UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



[X] ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended: December 31, 2019



[  ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
File Number: 000-07092





RELIABILITY
INCORPORATED

(Exact
name of registrant as specified in its charter)



|Texas                                 |  | 75-0868913               
|------------------------------------- |  | -------------------------
|(State
    or other jurisdiction      |  | I.R.S.
    Employer      
|of
    incorporation or organization) |  | Identification
    Number



2505
Gateway Center Drive, Box 71, Clarksburg, MD 20871

(Address
of principal executive offices)



Issuer’s
telephone number: (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 under Section 12(g) of the Exchange 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 [X]



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 [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will be
contained, to the best of the 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 registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definition of “accelerated filer, large accelerated filer or smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer
    [  ] | Accelerated filer
    [  ] | Non-accelerated filer
    [  ] | Smaller Reporting Company
    [X]
|-------------------------------- | -------------------------- | ------------------------------ | ---------------------------------
|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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ]
No [X]



The
aggregate market value of the common stock held by non-affiliates of the Registrant as of the Registrant’s most recently
completed fiscal quarter was $903,276 (based on the closing sale price of the Registrant’s common stock on March 31, 2019
as reported on OTC American).



As
of June 1, 2020, there were 300,000,000 shares of the Registrant’s common stock outstanding.



Documents
incorporated by reference: None


















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December
31, 2019 of Reliability Incorporated as originally filed with the U.S. Securities and Exchange Commission on May 1, 2020 (the
“Original Form 10-K”). Reliability Incorporated is filing Amendment No. 1 to amend:



| | Cover
    Page, to correct the aggregate market value of the common stock held by non-affiliates of the Registrant as of December 31,
    2019 included in the Original 10-K to reflect that such aggregate market value was $903,276 rather than $78,500,000 which
    amount included shares of common stock held by affiliates of the Company and were based on an outdated share value. In addition,
    the Cover Page is amended to clarify that reported aggregate market value is based on the closing sale price of a share on
    March 31, 2020, the last day of the Company’s most recently completed fiscal quarter, rather than the most recently
    completed second fiscal quarter because at the time of such second fiscal quarter the Company was still a shell company (as
    defined in Rule 12b-2 of the Exchange Act) and the value of the shares of the Registrant’s common stock at that time
    did not yet reflect the impact of the Merger; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Part
    I to include disclosure about Reliability Incorporated’s reliance upon the SEC Order dated March 4, 2020 (Release No.
    34-88318) under Section 36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act and Certain
    Rules Thereunder, as superseded by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public
    Companies dated March 25, 2020 (Release No. 34-88465) (together, the “Order”) to delay the filing of the Annual
    Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Report”) due to circumstances related to
    the coronavirus epidemic as set forth below.                                                                                                                                                                                                                                                                                   



Except
as contained herein, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form
10-K, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read
in conjunction with the Original Form 10-K and with our other filings made with the SEC subsequent to the filing of the Original
Form 10-K.



Pursuant
to Rule 12b-15 under the Exchange Act, this Amendment also contains new certifications of the Company’s principal executive
officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements
are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of
Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been
omitted. In addition, because no financial statements are included in this Amendment, new certifications of the Company’s
principal executive officers and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not
required to be included with this Amendment.











RELIANCE
ON SECURITIES AND EXCHANGE COMMISSION ORDER



The
Company relied upon the Securities and Exchange Commission (the “SEC”) Order dated March 4, 2020 (Release No. 34-88318)
under Section 36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder,
as superseded by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated
March 25, 2020 (Release No. 34-88465) (together, the “Order”) to delay the filing of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2019 (the “Report”) due to circumstances related to the coronavirus pandemic
(“COVID-19”). On March 30, 2020, the Company filed a Current Report on Form 8-K stating that it is relying on the
Order to delay the filing of the Report by up to 45 days. The COVID-19 pandemic has required the Company’s management to
focus their attention primarily on responding to the challenges presented by the pandemic, including ensuring continuous operations,
and adjusting the Company’s operations to address changes in the workforce management industry. This has, in turn, impacted
the Company’s ability to complete the preparation of the Company’s consolidated financial statements and the Report
until after March 30, 2020. These unforeseen circumstances have resulted in the Company
being unable to timely file an accurate Annual Report on Form 10-K for its year-ended December 31, 2019 by the prescribed date
without undue hardship and expense to the Company. Accordingly, in reliance upon the Order, the Company filed the Report on May
1, 2020.



PART
IV



ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|Exhibit
        No. |  | Description                                                                                        
|------------------- |  | ---------------------------------------------------------------------------------------------------
|31.1                |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2                |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.











Signatures



Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.



|                         | RELIABILITY
    INCORPORATED
|------------------------ | ----------------------------
|                         |                             
|Dated:
    June 18, 2020 | By:                         
|                         | Name:                       
|                         | Title:                      



|Dated:
    June 18, 2020 | By:    | /s/
    Mark Speck         
|------------------------ | ------ | ---------------------------
|                         | Name:  | Mark
    Speck             
|                         | Title: | Chief
    Financial Officer