What changed in this filing

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Item 3. Legal Proceedings

2021-03-31 compared with 2020-05-01 · 107 added, 35 removed, 17 unchanged (89% of the section changed)

1 unchanged sentence

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

or about February 17, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland

against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Dr.

Naveen Doki, to enforce Maslow’s rights under certain

promissory notes and a personal guarantee made by the defendants.

The case is proceeding.

The Company believes that it will be

granted a judgment in its favor.

February 28, 2020, Healthcare Resource Network, LLC filed a complaint against Maslow in the Circuit Court of Montgomery County,

Maryland alleging that Maslow participated with Vivos to financially harm the plaintiff.

The plaintiff has not specified any alleged

damage caused by Maslow and the Company believes any claims are without merit.

The Company will defend itself from this case.

September 28, 2018, Credit Cash filed a complaint against Maslow, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Dr.

Valleru (the “Parties”) and other defendants in the United States District Court for the District of New Jersey.

Cash alleged, among other things, that the Parties breached the Maslow and HCRN Credit Facilities and their respective guaranties

in relation to the November 15, 2017 agreement described in “Management’s Discussion and Analysis of Results of Operations

Liquidity and Capital Resources”

(the “DNJ Action”).

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

September 28, 2018, Credit Cash filed a complaint against Maslow, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Mr.

Valleru (the “Parties”) and other defendants in the United States District Court for the District of New

Credit Cash alleged, among other things, that the Parties breached the Maslow and HCRN Credit Facilities and their respective

guaranties in relation to the November 15, 2017 agreement (the “DNJ Action”).

October 9, 2018, Maslow Media Group, Inc.

was named as a defendant in an Affidavit of Confession of Judgment filed in the Supreme

Court of the State of New York in relation to a case brought by Hop Capital, which the defendants collectively agree to pay a

sum of $400 to Hop Capital.

Maslow Media Group, Inc.

is named as one defendant among six other defendants, all of which are entities

related to the Vivos Group.

The claim brought by Hop Capital against the defendants in this case is in relation

to a Merchant Agreement dated October 4, 2018;

an agreement to which Maslow Media Group, Inc.

was not a party.

As such, Maslow

Media Group, Inc.

contends that being named in the Affidavit of Confession of Judgment as a defendant was made in error and is

currently seeking to have its name removed from Affidavit of Confession of Judgment as a defendant.

October 30, 2018, Credit Cash filed a motion to intervene in an action pending in New York State, Monroe County, filed by HCRN

12 unchanged sentences

cash to satisfy such obligations.

October 9, 2018, Maslow Media Group, Inc.

was named as a defendant in an Affidavit of Confession of Judgment filed in the Supreme

Court of the State of New York in relation to a case brought by Hop Capital, which the defendants collectively agree to pay a

sum of $400 to Hop Capital.

Maslow Media Group, Inc.

is named as one defendant among six other defendants, all of which are entities

related to Vivos.

The claim brought by Hop Capital against the defendants in this case is in relation to a Merchant Agreement

dated October 4, 2018;

an agreement to which Maslow Media Group, Inc.

was not a party.

As such, Maslow Media Group, Inc.

that being named in the Affidavit of Confession of Judgment as a defendant was made in error and is currently seeking to have

its name removed from Affidavit of Confession of Judgment as a defendant.

or about February 17, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland

against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Mr.

Naveen Doki, to enforce Maslow’s rights under

certain promissory notes and a personal guarantee made by the defendants.

The case is proceeding.

The Company believes that it

will be granted a judgment in its favor.

Maslow intends to continue to vigorously pursue this litigation.

February 28, 2020, Healthcare Resource Network, LLC filed a complaint against Maslow in the Circuit Court of Montgomery County,

Maryland alleging that Maslow participated with the Vivos Group to financially harm the plaintiff.

The plaintiff

has not specified any alleged damage caused by Maslow and the Company believes any claims are without merit.

The Company will

defend itself from this case.

16th, 2020, CC Business Solutions, a division of Credit Cash NJ, LLC domesticated a foreign judgement in the Montgomery County

Circuit Court system again Health Care Resources Network (HCRN), Maslow Media Group, Vivos Holdings, LLC, Vivos Acquisitions,

LLC, Naveen Doki and Silvija Valleru.

This foreign judgement relates to Vivos Holdings adding Maslow Media Group as a guarantor

on a loan made to Health Care Resources Network which is in default by HCRN and Vivos Holdings.

Foreign judgement total

This judgement relates to the default on the settlement agreement dated December 10, 2018 referenced above.

5th, 2020, Libertas Funding, LLC domesticated a foreign judgement in the Montgomery County Circuit Court system again Health Care

Resources Network (HCRN), Maslow Media Group, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Vivos IT, LLC, Vivos Global Services,

LLC, Alliance Micro, Inc.

and Naveen Doki.

This foreign judgement from the State of New York relates to loans the Vivos

Group took out by adding Maslow Media Group additional collateral.

This loan is currently in default.

Foreign Judgement

total is $229.

5th, 2020, Kinetic Direct Funding domesticated a foreign judgement in the Montgomery County Circuit Court system again Health

Care Resources Network (HCRN), Maslow Media Group, US IT Solutions Inc., 360 IT Professionals, Alliance Micro, Inc.

This foreign judgement from the State of New York relates to loans the Vivos Group took out by adding Maslow Media

Group as additional collateral.

This loan is currently in default.

Foreign Judgement total is $579.

5th, 2020, Libertas Funding, LLC domesticated a foreign judgement in the Montgomery County Circuit Court system again Health Care

Resources Network (HCRN), Maslow Media Group, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Vivos IT, LLC, Vivos Global Services,

LLC, Alliance Micro, Inc.

and Silvija Valleru.

This foreign judgement from the State of New York relates to loans the Vivos

Group took out by adding Maslow Media Group additional collateral.

This loan is currently in default.

Foreign Judgement

total is $229.

On or about May

6, 2020, the Defendants filed with the Circuit Court of Montgomery County, Maryland a Counterclaim and Third-Party Complaint for

Damages, Declaratory and Injunctive Relief and Jury Demand (the “Counterclaim”), The Company believes that the Counterclaim

has no merit.

The Company will vigorously defend itself and its indemnified officers, directors and other parties as permitted

by the Company’s organizational documents.

The Company and the other Counterclaim defendants have moved to have the Debt

Collection Suit and the Counterclaim stayed pending the outcome of the Arbitration described below.

Trial on this matter is scheduled

for March 2021.

or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to Arbitrate and Demand for Arbitration

(the “Arbitration”) with the American Arbitration Association in New York, and to the Respondents thereto:

Silvija Valleru;

Shirisha Janumpally (individually and in her capacity as trustee of Judos Trust);

Kalyan Pathuri (individually

in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”).

The Arbitration alleges that the

Respondents breached the Merger Agreement in a number of significant respects and committed fraud in connection with the Merger.

The Company is seeking damages which if granted will likely be the remedy set forth within the Merger Agreement which is in whole

or in part shares of Company Common Stock received by the Respondents in connection with the Merger.

The Company has brought a

motion to compel the Arbitration which is currently being decided by the Federal Courts in New York.

The Company believes a strong

basis for the motion exists, but no assurance can be given that it will be granted.

Regardless, the Company intends to pursue

claims under the Merger Agreement in whatever venue is required.

June 12, 2020, Igly Trust, a Vivos Group entity, asked the Texas court for an injunction requiring the Company to provide

a shareholder list and to hold a shareholder meeting.

On October 20, 2020, the Texas court denied the injunction but, incongruously,

dismissed all the Vivos Group plaintiffs for lack of personal jurisdiction.

The Company appealed the dismissal because

the court had jurisdiction over Igly Trust once it made affirmative claims in Texas and because the Court’s order denying

the injunction is an important precedent for establishing that the directors under Texas law retain control of shareholder lists

and determining the timing of shareholder meetings.

On December 23, 2020,

at a hearing in the Maryland District Court, a motion by the Vivos Group to compel a shareholder meeting was summarily

The judge agreed with the Company that permitting the Vivos Group to vote their shares at a meeting of

shareholders could materially harm the interests of the Company as a whole, its employees and minority shareholders.

will be presiding over a full trial regarding these matters over a two-week period starting on October 4, 2021, absent any COVID-19

disruptions that could affect scheduling.

MINE SAFETY DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings