UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Quarterly Period Ended
Commission
file number:
| (Exact name of registrant as specified in its charter) |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code:
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐
As of August 10, 2023, there were shares of the issuer’s common stock outstanding.
Table of Contents
EXPLANATORY NOTE
This Explanatory Note is to report that we labeled each page of the Financial Statements, where appropriate, [i] for three (3) and six (6) months ended June 30, 2023, and 2022 and such financial statements are not reviewed by the Company’s auditors, and [ii] for the fiscal year ended December 31, 2022 were labeled as unaudited. The Form 10-Q below has not been reviewed by the Company’s auditors. Management or its representatives because they are in the process of completing the audit of the Company’s financial statements at December 31, 2022 with its auditors. Immediately upon completion of the audit at December 31, 2022, and the Form 10-K at December 31, 2022 is filed, the auditors will complete the Reviews of the Form 10-Q at June 30, 2023, which is being filed on date without a Review.
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
QUAD M SOLUTIONS, INC.
(fka MINERAL MOUNTAIN MINING & MILLING COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2023 | December 31, 2022 | |||||||
| (unaudited) | (unaudited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Note receivable – related party | ||||||||
| Accounts receivable | ||||||||
| Total Current Assets | ||||||||
| OTHER ASSETS | ||||||||
| Investment | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest | ||||||||
| Notes payable | ||||||||
| Convertible debt, net | ||||||||
| Derivative liability | ||||||||
| Accrued expense | ||||||||
| Aurum payable | ||||||||
| Note payable | ||||||||
| Accrued revenue | ||||||||
| Due to preferred shareholders | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ par value, shares authorized, and issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Shares to be issued | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
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QUAD M SOLUTIONS, INC.
(fka MINERAL MOUNTAIN MINING & MILLING COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| COST OF SALES | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Sales expense | ||||||||||||||||
| Officers’ fees | ||||||||||||||||
| Payroll expense | ||||||||||||||||
| Travel | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| INCOME FROM OPERATIONS | ( | ) | ( | ) | ||||||||||||
| TOTAL OTHER INCOME (EXPENSES) | ||||||||||||||||
| INCOME BEFORE TAXES | ( | ) | ( | ) | ||||||||||||
| INCOME TAXES | ||||||||||||||||
| NET INCOME | $ | ( | ) | $ | $ | ( | ) | |||||||||
| NET INCOME PER COMMON SHARE, BASIC AND DILUTED | $ | $ | $ | $ | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||||||||||
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
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QUAD M SOLUTIONS, INC
(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(UNAUDITED)
| Common Stock | Preferred Shares | Additional Paid in | Stock to be issued or Subscription | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Receivable | Deficit | Equity | |||||||||||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Common stock issued for services | ||||||||||||||||||||||||||||||||
| Common stock issued for convertible debt & financing fees | ||||||||||||||||||||||||||||||||
| Common stock issued for conversion of warrants | ||||||||||||||||||||||||||||||||
| Common stock issued for conversion of preferred stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Preferred stock issued for cash | ||||||||||||||||||||||||||||||||
| Preferred stock issued for financing fees | ||||||||||||||||||||||||||||||||
| Preferred stock issued for services | ||||||||||||||||||||||||||||||||
| Preferred stock issued for exchanged warrants | ( | ) | ||||||||||||||||||||||||||||||
| Warrants issued with convertible debt | ||||||||||||||||||||||||||||||||
| Retirement of derivative liability | ||||||||||||||||||||||||||||||||
| Warrant down-round | ( | ) | ||||||||||||||||||||||||||||||
| Excess shares issued with reverse split | ( | ) | ||||||||||||||||||||||||||||||
| Net income for period ending December 31, 2020 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||||||
| Common stock issued for convertible debt & financing fees | - | |||||||||||||||||||||||||||||||
| Common stock issued for conversion of preferred stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Preferred stock issued for cash | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Preferred shares issued for services | - | |||||||||||||||||||||||||||||||
| Retirement of derivative liabilities | - | - | ||||||||||||||||||||||||||||||
| Warrants issued with convertible debt | - | - | ||||||||||||||||||||||||||||||
| Common stock issued for conversion of warrants | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for cancellation of preferred shares | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Retirement of preferred shares | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Common stock issued for preferred debt holder | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Excess shares issued with split correction | - | ( | ) | |||||||||||||||||||||||||||||
| Net income for period ending December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Common stock issued for services | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for convertible debt & financing fees | - | |||||||||||||||||||||||||||||||
| Common stock issued for conversion of preferred stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Retirement of derivative liabilities | - | - | ||||||||||||||||||||||||||||||
| Warrants issued with convertible debt | - | |||||||||||||||||||||||||||||||
| Common stock issued for preferred debt holder | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| common stock issued for other equity investments | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net income for period ending March 31, 2023 | (4,212,053 | ) | (4,212,053 | ) | ||||||||||||||||||||||||||||
| Net income for period ending June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
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QUAD M SOLUTIONS, INC.
(fka MINERAL MOUNTAIN MINING & MILLING COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2023 | 2022 | |||||||
| (unaudited) | (unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||||||||
| Amortization of debt discount | ||||||||
| Financing fees | ||||||||
| Common stock issued for services | ||||||||
| Preferred stock issued for services | ||||||||
| Financing fees for conversion of preferred stock | ||||||||
| Financing fees for convertible debt | ||||||||
| Loss (Gain) on revaluation of derivative liability | ( | ) | ||||||
| Common stock issued for financing fees | ||||||||
| Changes in assets and liabilities: | ||||||||
| Decrease (increase) in due to preferred shareholders | ( | ) | ||||||
| Increase (decrease) in accounts payable | ( | ) | ||||||
| Increase (decrease) in accrued interest | ||||||||
| Increase (decrease) in accrued expense | ( | ) | ||||||
| Increase (decrease) in due to other current assets/liabilities | ( | ) | ||||||
| Net cash used by operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Note receivable | ||||||||
| Net cash used by investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of preferred stock | ( | ) | ||||||
| Proceeds from convertible debt, net | ( | ) | ||||||
| Proceeds from note payable | ||||||||
| Proceeds from sale of common stock and warrants, net | ||||||||
| Payment on convertible debt | ||||||||
| Payment on short term loan | ||||||||
| Net cash provided by financing activities | ||||||||
| INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Common stock issued for convertible debt | $ | $ | ||||||
| Derivative liabilities | $ | $ | ||||||
| Common stock issued for investment | $ | $ | ||||||
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
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QUAD M SOLUTIONS, INC
(fka MINERAL MOUNTAIN MINING & MILLING COMPANY)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2023
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Quad
M Solutions, Inc. (“the Company”), f/k/a Mineral Mountain Mining & Milling Company, was incorporated under the laws of
the State of Idaho on
On March 22, 2019 the Company entered into two separate Share Exchange Agreements pursuant to which it agreed to acquire % of the capital stock of two newly organized private entities, NuAxess 2, Inc., a Delaware corporation, and PR345, Inc., a Texas corporation n/k/a OpenAxess, Inc., in consideration for the issuance of shares of Series C Preferred Stock, issued to the control shareholders of each of NuAxess and PR345, n/k/a OpenAxess and shares of Series D Preferred Stock, issued to the minority, non-control shareholders of the two entities.
The closing of the two Share Exchange Agreements occurred on April 16, 2019, at which date NuAxess and PR345 became wholly-owned subsidiaries of the Company. In addition, on April 16, 2019, the Company sold % of its equity interests in the MMMM Mining Subsidiaries for $, to Aurum, LLC, a newly organized Nevada corporation (“Aurum”) formed and controlled by Sheldon Karasik, the Company’s former CEO, Chairman and a principal shareholder, for the purpose of entering into the MBO Agreement and operating the Company’s formerly wholly-owned Mining Subsidiaries. In addition, Aurum assumed all of the liabilities of the MMMM Mining Subsidiaries. Reference is made to Recent Developments-Former MMMM Mining Subsidiaries under Note 3 – Former Mining Operations, and Note 6 – Share Exchange and Assignment Agreement, below.
On May 13, 2019, the Company filed a Definitive Information Statement on Schedule 14C for the purpose of implementing the following corporate actions: (i) the increase in the authorized shares of common stock from million shares to million shares (the “Authorized Common Stock Share Increase”); and (ii) change the name of the Company from Mineral Mountain Mining & Milling Company to Quad M Solutions, Inc. (the “Name Change”).
On June 7, 2019, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho effecting the Name Change. On June 14, 2019 the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho effecting the Authorized Common Stock Share Increase. In addition, effecting the Authorized Common Stock Share Increase. In addition, on July 19, 2019, the Company obtained the requisite approval from FINRA for the Name Change.
On January 9, 2023, the Company established Radiant Staffing Solutions, Inc. (Radiant Staffing), a wholly owned subsidiary of Quad M Solutions Inc., dedicated to client-centric staffing and innovative business services to help clients to achieve greater efficiency, gain significant cost savings, and expand their revenue dedicated to delivering high-performance electric vehicles that combine cutting-edge technology with a passion for automotive excellence. Radiant Staffing was established to leverages cross-solution capabilities for the purpose of expanding the company’s potential revenue stream and to increase its shareholder value.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Quad M Solutions, Inc and its two wholly owned subsidiaries, NuAxess and Open Axess, is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.
Fair Value of Financial Instruments
The Company’s financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2023 and December 31, 2022.
The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.
At June 30, 2023 and December 31, 2022 the Company did not have any assets measured at fair value other than cash and deposits. At June 30, 2023 and December 31, 2022 the Company had conversion features embedded in its convertible notes payable.
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Going Concern
As
shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of June 30,
2023, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows
from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of
$
Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively operating and capital costs.
The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able to generate sufficient equity and/or debt capital at terms and conditions satisfactory of the Company.
Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset. See Note 8.
New Accounting Pronouncements
The Company has evaluated the authoritative guidance issued subsequent to June 30, 2023 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations.
Revenue Recognition
Sales revenues are generally recognized in accordance with the SAB 104 Public Company Guidance, when an agreement exists and price is determinable, the services are rendered, net of discounts, returns and allowance and collectability is reasonably assured. We are often entitled to bill our customers and receive payment from our customers in advance of recognizing the revenue. In the instances in which we have received payment from our customers in advance of recognizing revenue, we include the amounts in deferred or unearned revenue on our consolidated balance sheet.
On
April 16, 2019, the Company entered into a Share Exchange and Assignment Agreement (the “MBO Agreement”) with Aurum, LLC
(“Aurum”), a newly formed Nevada corporation organized by Sheldon Karasik, the Company’s former CEO, Chairman and a
principal shareholder for the purpose of acquiring
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NOTE 4 – CONVERTIBLE DEBT
Outstanding Convertible Debt
On
or about April 29, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of
$
On
or about August 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $
During
the period ended December 31, 2021, $
| 9 |
NOTE 5 – NOTE PAYABLE
On
April 9, 2021, the Company entered into a Master Senior Loan Agreement (“MSLA”) with BeachStar Partners, LLC as Lender and
Administrative Agent. Pursuant to the MSLA, the Company borrowed the initial sum of $
On
February 2, 2022, the Company received an additional $
NOTE 6 – COMMON AND PREFERRED STOCK
Upon formation the authorized capital of the Company was shares of common stock with a par value of $, On May 13, 2019, the Company filed a DEF 14C approving the increase in authorized shares of common stock from shares to shares.
Preferred Stock
Series B Super Voting Preferred Stock
On
March 21, 2019, the Company, while under the control of former CEO, Chairman and principal shareholder, Sheldon Karasik, filed a Certificate
of Designation amending the Articles of Incorporation and designating the rights and restrictions of one (1) share of newly authorized
Series B Super Voting Preferred Stock, par value $ per share (the “Series B Preferred Stock”), pursuant to resolutions
approved by the Board of Directors (the “Board”) on November 5, 2018. On March 21, 2019, the Company issued to Sheldon Karasik,
the Chief Executive Officer, President and Chairman of the Board, the one (1) share of Series B Preferred Stock for $, which price
was based on the closing price of the Company’s Common Stock of $ as of November 5, 2018, the date of the issuance, which was
approved by the Company’s then Board. Sheldon Karasik, as the holder of the Series B Preferred Stock, was entitled to vote together
with the holders of the Company’s Common Stock upon all matters that may be submitted to holders of Common Stock for a vote, and
on all such matters, the share of
Series C and Series D Convertible Preferred Stock
On April 2, 2019, the Company filed two Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation of the rights and restrictions of shares of Series C Convertible Preferred Stock par value $ and shares of Series D Convertible Preferred Stock par value $, which were originally issued pursuant to two separate Share Exchange Agreements, see Note 5.
During the three-month period ended March 31, 2022, the holders of shares of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock (collectively, the “Series C and Series D Shares”) converted a total of Series C and Series D Shares into a total of shares of Common Stock.
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Series E Convertible Preferred Stock
On April 8, 2019, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation of the rights and restrictions of shares of Series E Convertible Preferred Stock with par value $ and stated value $.
On
April 8, 2019, the Company issued shares of Series E Convertible Preferred Stock (“Series E Preferred”) to an institutional
investor in consideration for funding the $
During the quarter ended March 31, 2021, a total of shares of Series E Convertible Preferred stock were converted into shares of common stock.
During
the quarter ended June 30, 2021, the Company issued shares of common stock and warrants valued at $
Series F Convertible Preferred Stock
On March 9, 2019, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation of the rights and restrictions of shares of Series F Convertible Preferred Stock with par value $ and stated value $.
During the period ended March 31, 2020, shares of Series F Preferred Stock were converted into shares of common stock. During the period ended June 30, 2020, shares of Series F Preferred Stock were converted into shares of common stock. During the period ended September 30, 2020, of the outstanding shares of Series F Preferred Stock were converted into shares of common stock.
On October 2, 2020, the remaining outstanding shares of Series F Preferred Stock was converted into shares of common stock.
13% Series G Cumulative Redeemable Perpetual Preferred Stock
On April 27, 2020, the Company filed a Certificate of Designation amending the Articles of Incorporation and designation the rights and restrictions of shares of 13% Series G Cumulative Redeemable Perpetual Preferred Stock, par value $ and a stated value of $ per share. The Series G Holders will not have any voting rights. To date, no shares of the Series G Cumulative Redeemable Perpetual Preferred Stock have been issued or are outstanding nor are there any plans to issue any shares of Series G Cumulative Redeemable Perpetual Preferred Stock.
| 11 |
Series M Convertible Preferred Stock
On April 27, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation of the rights and restrictions of shares of Series M Convertible Preferred Stock with par value $.
On May 28, 2020, the Company’s Board of Directors approved the execution of consulting services agreements with six unrelated persons/entities, none of whom were affiliates of the Company, pursuant to which the Company agreed to the issuance of shares of a Series M Convertible Preferred Stock.
During
the quarter ended September 30, 2020, the Company issued shares of Series M Preferred Shares to consultants for services valued
at $
During the quarter ended December 31, 2020 the Company issued shares of Series M Preferred Shares for shares of common shares that had previously been disclosed as “shares to be issued”.
During the quarter ended March 31, 2021, a total of shares of Series M Convertible Preferred stock were converted into shares of common stock.
During the quarter ended June 30, 2021, there was no activity.
During the quarter ended September 30, 2021, the shares of Series M Preferred Shares that were previously disclosed as being converted during the quarter ended December 31, 2020, was reversed as it did not happen.
Series A Convertible Preferred Stock
On July 2, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation of the rights and restrictions of shares of Series A Convertible Preferred Stock with par value $.
During the quarter ended September 30, 2020, shares of Series A Preferred Stock were converted into shares of common stock.
| 12 |
Series H Convertible Preferred Stock
On
August 28, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of shares of Series H Convertible Preferred Stock with par value $ and stated value $. The
shares were issued for cash of $
During the quarter ended March 31, 2021, a total of shares of Series H Convertible Preferred stock were converted into shares of common stock.
7% Series O Cumulative Redeemable Perpetual Preferred Stock
On September 28, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and designation the rights and restrictions of shares of Series O 7% Redeemable Cumulative Preferred Stock, par value $ and a stated value of $.
9% Series N Convertible Preferred Stock
On November 20, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation of the rights and restrictions of shares of Series N Convertible Preferred Stock with par value $.
On
November 27, 2020 the Company issued of Series N Preferred Stock for cash of $
During
the quarter ended June 30, 2021, the Company paid $
Series R Convertible Preferred Stock
On November 19, 2021, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation of the rights and restrictions of shares of Series R Convertible Preferred Stock with par value $.
On
December 3, 2021, the Company issued shares of Series R Preferred Stock for services in the amount of $
On February 28, 2022, the holders of shares of Series R Convertible Preferred Stock converted a total of Series R Shares into a total of shares of Common Stock.
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Common Stock
On
February 23, 2020, the Company implemented a
During the three-month period ended December 31, 2019, the Company authorized for issuance shares of common stock valued at $ for investor relations, these are disclosed on the balance sheet as shares to be issued.
On
December 5, 2019, the Company issued shares of common stock for the conversion of principal of $
During
the three-month period ended March 31, 2020, the Company issued shares of stock for services and recorded an additional shares
as “to be issued” for a total value of $
During
the three-month period ended June 30, 2020, the Company issued shares of common stock for the conversion of convertible debt;
shares of common stock for conversion of warrants; shares of common stock for conversion of shares of Series
F Preferred Stock and shares for services valued at $
During
the three-month period ended September 30, 2020, the Company issued shares of common stock for the conversion of convertible
debt valued at $
During
the three-month period ended December 31, 2020, the Company issued shares of common stock for the conversion of convertible
debt valued at $
During
the three-month period ended March 31, 2021, the Company issued shares of common stock for the conversion of convertible debt
valued at $
During
the three-month period ended June 30, 2021, the Company issued shares of common stock for the conversion of convertible debt
valued at $
During the three-month period ended September 30, 2021, the Company issued shares of common stock for conversion of preferred shares; shares for conversion of warrants and shares of common stock for conversion reserved preferred shares for debt due to preferred shareholders. (See above.)
During
the three-month period ended December 31, 2021, the Company issued shares of common stock for conversion of preferred shares;
shares for conversion of warrants and shares of common stock for conversion reserved preferred shares for debt due
to preferred shareholders. (See above.) Additionally, the Company issued shares of common stock for services valued at $
During the three-month period ended March 31, 2022, the Company issued a total of shares of common stock related to convertible debt, financing fees, retirement of derivative liability and conversion of preferred stock.
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During the three-month period ended June 30, 2022, the Company issued a total of shares of common stock related to convertible debt, financing fees, issuance of warrants and conversion of preferred stock.
During the three-month period ended September 30, 2022, the Company issued a total of shares of common stock related to convertible debt, financing fees, services, and conversion of preferred stock.
During the three-month period ended December 31, 2022, the Company issued a total of shares of common stock related to convertible debt, financing fees, services, and conversion of preferred stock.
During the three-month period ended March 31, 2022, the Company issued a total of shares of common stock related to convertible debt, financing fees, services, and conversion of preferred stock.
During the three-month period ended June 30, 2022, the Company issued a total of shares of common stock related to convertible debt, financing fees, services, and conversion of preferred stock.
The following warrants were outstanding at June 30, 2023:
| Warrant Type | Warrants Issued and Unexercised | Exercise Price | Expiration Date | |||||||
| Warrants* | $ | |||||||||
| Warrants* | $ | |||||||||
| Warrants | $ | |||||||||
| Warrants | $ | |||||||||
| Warrants | $ | |||||||||
| Warrants | $ | |||||||||
| Warrants | $ | |||||||||
| Warrants | $ | |||||||||
| Warrants | $ | |||||||||
| * |
NOTE 7 – RELATED PARTY TRANSACTIONS
During
the year ended September 30, 2016 the Company issued a note payable to a family member of a former officer in the amount of $
During
the year ended September 30, 2017 the Company issued two notes payable to Premium Exploration Mining in the amount of $
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NOTE 8 – INCOME TAXES
Topic 740 in the Accounting Standards Codification (ASC 740) prescribes recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2018 the Company had taken no tax positions that would require disclosure under ASC 740.
The Company files income tax returns in the U.S. federal jurisdiction and the State of Idaho. The Company is currently in arrears in filing their federal and state tax returns, both jurisdictions statute of limitations of three years does not begin until the tax returns are filed.
NOTE 9 – SUBSEQUENT EVENTS
On
July 17, 2023, the Company established Quam M Racing, Inc. (QM Racing), a wholly owned subsidiary of Quad M Solutions Inc., dedicated
to delivering high-performance electric vehicles that combine cutting-edge technology with a passion for automotive excellence. QM Racing
was established for the purpose of expanding the company’s potential revenue stream and to increase its shareholder value. On July
19, 2023 QM Racing announced the signing of a definitive agreement to acquire
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations General
The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our financial statements and the notes to those statements. In addition to historical financial information, this discussion contains forward-looking statements reflecting our management’s current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed under the heading “Risk Factors” in our Consolidated Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on January 15, 2019.
Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company” or “our Company,” “Quad M” refer to Quad M Solutions, Inc., an Idaho corporation.
The Company, through its two wholly owned operating subsidiaries, NuAxess and PR345 n/k/a OpenAxess, Inc., business, is engaged in providing a full spectrum of benefit and insurance related staffing and business consulting services, principally to smaller and mid-sized employers, offering innovative means of providing their employees with multiple levels of employee benefits including major medical health insurance, as well as providing other financial and business consulting services. The Company has entered into third-party agreements with select strategic partners to provide comprehensive programs administered through its vendor relationship agreements. The Company offers programs that include innovative and affordable major medical health insurance plans and other employee benefit products and services. The NuAxess Smart Healthcare Plan is a proprietary health plan that is an ERISA-qualified, self-insured plan, that includes wellness and prevention programs, among other features. Our primary markets are small and mid-size group employers, sometimes referred to as the ‘gig’ economy.
Results of Operations for the Three Months Ended June 30, 2023 compared to the Three Months Ended June 30, 2022
Revenue
During the three months ended June 30, 2023 and June, 2022 the Company received $0 and $18,144,568, respectively in revenue principally from insurance premiums and we incurred $0 and $15,852,288 in expense directly related to this revenue.
Expenses
Operating expenses for the three-month period ended June 30, 2023 was $104,996 compared to $1,264,830 for the same period of the prior year. The main components of general and administrative expenses for the three-month period ended June 30, 2023 consisted of approximately $31,250 of professional fees, $53,014 in general and administrative expenses, and $20,732 in payroll expenses.
Working Capital
The Company’s net loss for the three month-period ended June 31, 2023 was $104,996 a significant decrease over the net gain of $1,776,195 at June 30, 2022. During the three months ended June 30, 2023, our principal sources of liquidity were receipt from notes payable.
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Off-Balance Sheet Arrangements
The Company has not undertaken any off-balance sheet transactions or arrangements. We have no guarantees or obligations other than those which arise out of normal business operations.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in Note 2 to our Unaudited Condensed Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of June 30, 2023, we conducted an evaluation, under the supervision and participation of management including our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended). Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
The management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on this assessment, management determined that, during the three-months ended June 30, 2023 our internal controls and procedures require additional improvement due to deficiencies in the design or operation of the Company’s internal controls. Management identified the following areas of improvement in internal controls over financial reporting:
1. The Company did not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal controls.
2. The Company should further improve maintenance and access to a centralized location for current and historical business records.
Changes in Internal Control over Financial Reporting
We have evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls as of June 30, 2023.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
It is possible that from time to time in the ordinary course of business that the Company may be involved in legal proceedings or investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business.
On or about September 30, 2020, the Company was named a defendant in the action Aurum, LLC, v. Quad M Solutions, Inc., f/k/a Mineral Mountain Mining & Milling Company, Supreme Court of the State of New York, New York County, Index No. 652465/2020. Sheldon Karasik, principal of plaintiff Aurum LC and former principal of the Company, has claimed that the Company did not fulfill its obligations under the Share Exchange and Purchase Agreement with an entity formed and controlled by Sheldon Karasik, pursuant to which the Company, in an agreement executed on its behalf by Mr. Karasik, sold, transferred and assigned 75% of the Company’s former MMMM Mining Subsidiaries to an entity controlled by Mr. Karasik for $10 plus the assumption of the liabilities of the former MMMM Mining Subsidiaries. The Company believes that it has meritorious defenses to any claims by Mr. Karasik and, indeed, has filed affirmative defenses in connection with such claims. The Company has also initiated a third-party claim individually against Mr. Karasik in the action entitled Quad M Solutions, Inc., f/k/a Mineral Mountain Mining & Milling Company v. Karasik, Supreme Court of the State of New York, New York County, 3rd Party Index No.: 595634/2020, which claims are based upon, inter alia, Mr. Karasik’s breach of fiduciary duty owed to the Company. Aurum, LLC has filed a motion for summary judgment, which the Company has opposed and with respect to which it believes it has meritorious defenses. The action is in the discovery phase. The Company believes that there will be no material adverse consequences in connection with any claims by or on behalf of Mr. Karasik, and that the Company will prevail on its third-party claims.
(b) On or about December 1, 2020, the Company and two of its former officers were named as defendants in the action Cavalry Fund I LP v. Quad M Solutions Inc., Pat Dileo and Carl Dorvil, Supreme Court of the State of New York, New York County, Index No. 656142/2020. The Company’s attorneys successfully filed a motion to dismiss the case against the individual defendants, and several causes of action against the Company were also dismissed. The action is in the discovery phase. The Company believes that there will be no material adverse consequences in connection with any claims by Cavalry Fund 1 LP.
(c) On or about November 29, 2022, the Company and its CEO, Joseph Frontiere, were named as defendants in the matter ProAct, Inc. v. NuAxess 2, Inc. and Joseph Frontiere, Cause No. DC-22-16180, Dallas County, Texas based on an alleged breach of contract and related causes of action. The Company and Mr. Frontiere have moved to dismiss the action and await decision of the Court.
(d) On or about March 18, 2023, the Company’s wholly owned subsidiary, NuAxess 2, Inc. initiated an action in the Eastern District of New York entitled NuAxess 2, Inc. v Adler Windows, Inc., Civil Action No. 1:23-cv-1872 seeking damages for breach of contract and related damages. The action is pending defendants’ response to the Complaint.
(e) On or about April 1, 2023, the Company initiated an arbitration proceeding entitled Quad M Solutions, Inc., NuAxess 2, Inc. and Joseph Frontiere v. TVT 2.0 LLC and Andrew Fellus, seeking damages based on fraud and RICO claims. The action is pending Respondents’ response to the demand for arbitration.
(f) On or about April 12, 2023, the Company’s wholly owned subsidiary, NuAxess 2, Inc. initiated an action in the Southern District of New York entitled NuAxess 2, Inc. v Turkish Airlines, Inc., Case No. 23-cv-03137 seeking damages for breach of contract and unpaid invoice. The action is pending defendants’ response to the Complaint.
It is possible that from time to time in the ordinary course of business that the Company may be involved in legal proceedings or investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business. However, in the opinion of our Board of Directors, current legal proceedings are not expected to have a material adverse effect on our financial position or results of operations.
Item 1A. Risk Factors
Not applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter ended June 30, 2023 no shares of common stock for the conversion of convertible debt we converted.
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Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
Item 6. Exhibits
The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | |
| 32.2 | Certification of Interim Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Quad M Solutions, Inc. | ||
| Dated: August 11, 2023 | By: | /s/ Joseph Frontiere |
| Joseph Frontiere | ||
| Interim Chief Executive Officer (Principal Executive Officer and Principal Financial Officer and Accounting Officer) | ||
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