What changed in this filing

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Item 1. Legal Proceedings

2024-05-15 compared with 2023-11-14 · 34 added, 89 removed, 1 unchanged (99% of the section changed)

Legal Proceedings

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 Dr.

Doki, to enforce Maslow’s rights under certain promissory notes and

a personal guarantee made by the defendants.

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.

August 2, 2022, VREH filed for Chapter 11 Bankruptcy Protection in the District Court of Maryland.

This action prevented the Arbitrator

from providing any ruling relating to Note II in the arbitration case at the time of his award.

August 24, 2022, the Company filed a motion to stay the VREH Bankruptcy filing to allow the Arbitrator to rule on the claims against

The motion to lift the stay was granted by the court on September 16, 2022 after the initial award by the Arbitrator.

August 31, 2022, the Arbitrator issued an award (the “Award”) with the Company with MMG prevailing on their claims.

and MMG were awarded the following:

award in favor of MMG against Vivos under Note I (as defined in the Award) in the amount of $3,458, with interest thereon from September

30, 2022, at the rate of 4.5% per year;

award as to Note II (as defined in the Award) until and at such time as the automatic stay imposed by the United States Bankruptcy

Court as a result of the filing of a petition in bankruptcy by VREH is lifted or the bankruptcy proceeding is terminated;

award in favor of MMG against Vivos under Note III (as defined in the Award) in the amount of $800, with interest thereon from September

30, 2022, at the rate of 2.5% per year, plus collection costs, including reasonable attorneys’ fees, incurred in the effort

to collect Note III;

award in favor of MMG against Naveen under the Personal Guaranty (as defined in the Award) in the amount of $2,309, plus interest

thereon at the rate of 6% per year from the date of the Award;

award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee

of Igly Trust, jointly and severally, for contract damages of $1,000, to be satisfied by the transfer of their shares of the Company

common stock to the Company equal in value to $1,000, valued as of the date of the Award, in accordance with the provisions of Section

9.06(d) of the Merger Agreement;

award appointing a Rehabilitative Receiver for the Company under the deadlock situation provisions of Section 11.404(a)(1)(B) of

the Texas Business Organizations Code, the primary function of which is to collect the contract and fraud damages, including costs,

expenses and fees provided in the Award, due to the Company, with matters regarding such receivership to be set forth in a supplemental

relief in favor of the Company and its officers and directors.

to the receivership, the owners or holders of all of the shares of common stock of the Company received as a result of the conversion

of 1,600 shares of common stock of MMG owed by Naveen and Valleru under the Merger Agreement shall not be entitled to vote any of those

shares at any annual or special meeting of the shareholders of the Company during the period of the receivership.

Upon the completion

of the receiver’s primary function of collecting damages due to the Company, the receivership shall terminate and the restrictions

on the rights of the shareholders of the Company imposed by the Award shall be lifted.

May 17, 2023, the Arbitrator issued an Amended and Supplemental Arbitration Award (the “Amended Award”), which included the

will appoint a Rehabilitative Receiver in a Supplemental Award under Maryland law;

award in favor of MMG and against VREH under Note II in the amount of $835 as of September 30, 2022 with interest thereafter at the

rate of 5.5% per year.

June 16, 2023, we learned that the principal amount due on 22 Baltimore Road had been satisfied via bankruptcy sale and thus the Fairfax,

Virginia court released the VREH confessed judgement, meaning MMG was no longer listed as a guarantor.

Subsequently,

there were two supplemental awards issued by the Arbitrator on May 17, 2023 and October 10, 2023, the latter appointing a Rehabilitative

Receiver whose primary purpose is to collect the Award, and who also has been granted specified powers as described in the 8-K released

on October 19, 2023 as follows:

Board members at each annual meeting, until such time the receiver’s appointment terminates,

or approve the auditor,

reasonable compensation and incentive plans for employees, except officers, of Reliability, and

any other matter that is in the ordinary course of business.

Receiver shall vote in accordance with the Board’s recommendations for all actions taken by it in the ordinary course of business.

Receiver shall not have power to take any action to alter or change:

Board of Directors of Reliability,

corporate governance or structure of Reliability or Maslow, and

authorized or issued stock of Reliability.

October 27, 2023, the Arbitrator entered a third Supplemental Award of attorneys’ fees and expenses in favor of Reliability,

Incorporated., individually and as agent for Maslow Media Group, Inc.;

management and certain other named persons and parties

against Naveen Doki;

Silvija Valleru;

Shirisha Janumpally, individually and as Trustee of Judos Trust;

and Kaylan Pathuri,

individually and as Trustee of Igly Trust, jointly and severally, in the amount of $1,209.

following legal proceedings where Vivos Group borrowings impact MMG:

September 2022, MMG learned that Vivos IT, LLC lawsuit against Second Wind Consultants (“SWC”) in May 2019 included MMG as

The lawsuit brought claims of Fraud in the inducement, unjust enrichment and other monetary claims against SWC.

The 5 parties

suing SWC, included Vivos IT, LLC, Maslow Media Group, Suresh Venkat Doki, Naveen Doki and Silvija Valleru The lawsuit related to a debt

restructuring services agreement secured by Suresh Doki, Naveen Doki, and Silvija Valleru to assist the following then owned Vivos entities:

Maslow Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc.

and US IT Solutions,

Inc., SWC countersued all plaintiffs on September 30, 2019 seeking to collect the balance of $403 not paid by the Vivos Group.

not disclosed to Maslow Management or to Reliability before the Merger closed on October 29, 2019.

retained Counsel and filed a motion to include all original parties to the SWC agreement, as four of the original parties were not

in the original filings (HCRN 360 IT, and US IT & Media Solutions).

On September 11, 2023, we learned our motion was denied, however, on September 27, we filed a motion for reconsideration

on grounds our counsel felt were compelling.

The motion is currently being considered by

To date MMG has spent $65 on legal fees related to this matter.

series of legal actions and hearings took place starting in March of 2020 with the Vivos Group over Merger agreement violations and Vivos

Group debt obligations.

Arbitration was agreed to in the fall of 2021 by both the Vivos Group and MMG with the proceedings commencing

in February 2022.

August 31, 2022, the arbitrator issued the Award with the Company and MMG prevailing on their claims.

The awards included citing of fraud

Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023.

MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees

and expenses of $1,209, and a contract damage of $1,000, to be satisfied by the transfer of their shares of the Company Common Stock

to the Company equal in value to $1,000.

The aggregate amount of the Awards totaled $7,779 as of March 31, 2024.

May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses,

and fees provided in the awards.

December 29, 2023, the Circuit Court for Montgomery County, Maryland signed orders entering all three arbitration awards as judgments

in Reliability’s case against the Vivos Group.

These orders became final on January 29, 2024 when the appeal period expired for

the defendants.

The judgments are good for 12 years and can be enrolled in other states.

Reliability has collectible judgments which

the Receiver is now eligible to pursue.

following represents legal proceedings where Vivos Group borrowings impact MMG:

September 2022, MMG learned that a Vivos IT, LLC lawsuit against SWC in May 2019 included MMG as a plaintiff.

The lawsuit related to

a debt restructuring services agreement secured by Suresh Doki, Naveen Doki, and Silvija Valleru to assist the following then-owned Vivos

Maslow Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc., and

US IT Solutions, Inc.

SWC countersued all plaintiffs on September 30, 2019 seeking to collect the balance of $403 not paid by the Vivos

This was not disclosed to MMG management or to Reliability before the Merger which closed on October 29, 2019.

MMG’s counsel filed a motion to

include all original parties to the SWC agreement, as two of the original parties were not in the original filings.

SWC filed a motion

for summary judgment and MMG responded on March 18, 2024 opposing the motion.

The next status conference related to SWC’s motion

for Summary Judgement is scheduled for July 24, 2024.

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