Acquisition

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Acquisition

NOTE 4 - ACQUISITION

Intelligent Quality Solutions (“IQS”)

On December 1, 2019, the Company acquired the customer contracts and trade receivables and assumed certain liabilities of Intelligent Quality Solutions, Inc. IQS in exchange for a reduction of approximately $691 of the notes receivable from relates parties (Vivos Group).

The assets acquired in the IQS asset purchase agreement were acquired by Maslow. The acquisition of IQS allows the Company to strengthen and expand its IT operations throughout the Midwest U.S. region and expand to markets across the country with talent and software quality assurance services.

The consolidated statement of operations for the year ended December 31, 2019 includes one month of IQS operations, which was approximately $245 of revenue and $6 of net operating loss. The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes. The allocation is as follows:

	2019
Accounts receivable	$	529
Prepaid expenses and other assets		119
Intangible assets		240
Goodwill		451
Liabilities assumed		759
Total net assets acquired	$	580
Cash	$	44
Working capital adjustment		67
Total fair value of consideration transferred for acquired business	$	691

The allocation of the intangible assets is as follows:

	Estimated Fair Value		Estimated Useful Lives
Customer relationships	$	41	3 years
Trade name		199	10 years
Total	$	240

The Company incurred costs of $6 related to the IQS acquisition. These costs were expensed as incurred in selling, general and administrative expenses in 2019.

The following unaudited pro forma financial information includes the results of operations of the Company and is presented as if IQS had been acquired as of January 1, 2019. The unaudited pro forma information has been provided for illustrative purposes only. The unaudited proforma information does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented, or the results that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following unaudited pro forma financial information because of future events and transactions, as well as other factors, many of which are beyond the control of the Company. Net profit was calculated using an assumed blended tax rate of approximately 28%.

Proforma (unaudited)	2019
Revenues	$	41,441
Operating Income		1,218
Net Profit		248