Item 1. Legal Proceedings
Item
1. Legal Proceedings
A
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.
On
August 31, 2022, the arbitrator issued the Award with the Company and MMG prevailing on their claims. The awards included citing of fraud
damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023. Summarily,
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 September 30, 2024.
The
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.
On
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.
The
following represents legal proceedings where Vivos Group borrowings impact MMG:
In
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
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. This was not disclosed to MMG management or to Reliability before the Merger which closed on October 29, 2019.
MMG
counsel filed a motion to add 4 parties to a counterclaim (HCRN, M&M, 360 IT and US IT). The court approved our motion, and all 4
parties were added. MMG has since released HCRN from the counterclaim. SWC filed a motion for summary judgement and on March 18, 2024,
MMG responded, opposing the motion. On July 24, 2024, the court denied SWC’s motion for summary judgement related to their counterclaim.
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