Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
From 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 Company.
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 $7,710.
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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.
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 Maslow management
or to Reliability before the Merger which closed on October 29, 2019. Maslow’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. On December 18, 2024, MMG and other original parties
settled with Second Wind Consultants. MMG’s portion was $10.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
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PART II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.