FORWARD-LOOKING STATEMENTS

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. 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: the impact of the COVID-19 pandemic on us and our clients; our ability to access the capital markets by pursuing additional debt and equity financing to fund our business plan and expenses on terms acceptable to the Vivos Shareholders or at all; 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 Quarterly Report, the "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2019 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 Current Reports on Form 8-K.





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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 the Company's Annual Report on Form 10-K for the year ended December 31, 2019 with the SEC. Our actual results may differ materially from those contained in any forward-looking statements. You should read the following discussion together with our financial statements and related notes thereto and other financial information included in this Quarterly Report on Form 10-Q.

CRITICAL ACCOUNTING POLICIES AND COMMENTS RELATED TO OPERATIONS

This discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes or developments in the Company's evaluation of the accounting estimates and the underlying assumptions or methodologies that it believes to be Critical Accounting Policies and Estimates as disclosed in its Form 10-K for the year ended December 31, 2019.

Management's Discussion included in the Form 10-K for the year ended December 31, 2019 includes discussion of various factors and items related to the Company's results of operations and liquidity. There have been no other significant changes in most of the factors discussed in the Form 10-K and many of the items discussed in the Form 10-K are relevant to 2019 operations; thus the reader of this report should read Management's Discussion included in Form 10-K for the year ended December 31, 2019.





RESULTS OF OPERATIONS



Revenues

Revenues for the three months ended March 31, 2020 was $8,801 which was $500 greater than for the same period in 2019 which was $8,301. IQS revenue was the main driver of the increase as the IT staffing division delivered $798 in revenue.

Staffing revenue improved by 185% as the IQS IT division accounted for $798 of growth. The IQS IT staffing division improved $64 or 8% to a year ago when it was a standalone company. Media staffing grew as well by 9% to $495 as our client base expanded, and several cyclical projects had longer durations than a year ago.

EOR 1st quarter comparative revenues fell by $270 (4%) from $7,419 a year ago to $7,149 on March 31, 2020.

Cost of Revenue / Gross Profit

Gross Profit was $1,032 representing 12% of revenues, which was $195 greater than the gross profit in the first quarter of 2019. IQS contribution to gross profit was at $234 which represents 23% of the Company's gross profit.

IQS's margin at approximately 29% led the improvement in overall gross margin which in 2019 was approximately 10.5% before the acquisition of IQS. IQS margin increased from 28% average in 2019 to 29%, can be attributed to Maslow's benefit structure that was less costly.





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General and Administrative

General and administrative expenses for the three months ended March 31, 2020 were $1,091 as compared to $654 in the comparable period in 2019. The increase in comparative three-month periods is due to costs associated with being a public company and higher legal costs which together totaled approximately $452 of the difference. $131 of the remaining $202 difference was in IQS administrative salaries and other operating costs such as rent.





Interest Expense

The Company recognized interest expense in the amount of $138 during the three months ended March 31, 2020, compared to $84 during the prior year period. The increase is directly attributed to $850 in convertible notes being carried and approximately $10 in additional interest Maslow had to incur for IQS factoring in the first quarter. It was noted in our 10-K that Vivos' sale of IQS to Company included an undisclosed lien which Vivos refused to settle after it became known. Consequently, the Company had to continue to use Vivos' higher cost factoring facility at approximately 16% as opposed to Maslow's at an approximate 1st quarter APR of 7.65%.





Net Income Loss

The Company incurred a net loss in first quarter of $237 compared to net profit in 2019 of $77. Corporate costs much of which are public company related totaling $477, more than accounts for the variance.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash generated from operations via borrowings under our Factoring Facility with Triumph and receivables enabling access to the 7% unfactored portion. Because certain large clients have changed their payment practices announcing 60 and 90 day terms amounting to a unilateral extension to contractual terms by 30-60 days, we can be adversely impacted since Triumph, and most other factoring institutions no longer provide credit after an account obligor pays 30 or more days from their contractual terms.

Our primary use of cash are for payments to field talent, corporate and staff employees, related payroll liabilities, operating expenses, public company costs, including but not limited to general and professional liability and directors and officers liability insurance premiums, legal fees, filing fees, auditor and accounting fees, stock transfer services, and board compensation; followed by cash factoring and other borrowing interest; cash taxes; and debt payments.

The Company expected to have promissory note for $3,000 repaid by Naveen Doki at the end of 2019. In the first quarter the Company continued to pursue repayment as the impact of not having that cash returned to the Company coupled approximately $900 more a year in costs associated with being a public company and the inability to tap the capital markets due to not having any available shares, resulted in cash challenges.

Then in March 2020, a national, lockdown began to unfold due to the COVID-19 pandemic. This resulted in a significant loss of business starting the last week of March, resulting in a reduction of billing by approximately 35%.

The Company responded swiftly on March 20, 2020 by taking steps to reduce its expenses and improve the Company's liquidity, including the furlough of six (6) general and administrative personnel and instituting pay-cuts across the board with executives taking a larger cut which commenced. Executives, including the Company's CEO and CFO have had their salaries reduced by fifteen percent.

On May 5, 2020, MMG received the PPP Loan. . The Paycheck Protection Flexibility Act, was passed by Congress and signed by the President June 3rd, 2020. By utilizing these funds for their intended purpose of payroll, with forgiveness potential over first 24 weeks, the Company has been able to free up cash to pay other expenses and obligations The Company intends to use the extended 24-week period to restore our workforce levels and wages to pre-pandemic levels to the extent we can in order to maximize achievement of a high percentage of forgiveness.





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Net cash provided by operating activities during the three months ended March 31, 2020 was $972 compared to $1,199 in the comparable period of 2019. The change was attributable to an increase in legal and costs associated with being a public company during the three months ended March 31, 2020.

In February 2020, Maslow took out a $250 6-month term loan from Triumph at 10% APR, in order to meet its cash obligations. In early March the loan principal was increased by $75 with the remaining term extended 26 weeks to September. On April 7, 2020t, in the face of the COVID 19 lockdown, Triumph offered a 2-month payment holiday and to extend the note payment, which was ultimately agreed to be extended until February 2021.

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