What changed in this filing

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Item 3. Legal Proceedings

2022-03-31 compared with 2021-03-31 · 131 added, 114 removed, 10 unchanged (96% 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

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

and LE Finance, LLC against the Parties and other defendants (“NY State Action”).

December 10, 2018, the Parties entered into a settlement agreement for the purpose of settling certain claims related to the DNJ

Pursuant to the settlement agreement, certain repayment terms were agreed upon between Credit Cash and the Parties,

but Credit Cash did not relinquish the right to pursue any claims related to the NY State Action, nor to pursue any remedies against

any of the parties in relation to the November 15, 2017 agreement.

the Parties acknowledged and agreed, that the Credit Cash relationship benefitted Parties other than Maslow, certain of the Parties

and their related parties, executed and delivered to the Company that certain Agreement for the Contingent Liquidation of the

Common Stock of Maslow Media Group, Inc., dated as of October 28, 2019 (the “Liquidation Agreement”).

the Liquidation Agreement the parties thereto pledged shares of Company Common Stock to Maslow to be used to obtain releases from

the Lenders defined therein, including Credit Cash and its affiliates.

The Liquidation Agreement permits Maslow to either transfer

the shares to the Lenders in satisfaction of the outstanding obligations or to arrange for the sale of the shares and using the

cash to satisfy such obligations.

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.

or about February 25, 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.

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.

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

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 which began March 21, 2022, described below.

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.

On August 4, 2021, the US District Court, Southern District

of New York, denied the Respondents motion to dismiss.

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.

This matter has since been moved into a single binding arbitration proceeding in Maryland.

an extension was granted to Reliability’s “reply brief,” on June 2, 2021, Reliability Incorporated, Maslow Media Group,

Inc, Nick Tsahalis and Mark Speck filed an appellant’s brief in the Fourteenth District of Texas, Houston Texas to challenge the

court’s prior ruling granting a special appearance to Igly Trust and to the Doki Shareholders.

A response to the filed appellant

brief has not yet been received.

This matter has since been moved into a single binding arbitration proceeding in Maryland.

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.

judge also commented that, based on the evidence presented, management was performing its fiduciary duties to protect the Company despite

adverse circumstances.

A full trial to address the Company’s lawsuit to enforce the repayment of notes and the Vivos Group counterclaim,

was scheduled to commence in early October 2021 but was pre-empted by an agreement by both sides to go to arbitration in March 2022.

January 20, 2021, Defendants and Counter/Third-Party Plaintiffs, Vivos Holdings, LLC (“Vivos”), Vivos Real Estate Holdings,

LLC (“VREH”), Dr.

Naveen Doki (“Doki”), Kaylan Pathuri (“Pathuri”), Igly Trust (“Igly”),

Judos Trust (“Judos”), by counsel, filed a Notice of Appeal with the Circuit Court for Montgomery County, Maryland denying

their Motion for Preliminary Injunction signed on December 23, 2020.

However, the deadline to pursue the appeal lapsed absent additional

filings by the Vivos Group.

August 9, 2021, Reliability filed an additional claim in the Debt Collection Suit and Vivos Default Counterclaim in the Circuit Court

of Montgomery County, Maryland against Doki, Valleru, Pathuri, Janumpally, Igly, and Judos, that the Respondents breached the Merger

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

September 7, 2021, the Company entered in Arbitration and Tolling Agreements with alleged shareholder Naveen Doki, M.D., and his affiliates

and all other persons who were parties to the pending litigation previously reported in the Texas, New York and Maryland courts and before

the American Arbitration Association.

The Agreements call for the stay or dismissal of the pending litigation, with the parties agreeing

to resolve their disputes before a single arbitrator in Maryland.

The parties also agreed to maintain the status quo in corporate governance

and related matters pending a final non-appealable judgment confirming any award in arbitration.

The parties also signed a Tolling Agreement

to toll the statute of limitations following the dismissal of a pending litigation.

binding Arbitration was to be completed within 150 days of the agreement date but both sides agreed to delays due to counsel availability

and other administrative matters with the proceedings having commenced on March 21, 2022, and continuing into the 2 nd quarter

We anticipate a decision in the case by July 7, 2022.

following legal proceedings where Vivos Group borrowings impacting MMG:

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

Valleru (the “Parties”)

and other defendants in the United States Circuit Court of Montgomery County, Maryland for the District of New Jersey for, among other

things, breach of contract of the MMG and HCRN Credit Facilities and their respective guaranties in relation to the November 15, 2017,

agreement (the “DNJ Action”).

On October 30, 2018, Credit Cash filed a motion to intervene in an action pending in New York

State, Monroe County, filed by HCRN and LE Finance, LLC against the Parties, and other defendants (“NY State Action”).

December 10, 2018, the Parties entered into a settlement agreement for the purpose of settling certain claims related to the DNJ Action

Pursuant to the settlement agreement, certain repayment terms were agreed upon between Credit Cash and the Parties, but Credit

Cash did not relinquish the right to pursue any claims related to the NY State Action, nor to pursue any remedies against any of the

parties in relation to the November 15, 2017, agreement.

Certain of the Vivos Group executed and delivered to MMG that certain Agreement

for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated as of October 28, 2019 (the “Liquidation

Agreement”), pursuant to which such Vivos Group pledged to MMG the shares of Company Common Stock they received in the Merger to

provide the capital required to satisfy the Parties’ obligations under the Settlement Agreements.

Vivos Group misrepresented upon

the execution of the Liquidation Agreement to MMG the status of its obligations under the Settlement Agreement, which were, in fact,

then in default.

To date these Vivos Group have not cooperated with the Company to monetize those shares as contemplated by the Liquidation

The Company will take appropriate action to enforce its rights under the Liquidation Agreement, which actions will be dictated

in part by the outcome of the Arbitration.

On or about March 16, 2020, Credit Cash entered its New Jersey confession of judgment with

the Circuit Court of Montgomery County, Maryland.

MMG needs to confirm whether this matter has been settled and if so whether MCA lenders

and HCRN remitted payments to Credit Cash, and if so, which liens have been removed.

Resource Network Complaint:

On or about February 25, 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 MMG’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.

MMG intends to continue to vigorously pursue this litigation.

On September 3, 2020, MMG and

HCRN entered into a Tolling Agreement pursuant to which HCRN dismissed MMG from this litigation without prejudice and agreed to forebear

filing a new complaint or initiating any lawsuit or other legal proceeding against MMG until January 31, 2022.

or about May 5, 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.

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 as additional

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.

There was a settlement reached on October 1,2021 with

both parties releasing each other of any and all claims with no assets changing hands.

MMG needs to determine which lien releases have

July 21, 2021, MMG came to an agreement with Kinetic and Libertas for $475 to release MMG from being obligated to this Vivos Group debt.

The intended shield to protect MMG from having to pay Vivos Group’s debt was the aforementioned Liquidation Agreement which Vivos

Debtors refuse to comply with.

September 7, 2021, the Company entered in Arbitration and Tolling Agreements with alleged shareholder Naveen Doki, M.D., and his affiliates

and all other persons who were parties to the pending litigation previously reported in the Texas, New York and Maryland courts and before

the American Arbitration Association.

The Agreements call for the stay or dismissal of the pending litigation, with the parties agreeing

to resolve their disputes before a single arbitrator in Maryland.

The parties also agreed to maintain the status quo in corporate governance

and related matters pending a final non-appealable judgment confirming any award in arbitration.

The parties also signed a Tolling Agreement

to toll the statute of limitations following the dismissal of a pending litigation.

binding Arbitration is scheduled to begin on March 21, 2022, and will continue into the 2 nd quarter of 2022.

decision isn’t anticipated until July 7, 2022.

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