in10. ~~Internal~~DIRECTORS, ~~Control~~EXECUTIVE ~~Over~~OFFICERS, ~~Financial~~AND ~~Reporting~~CORPORATE GOVERNANCE

~~There~~Board have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Composition

~~ITEM~~Our 9Bboard of directors consists of four directors. ~~OTHER~~Our ~~INFORMATION~~board of directors has determined that the following directors are “independent” as defined under the rules of the OTC American: Hannah Bible, Louis Parks, and John Chanaud. On November 13, 2019, Hannah Bible was nominated and assumed the role of Chairperson. The authorized number of directors may be changed by resolution of our board of directors amending the applicable by-law provision. Vacancies on our board of directors can be filled by resolution of our board of directors.

~~None.~~Board Leadership and Role in Risk Oversight

57Meetings of our board of directors are presided over by our chairperson of the board, Hannah Bible. Our board of directors believes that Hannah Bible is currently best situated to preside over meetings of our board of directors because of her familiarity with SEC regulations, board protocols, our staffing business and ability to effectively identify strategic priorities and lead the discussion and execution of our strategy.

~~PART~~Our ~~III~~board of directors oversees the risk management activities designed and implemented by our management and executes its oversight responsibility for risk management directly. The full board of directors also considers specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, our board of directors receives detailed regular reports from members of our executive management who are also board members that include assessments of risk, exposures, and plans for mitigation.

~~ITEM~~Our 10other board of directors’ committees also consider and address risk as they perform their respective committee responsibilities. All ~~DIRECTORS,~~committees ~~EXECUTIVE~~report ~~OFFICERS~~to the full board of directors as appropriate, ~~AND~~including ~~CORPORATE~~when ~~GOVERNANCE~~a matter rises to the level of a material or enterprise level risk.

~~Board~~Committees ~~Composition~~of the Board of Directors

~~Our~~The ~~board~~standing ofcommittees ~~directors consists~~ of ~~four~~our ~~directors. Our~~ board of directors ~~has~~consist ~~determined that the following directors are “independent” as defined under the rules~~ of ~~the~~an ~~OTC~~Audit ~~American:~~Committee ~~Hannah Bible, Louis Parks,~~ and ~~John~~a ~~Chanaud.~~Compensation ~~On November 13, 2019, Hannah Bible was nominated and assumed the role of Chairperson~~Committee. ~~The~~Each ~~authorized number~~ of ~~directors~~the ~~may~~committees bereports to ~~changed by resolution of~~ our board of directors ~~amending the~~as ~~applicable~~they ~~by-law~~deem ~~provision.~~appropriate ~~Vacancies~~and onas our board ofmay ~~directors~~request. ~~can~~The becomposition, ~~filled~~duties byand ~~resolution~~responsibilities of ~~our~~these committees ~~board~~are ofset ~~directors~~forth below.

~~Board~~Audit ~~Leadership and Role in Risk Oversight~~Committee

~~Meetings~~The ofAudit Committee is responsible for, among other matters: (1) appointing, retaining and evaluating our ~~board~~independent ofregistered ~~directors~~public ~~are~~accounting firm ~~presided~~and ~~over~~approving all services to be performed by them; (2) overseeing our ~~chairperson~~independent ofregistered ~~the~~public ~~board~~accounting firm’s qualifications, independence ~~Hannah~~and ~~Bible.~~performance; ~~Our~~(3) ~~board~~overseeing ofthe ~~directors~~financial ~~believes~~reporting ~~that~~process ~~Hannah Bible~~and isdiscussing ~~currently~~with ~~best~~management ~~situated~~and toour ~~preside~~independent ~~over~~registered public ~~meetings~~accounting offirm ~~our~~the ~~board~~interim ofand ~~directors~~annual ~~because~~financial ofstatements ~~her~~that ~~familiarity~~we file with the SEC; ~~regulations, board~~(4) ~~protocols,~~reviewing and monitoring our ~~staffing~~accounting principles, ~~business~~accounting policies, financial and ~~ability~~accounting tocontrols ~~effectively~~and ~~identify~~compliance ~~strategic~~with ~~priorities~~legal and ~~lead~~regulatory requirements; (5) establishing procedures for the ~~discussion~~confidential ~~and~~anonymous ~~execution~~ submission of ~~our~~concerns ~~strategy~~regarding questionable accounting, internal controls or auditing matters; (6) reviewing and approving related person transactions; and (7) overseeing the risk management process.

Our ~~board~~Audit ofCommittee ~~directors~~consists ~~oversees~~of ~~the~~John ~~risk~~Chanaud ~~management~~(Chairman), ~~activities~~Hannah ~~designed~~Bible and ~~implemented~~Louis byParks. ~~our~~We ~~management~~believe ~~and~~that ~~executes~~each ~~its~~qualifies ~~oversight~~as ~~responsibility~~independent directors ~~for~~according ~~risk~~to ~~management~~the ~~directly.~~rules ~~The~~and ~~full~~regulations ~~board~~ of ~~directors~~the ~~also~~SEC ~~considers~~and ~~specific~~OTC ~~risk~~American ~~topics,~~with ~~including~~respect ~~risks~~to ~~associated~~audit ~~with~~committee ~~our~~membership. ~~strategic~~We also believe that Mr. ~~plan,~~Chanaud ~~business~~qualifies ~~operations~~as ~~and~~our ~~capital~~“audit ~~structure.~~committee Infinancial ~~addition~~expert,” ~~our~~as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. Our board of directors ~~receives~~has ~~detailed~~adopted ~~regular~~a ~~reports~~written ~~from~~charter ~~members~~for of the Audit Committee, which is available on our ~~executive~~corporate ~~management~~website ~~who~~under the ~~are~~investor ~~also~~relations ~~board~~tab ~~members~~at ~~that~~www.maslowmedia.com. ~~include~~The ~~assessments~~information on our website is not part of ~~risk,~~this ~~exposures,~~Annual ~~and~~Report ~~plans~~on ~~for~~Form ~~mitigation~~10-K.

Our other board of directors’ committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise level risk.59

~~Committees~~Compensation ~~of the Board of Directors~~Committee

The ~~standing~~Compensation ~~committees~~Committee ofis ~~our~~responsible ~~board~~for, among other matters: (1) reviewing key team members compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors ~~consist~~and ofexecutive anofficers; ~~Audit~~and ~~Committee~~(3) reviewing and aapproving ~~Compensation~~employment agreements ~~Committee~~and other similar arrangements between us and our executive officers. ~~Each~~The ofCommittee shall have the ~~committees~~authority ~~reports~~to delegate any of its responsibilities, along with the authority to ~~our~~act ~~board~~in ofrelation ~~directors~~to such responsibilities, to one or more subcommittees as ~~they~~the committee may deem appropriate ~~and~~in its sole discretion. The Compensation Committee may invite such members of management to its meetings as ~~our~~it ~~board~~deems appropriate. However, the Compensation Committee meets regularly without such members present, and in all cases no officer may ~~request~~be present at meetings at which such officer’s compensation or performance is discussed or determined. The ~~composition~~Committee has the authority, ~~duties~~in its sole discretion, to select, retain and ~~responsibilities~~obtain the advice of ~~these~~a compensation consultant as necessary to assist with the execution of ~~committees~~its ~~are~~duties ~~set~~and ~~forth~~responsibilities. ~~below~~Neither the Compensation Committee nor management engaged a compensation consultant with respect to fiscal 2024.

~~Audit~~Our Compensation Committee consists of Hannah Bible, Louis Parks, and John Chanaud. Our board of directors has adopted a written charter for the Compensation Committee.

~~The~~Nominating ~~Audit Committee is responsible for, among other matters: (1) appointing, retaining~~ and ~~evaluating~~Corporate ~~our~~Governance independent registered public accounting firm and approving all services to be performed by them; (2) overseeing our independent registered public accounting firm’s qualifications, independence and performance; (3) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (4) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (5) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; (6) reviewing and approving related person transactions; and (7) overseeing the risk management process.Committee

~~Our~~The ~~Audit~~Nominating ~~Committee consists of John Chanaud (Chairman), Hannah Bible~~ and ~~Louis~~Corporate ~~Parks.~~Governance WeCommittee ~~believe~~is ~~that~~charged ~~each~~with ~~qualifies as independent directors according to~~ the ~~rules~~responsibility ~~and regulations~~ of ~~the~~ensuring ~~SEC~~a ~~and~~corporate ~~OTC~~governance ~~American~~framework ~~with respect to audit committee membership. We also believe that Mr. Chanaud qualifies as our “audit committee financial expert,” as such term~~ is ~~defined~~ in ~~Item 407(d)(5)(ii) of Regulation~~place ~~S-K.~~and ~~Our~~provides ~~board~~oversight ofand ~~directors~~guidance ~~has adopted a written charter for the Audit Committee~~thereof, ~~which~~while isalso ~~available~~attracting onand ~~our~~securing ~~corporate~~top ~~website~~talent ~~under the~~for ~~investor~~leadership ~~relations tab at www~~positions.~~maslowmedia.com. The information on our website is not part of this Annual Report on Form 10-K.~~

58The Committee is responsible for the following Nomination activities; (1) review our policies and ensure they are equipped with clear selection criteria; (2) determine criteria for director and executive officer qualifications (3) recommend to the Board candidates for election by the Board to fill vacancies occurring on the Board or corporate officers; (4) Consider stockholders’ nominees in accordance with applicable rules and regulations and develop procedures regarding the nomination process as required by the federal securities laws and the rules and regulations of the SEC and Nasdaq; (5) Make recommendations to the Board concerning the selection criteria to be used by the Nominating and Corporate Governance Committee in seeking nominees for election to the Board; and (6) Assist in attracting qualified candidates to serve on the Board and interview and otherwise assist in the screening of such candidates

~~Compensation~~The Committee is responsible for the following Corporate Governance Matters:(1) Develop and recommend to the Board corporate governance guidelines applicable to the Company; (2) Review board size, composition, and structure; (3) oversee areas of authority, segregation of duties; checks and balances; political spending, diversity, corporate social responsibility, communications, proxy filings and other stakeholder areas. (4) Review any issues relating to conflicts of interests and (in conjunction with the Audit Committee of the Board as necessary or appropriate) all related party transactions in accordance with SEC and Nasdaq requirements and report the same to the Board; and (5) perform annual board evaluations.

~~The~~Other Compensation Committee is responsible for, among other matters: (1) reviewing key team members compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors and executive officers; and (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers. The Committee shall have the authority to delegate any of its responsibilities, along with the authority to act in relation to such responsibilities, to one or more subcommittees as the committee may deem appropriate in its sole discretion. The Compensation Committee may invite such members of management to its meetings as it deems appropriate. However, the Compensation Committee meets regularly without such members present, and in all cases no officer may be present at meetings at which such officer’s compensation or performance is discussed or determined. The Committee has the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities. Neither the Compensation Committee nor management engaged a compensation consultant with respect to fiscal 2023.Committees

Our ~~Compensation~~board ~~Committee consists~~ of ~~Hannah~~directors ~~Bible,~~may ~~Louis~~establish ~~Parks~~other committees, ~~and~~including ~~John~~a ~~Chanaud.~~Strategic ~~Our~~Advisory ~~board~~Committee, ofas ~~directors~~it ~~has~~deems ~~adopted~~necessary aor ~~written~~appropriate ~~charter~~from ~~for~~time ~~the~~to ~~Compensation Committee~~time.

~~Nominating and Corporate Governance Committee~~60

~~The~~Family Nominating and Corporate Governance Committee is charged with the responsibility of ensuring a corporate governance framework is in place and provides oversight and guidance thereof, while also attracting and securing top talent for leadership positions.Relationships

~~The~~There ~~Committee~~are isno ~~responsible~~family ~~for~~relationships ~~the~~among ~~following~~any ~~Nomination~~of ~~activities; (1) review~~ our ~~policies and ensure they are equipped with clear selection criteria; (2) determine criteria for director and~~ executive ~~officer~~officers ~~qualifications (3) recommend to the Board candidates for election by the Board to fill vacancies occurring on the Board~~ or ~~corporate~~any officers; (4) Consider stockholders’ nominees in accordance with applicable rules and regulations and develop procedures regarding the nomination process as required by the federal securities laws and the rules and regulations of ~~the~~our SEC and Nasdaq; (5) Make recommendations to the Board concerning the selection criteria to be used by the Nominating and Corporate Governance Committee in seeking nominees for election to the Board; and (6) Assist in attracting qualified candidates to serve on the Board and interview and otherwise assist in the screening of such candidatesdirectors.

The Committee is responsible for the following Corporate Governance Matters:(1) Develop and recommend to the Board corporate governance guidelines applicable to the Company; (2) Review board size, composition, and structure; (3) oversee areas of authority, segregation of duties; checks and balances; political spending, diversity, corporate social responsibility, communications, proxy filings and other stakeholder areas. (4) Review any issues relating to conflicts of interests and (in conjunction with the Audit Committee of the Board as necessary or appropriate) all related party transactions in accordance with SEC and Nasdaq requirements and report the same to the Board; and (5) perform annual board evaluations.Directors

~~Other~~Hannah ~~Committees~~Bible

~~Our~~Independent ~~board~~Director ofand ~~directors may establish other committees~~Chairwoman, ~~including a Strategic Advisory Committee, as it deems necessary or appropriate from time to time.~~

~~Family~~Age: ~~Relationships~~45

~~There~~Director ~~are~~Since: ~~no family relationships among any of our executive officers or any of our directors.~~2014

59Committees Served: Compensation Committee (Chair), Audit Committee, Nominating and Corporate Governance Committee

~~Directors~~Hannah M. Bible is a Director of the Company and has served in such capacity since April 25, 2014. Ms. Bible is currently Chief Legal Officer of Star Equity Holdings and was previously Vice President of Legal at Digirad Corporation (“DRAD”) from October 2019 to 2024. She has also served the subsidiaries of DRAD as Chief Financial Officer and in-house counsel to Lone Star Value Management, LLC (“Lone Star Value Mgmt.”), and VP-Finance to ATRM Holdings, Inc. since April 2019. Ms. Bible has over 15 years of combined legal and accounting experience across a variety of industries. From May 2016 through August 2017 Ms. Bible served on the board of Crossroads Systems, Inc. (NASDAQ: CRDS, now OTC: CRSS), a data storage company. Prior to joining Lone Star Value Mgmt. in June 2014, Ms. Bible was the Director of Finance/CFO at Trinity Church in Greenwich, CT. From October 2011 to December 2012 a

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