What changed in this filing

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Item 1. Legal Proceedings

2022-05-16 compared with 2021-11-15 · 82 added, 73 removed, 59 unchanged (72% of the section changed)

Legal Proceedings

time to time, the Company 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 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, VREH and Naveen Doki (the “Defendants”), to enforce MMG’s rights under certain promissory notes

and a personal guarantee made by the defendants (the “Debt Collection Suit”).

The aggregate amount of these obligations as

of the balance sheet date is approximately $4,308.

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

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

MMG has vigorously pursued this litigation but as of September 7, both parties agreed to have their case heard in front of

a Maryland Arbiter (See Below).

The Company believes that it will be granted a judgment in its

MMG intends to continue to vigorously pursue this litigation.

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 “Vivos Default Counterclaim”), The Company believing

the Counterclaim has no merit, continues to vigorously defended 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 in Intent to Arbitrate.

On September 7 th ,

2021 (see last paragraph below) both parties agreed to have all matters settled through a binding arbitration process which was cited

as a remedy for merger violations in the merger agreement.

This process is to be completed within 150 days of the execution of this agreement

on September 7 th , 2021.

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”)

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Respondents in connection with the Merger.

The Company brought a motion to compel the Arbitration and the Respondents countered with

a motion to dismiss Reliability’s Petition to Compel Arbitration to the Federal Courts in New York.

On August 4, the US District

Court, Southern District of New York, denied the Respondents motion to dismiss.

June 12, 2020, Igly Trust, a Vivos 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

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.

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

an extension was granted to Reliability’s “reply brief,” on June 2nd, 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.

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, MMG 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

1 unchanged sentence

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

December 23, 2020, after an evidentiary hearing before the Circuit Court for Montgomery County, Maryland, a judge denied a motion by

Vivos Holdings, LLC, VREH, Doki, Kaylan Pathuri (“Pathuri”), Judos Trust by Shirisha Janumpally, its trustee (“Judos”)

and Igly Trust by Kaylan Pathuri, its trustee, (“Igly”) to compel a shareholder meeting based on the facts presented at trial.

The 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 but was preempted by an agreement by both sides to go to arbitration (See last

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 th , 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.

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 Dr.

Doki, Valleru, Mr.

Pathuri, Mrs.

Janumpally, Igly, and Judos, that

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

September 7, 2021, the Company entered in Arbitration and Tolling Agreements with alleged shareholder Dr.

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.

hearing portion of the binding Arbitration formally began on March 21, 2022, and has since concluded.

There are other phases forthcoming.

A decision is anticipated in the third quarter , 2022.

following legal proceedings where Vivos Group borrowings impacting MMG:

11 unchanged sentences

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.

for the Contingent Liquidation of the Common Stock of MMG, 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 Agreement.

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

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

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

Doki, to enforce MMG’s rights under

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

8 unchanged sentences

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

1 unchanged sentence

Foreign Judgement total is $579.

There was a settlement reached on 10/1/2021 with both

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

MMG needs to determine which lien releases have been

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 (as covered in Note 7).

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

Debtors refuse to comply with.

September 7, 2021, the Company entered in Arbitration and Tolling Agreements with alleged shareholder Dr.

Doki, 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

6 unchanged sentences

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

binding Arbitration must be completed with 150 days of the agreement date which places the deadline date around February 4, 2022.

The hearing portion of the binding Arbitration formally

began on March 21, 2022, and has since concluded.

There are other phases forthcoming.

A decision is anticipated in the

third quarter , 2022.

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-Q

Item 1. Legal Proceedings