UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended September 30, 2021

For the transition period from [     ] to [     ]

Commission file number 1-03319

Quad M Solutions, Inc

115 River Road, Suite 151

Edgewater, New Jersey 07020

(723) 423-5520

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 last 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 66,748,674 shares of Common Stock outstanding on September 30, 2021. The aggregate market value of the 721,164 shares of Common Stock held by non-affiliated shareholders of the Registrant on March 31, 2021, the last trading day of the registrant’s most recently completed second fiscal quarter, was approximately $685,100 based on a $0.12 average bid and asked price on such date.

Indicate the number of shares outstanding of the registrant’s Common Stock as of the latest practicable date: 96,084,948 shares of common stock as of January 12, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. Certain statements made in this discussion are “forward-looking statements” within the meaning of 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions, including risks described in “Risk Factors” and elsewhere in this Annual Report.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in this Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

ITEM 1. BUSINESS

You should read this entire Annual Report carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this Annual Report, before making an investment decision.

The Company’s principal executive offices are located at 115 River Road, Suite 151, Edgewater, New Jersey 07020, and our telephone number is: (732) 423-5520. Any information on, or that may be accessed through, any websites (other than government websites) is not incorporated by reference into this Annual Report and should not be considered a part of this Annual Report. The Company is a publicly traded company subject to quotation on the OTC and our Common Stock is traded under the symbol “MMMM.” On January 4, 2022 the closing sale price of the Common Stock on the OTC was $0.40 per share.

The Company is a “smaller reporting company,” as defined by applicable rules of the Securities and Exchange Commission (“SEC”) pursuant to § 229.10(f)(1), in the Securities Act of 1933. As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation. We will remain a smaller reporting company until we have a public offering, or value attributable to stock held by non-affiliates, of at least $250 million, as measured on the prior March 31st.

The Company, serving as a holding company, conducts its business through its two operating subsidiaries: (i) NuAxess 2, Inc.; (ii) PR345, Inc., n/k/a OpenAxess, Inc.;

NuAxess is engaged in providing a full spectrum of consulting and staffing business services related to employee benefits, insurance, and financial services, principally to smaller and mid-sized employers. The Company and its subsidiaries are offering innovative alternatives to legacy companies that have dominated the benefit, financial and insurance landscape for decades. Through various means and using technology that promotes providing employees and their dependents with multiple levels of benefits including major medical health insurance, as well as providing financial and business consulting services. The Company has entered into third-party agreements with select strategic partners to provide comprehensive programs administered through its contracted vendor relationships. The Company offers its programs via platforms that include technology innovations and sponsoring affordable major medical health insurance plans and other employee benefit products and services. The NuAxess Smart Healthcare Plan (NSP) is a proprietary self-insured health plan that is an ERISA-qualified plan, and includes wellness and prevention programs and employee health saving accounts, among other features. The NSP promotes complete transparency of provider costs and claims data with shared savings programs, as well. The Company’s primary markets are small and mid-size group employers, sometimes referred to as the ‘gig’ economy.

Through its employer of record (EOR) staffing companies and its use of contracted professional employer organization (PEO) services and its proprietary health saving account administration, the Company can provide employers and their employees with invaluable aggregated HIPAA aggregated compliant data that can be used to analyze and evaluate healthcare services used to support the Company’s medical reinsurance stop-loss risk taking business via captive reinsurance companies. The Company’s services are designed to support a transparent, single administrative program that is comprehensive and easy to manage by employers, and employees encompassing comprehensive human resources (HR) and even payroll services that includes workers’ compensation insurance, risk and compliance controls, medical stop loss reinsurance, health savings account administration, financial services, real-time employee healthcare support, Cafeteria 125 IRC Section 105 and 106 programs, and employee and employer retirement benefit programs mostly through the use of employee owned health saving accounts (HSA). The NuAxess Smart Healthcare plan embraces the national effort to provide mental health parity in major medical comprehensive health insurance coverages and, for example, through the use of its tele-mental behavioral health programs, we believe that many new and innovative methods are now available and will be developed to better treat opioid addiction, PTSD, suicide prevention, and increase adherence to mental health treatment protocols as well as lessen the percentage of patient appointment no-shows all producing better outcomes for patients. Many experts say this has become a critical area since the government mandated COVID-19 shut-downs and pandemic related job losses has occurred.

OpenAxess f/k/a PR 345, Inc. is a staffing business that developed its competitive partially self-insured major medical plans to offer employees for their comprehensive medical insurance benefits replacing fully insured medical plans. OpenAxess utilizes the Cigna network of providers, a medical stop-loss coverage plans from a A.M.Best rated insurance carrier and can utilize PEO services when required. OpenAxess has been providing benefits to employees for several years and has been developing proprietary technology to support its members. Through OpenAxess successful self-funded plan program that are ERISA based, the Company was able to further develop its other subsidiary NuAxess 2, Inc.’s proprietary NuAxess Smart Healthcare Plan (NSP) and it resulted in NuAxess joint venturing with a national PEO company called Infiniti HR, Inc. in 2019. The joint venture companies are called PrimeAxess, Inc., and PrimeAxess 2, Inc. and they will primarily promote the use of NuAxess Smart Healthcare Plan and HSA for Infiniti HR clients both old and new. NuAxess Smart Healthcare Plans can be also be used for larger employee groups that wish to be the plan administrator under a single employer trust. PrimeAxess can be also be used as a staffing company should the joint venture decide to promote it as such.

New Business Developments

Termination of iCan Acquisition

On January 8, 2021, the Company received and accepted a notice of termination, by mutual agreement, of its acquisition of the iCan Benefit Group, LLC and iCan Holdings, LLC (collectively referred to as “iCan). The mutually agreed termination was the result of: (i) extensive due diligence efforts, including the Company auditing the financial statements of iCan Holdings, LLC and iCan Benefits Group, LLC and subsidiaries; (ii) the refusal by iCan creditors to accept in satisfaction of iCan’s debt the Company’s issuance of 1 million shares of newly authorized 7% Redeemable Preferred Stock having a stated value of $12.50 per share to iCan’s creditors; and (iii) the action by iCan’s creditors on December 31, 2020 under its agreement with iCan not to extend deadlines imposed on iCan to repay iCan’s debt which was originally due on September 29, 2020.

Our Business Strategy

The Company, through its subsidiaries and joint venture partners, believes that existing market conditions and the lack of sufficient affordable major medical comprehensive health insurance products and services for small and mid-sized employers and the growing number of participants in the gig-economy should enable the Company to successfully market its health insurance related products and services and a variety of third-party products and services to employers, employees and disparate classes of workers who are classified as small group and today many describe as the growing ‘gig’ economy essential workers. The primary emphasis of the Company is to provide support, using state of the art technology, to employers and employees to facilitate access and achieve a sustainable way to provide their employees quality comprehensive major medical health insurance programs and services that comply with local, state, and federal regulations. Using Employee Retirement Income Security Act of 1974 (ERISA), a U.S. federal statute that protects the retirement assets of Americans by establishing rules to prevent fiduciaries from misuse of plan assets, and through partially self-funded/level funded health insurance plans, small employers, that historically have not used or been able to use traditional health insurance plans from the status quo legacy carriers can actually benefit from self-insurance, as large group employers have benefitted for decades.

It is widely recognized that 80% or more of small group employers, because of an historic lack of alternatives, still must use traditional fully-insured health insurance plans issued by the legacy carriers despite the higher premium costs that have nearly doubled since 2010, during which time plan benefits were reduced and deductibles, copays, coinsurance rose. Conversely, more than 90% of large group employers use ERISA qualified health plans and not fully insured legacy carrier health plans. Despite the small group employer market needs and the size of this market in annual premiums paid, which is estimated at $377 billion annually and comprises approximately 60 million workers and growing. The small group employer market is not adequately equipped either financially or through its management’s lack of experience, to properly use and exploit existing ERISA health plans notwithstanding their acknowledged needs, in part because of the complexities in compliance with applicable rules, regulations and laws. We also believe that to implement many of these self-insured ERISA programs, our target market lacks staffing and experience in utilizing new technology platforms that typically require highly trained personnel to effectively implement and operate the actual tasks involved to administer these self-insured health plans.

As a result, the Company has developed and, since the beginning of the second fiscal quarter of 2020 has been operating its business plan providing its growing target market with a full range of affordable major medical healthcare plans, technology, financial, and insurance related services. While there can be no assurance of our continued ability to successfully enroll in a timely fashion a sufficient percentage of our target market and begin to generate profitable sustainable operations by providing full-service insurance and benefit solutions with the quality necessary to maintain health benefits and insurance for its employees while minimizing financial risk associated with catastrophic medical claims, except through the use of medical stop loss reinsurance policies offered by A.M. Best rated carriers. It is generally recognized that small group employers do not have the financial capabilities to fund catastrophic liability risks so their use of medical stop-loss reinsurance is mandatory.

The medical stop-loss reinsurance business is a complex global industry and, at its most basic level, is simply liability catastrophic insurance rather than medical insurance. The Company through its third-party strategic joint venture partners, e.g., Third Party Administrators ( TPA), Plan Benefit Administrators ( PBA), technology developers, provider services, financial institutions, Infiniti HR, Inc .a national professional employer organization (PEO) and others, have developed a comprehensive benefits and self-insurance system and possesses the experience and skills necessary to medically underwrite employee lives, pay medical claims, and place medical stop-loss reinsurance coverages for its ERISA compliant health plans developed specifically for the small group employer market and gig economy. The medical health insurance plans covering these workers are classified as comprehensive major medical health insurance plans with reinsurance stop-loss coverage to safeguard against catastrophic losses when they occur. The Company’s management has determined not to implement as part of its services nor recommend the use of short-term medical plans, indemnity plans, and minimum essential coverage (MEC) plans as alternatives nor as solutions for small employers to give up using major medical comprehensive insurance plans because using other alternatives than major medical plans: (i) short-term medical plans, indemnity plans, and minimum essential coverage plans requires small employers and their employees to bear the risk should a catastrophic risk occur; and (ii) these plans are typically financially capped benefit policies that will not pay above the cap amount. The single main reason for bankruptcy filings in the United States is the result of indebtedness resulting from health and medical claims/charged regardless of whether the bankruptcy filer had some form of health insurance coverage or none.

It is important to note that over the past decade many small group employers and employees, in addition to purchasing health insurance from legacy carriers Blue Cross, Aetna, Anthem, Cigna, United Health, and other regional fully insured carriers (often referred to collectively as “BUCA”), are also deciding to purchase additional health coverages that are indemnity plans and not comprehensive major medical plans. These plans generally pay benefits the BUCA plans don’t or won’t cover, e.g., hospitalization, accident, and critical illness plans, dental and vision plans and all are NOT comprehensive major medical health insurance plans, but rather they only cover defined medical event costs associated with ever increasing high deductible medical plan limits that major medical plan coverages impose. Indemnity plans are being marketed to many that use the Affordable Care Act plans AKA ObamaCare plans.

The Company believes that by being able to provide comprehensive major medical health insurance program solutions for the small group employer market from one source, such as the Company, is a benefit offered by the Company to its target market which, the Company believes, will positively respond for its services. The main reasons for the Company’s belief in its ability to penetrate this target market is the fact that historically, more than 80% of small group employers have been forced to use non-competitive high-cost traditional major medical health plans at unsustainable high premium rate costs with ever-increasing member high deductible limits, that uses coinsurance, copays, and often provide less benefit coverages, especially mental health and Rx/drug formularies and limited provider networks. Our strategy has been to develop and provide transparency to health insurance benefits that includes: (i) a consumer driven health care model with value-based health plans that share financial rewards with our members and their providers; (ii) use prevention and wellness programs that complement our major medical health plans and use when possible using pre-tax dollars to pay for these services; (iii) provide tax free funding directly, indirectly and even through third parties to each employees qualified high deductible health plans health saving accounts (HSA), and ( iv) an open access provider network without punitive use of out of network providers. The Company’s focus and primary emphasis is to assist the small group employer market fund employee HSA which, despite considerable tax advantages and benefits to employers and employees have since their inception in 2004 by the US Congress been largely ignored by the BUCA’s. HSA have not been well funded despite more that 50 million employees owning HSA qualified health plans. Annual HSA contribution limits in 2019 were set at $3,500 for single employee plans and $7,000 for a family plan. Presently, legislation before the U.S. House of Representatives, if and when Congress brings to the floor and then requires U.S. Senate passage, of which there can be no assurance notwithstanding the change in Administration, proposes to double the annual contribution limits bringing HSA closer in line with 401-K annual contribution limits.

The Company has implemented several new sales and marketing programs to directly reach the small group employer market largely through its use of third-party staffing and support staffing companies. At the same time, the Company is furthering its plan to build and operate its own staffing business, which the Company estimates could take up to a year to implement at a cost expected to exceed several million dollars or more. As BUCA health insurance premium costs have risen substantially over the past decade and deemed unsustainable for small group employers, there is increased interest in supporting the known but misunderstood self-insurance major medical health benefits for the small group employer market making the Company’s timing to go to market very timely.

In order to successfully compete with the BUCAs, of which there can be no assurance, the Company benefit plans offering self-insured health plans and enhanced member support and customer service through strategic partnerships with innovative technology platforms that incorporate products and services under a single administrative team. It is our belief despite being relatively undercapitalized during the fiscal year-ended September 30, 2020, the six month March 31, 2021 and nine-month periods ended June 30, 2021 generated revenues of approximately $ 18 million and $28.7 million, respectively, albeit not yet experiencing positive cash-flow from operations due principally to losses on issuance of convertible debt, developing technology and expanding sales. The key elements based upon management’s experience, in determining which sales channels and markets to pursue are dependent on our continued ability to contract with third party vendors that provide our products and services and will commit resources in offering our products and services to their clients. The Company has already commenced sales and is continuing to pursue known targeted small group employer markets in the States of Texas, Florida, and many southern states whose laws and regulations favor our business strategy of competing with the established legacy carriers Blue Cross, Aetna, Anthem, Cigna and United Health (BUCAs), and other regional fully insured health insurance carriers.

The Company continues to target rural communities in those same states which must rely, to a large extent, on rural hospitals to attract and maintain economic growth which are having difficulties operating and where some hospitals have been and/or are planned to be closed. While we are yet to close specific projects related to this plan, the Company will continue to pursue its plans to create, in conjunction with rural hospitals, ‘community health exchanges’ whereby the hospitals contract with the Company to provide benefit and insurance services through its establish its staffing alternatives. Through the Company staffing it becomes the employer of record and staffs local employees and provide all their necessary employee services including major medical health insurance, payroll, HR, and financial programs.

We believe, but cannot be assured, that a substantial opportunity to sell and brand our services with rural hospitals should help to keep rural hospitals from closing. The Company is developing an Account Receivable (A/R) funding program for rural hospital where it can purchase BUCA and CMS claims receivables. The Company has had preliminary discussions with several funding sources interested in an A/R program since these medical receivables are deemed investment grade paper. Unless a suitable funding source can be found and contracted the A/R program cannot become reality as the Company doesn’t have adequate financial resources itself.

The Company believes that there exists a critical need for small business employers to be able to offer quality and sustainable employee benefits, especially with millennials, principally as a result of the fact that the federal government has not produced effective and affordable new health insurance programs for America’s small businesses. Since the 2008 financial crisis, small businesses have also been adversely affected by the fact that the banking institutions and particularly the large banks have not been providing small business employers with access to capital and credit markets. We believe that this lack of reliable credit and access to capital resources has resulted in the inability of small businesses to innovate and grow, which we believe is essential for small businesses to grow at a time that the American economy to continues to show signs of strength. Without access to adequate debt and/or equity capital, it is widely understood that small businesses have had to rely on their cash flow to manage their largest expenses which specifically include payroll, taxes and employee benefits, the latter of which has become increasingly unsustainable. The Company’s objective is to provide and facilitate the availability to small businesses of employee benefits and health insurance at manageable costs to reduce the unsustainable annual increases.

Despite the fact that in many states existing insurance and labor laws and regulations are more than adequate to support small group employers to self-insure their benefit and health insurance programs, the fact remains that the virtual monopoly of the large and established legacy carriers’ monopoly has had the effect of stifling alternative insurance and employee benefit solutions. The Company’s management believes that its innovative small employer benefits, self-insurance, and financial services programs are now market ready and provide substantial advantages not offered by established major insurance carriers and employee benefits managers that are not focusing on the small group employer/business market and gig economy workers which we firmly believe is and will increasingly be grow and dominate the economic landscape for decades to come. It is estimated that on an annual basis, small group employer annual premiums have exceeded $375 billion during the past several years, which we believe may be one of the largest markets lacking consumer/customer involvement and lacking transparency and competition. Our business plan is to service this market with transparency, providing small group employer market, largely through its use of third-party staffing and support staff companies, and directly through the Company’s own staffing business as it develops offer a sustainable full-service benefits and major medical health insurance solution to the gig economy workers.

Employees

The Company has 18 full-time employees, including its Chairman, CEO and Interim CFO, none of whom are under employment agreements. From time to time, the Company uses independent contractors and contract services for administrative functions such as legal, sales, IT, accounting, clerical, and bookkeeping services and expects to do so for the foreseeable future, until it generates positive cash flow from operations, of which there can be no assurance.

Government Regulations

The Company’s health insurance and employee benefits activities and financial services are subject to extensive federal, state and, to a lesser extent, local regulations. Each of the 50 States in the U.S. has adopted, by state statutes, laws and regulations, including those by the applicable State Departments of Insurance, Labor, Treasury, Health, Secretaries of State, among others. State laws and regulations govern health insurance and the issuance of insurance licensing to entities that offer medical and health insurance, sell health insurance and to otherwise provide insurance to the public, except for certain federal laws. The two most significant federal laws affecting health insurance and overriding state law are the Federal 1974 ERISA law and the passage by Congress in 2010 of the Affordable Care Act.( ObamaCare) However, state laws are so embedded and protected that despite the past fifty years of America’s industrial growth as the largest world economy, relatively few companies, given the size of the U.S. economy, are licensed to offer health insurance to businesses under the laws of the 50 states, without any meaningful oversight nor being subject to federal Sherman Act rules and regulations dealing with monopolistic practices. Furthermore, the Company believes that state law does not consider insurance companies to be deemed national enterprises subject to potential anti-trust regulations. In fact, more than thirty state licensed Blue Cross-Blue Shield companies, many of which are classified as not for profit entities, are deemed to exist as separate entities under each state jurisdiction, and therefore are not considered a monopoly.

Potential Advantages for the Company

The complexity of insurance regulations and lack of transparency to businesses in general and small businesses in particular, often require small and even mid-sized business to require outside professional assistance, which the Company believes presents the Company with the ability to enter the market and be successful in providing the requisite professional assistance. For the small group businesses who utilize federal ERISA law and with the technology advances that have developed for consumers via the internet revolution and smart phones, the Company believes that it is now an opportune time for innovation and change being offered by the Company’s insurance and employee benefits programs, providing the potential of compete successfully with the BUCA’s and for small group employers to switch from fully insured plans to self-insured plans. With the creation of the health saving account (HSA) in 2004, health and wealth can be driven when consumers drive health care with their money. Providers must be paid fair, fast and transparently and only consumers can accomplish this goal. Government cannot realistically or affordably displace 160,000,000 American workers from their private health insurance but it can encourage and support a private system where consumers are joined with their chosen doctors and have access to their medical records and can use pretax dollars for health expenses and save dollars tax advantaged for their retirement using employee-owned HSA. Notwithstanding the Company’s belief in its potential advantages and ability to successfully enter and generate profits operation in its target market, larger companies with significantly longer operating histories and far greater financial resources may enter this target market and offer services at rates more competitive than those offered by the Company.

ITEM 1A. RISK FACTORS

Not applicable

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The Company, at present, has its executive offices, consisting of 100 square feet, located at 115 River Road, Suite 151, Edgewater, NJ 07020, which it uses on month-to-month lease basis. These facilities are suitable for the near term and the Company believes will be sufficient for the foreseeable future. The Company has the right to expand to more square footage when needed and would consider an annual lease at that time.

ITEM 3. LEGAL PROCEEDINGS

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. The motion is pending decision of the Court. The Company believes that there will be no material adverse consequences in connection with any claims by or on behalf of Aurum, LLC, and that the Company will prevail on its third-party claims against Mr. Karasik.

On or about December 1, 2020, the Company and two of its 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 have filed a motion to dismiss the case against the Company and the individual defendants and the motion is pending decision of the Court. The Company believes that there will be no material adverse consequences in connection with any claims by Cavalry Fund 1 LP.

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 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information

Our common stock trades on the OTC Market under the symbol MMMM. The following table sets forth the quarterly high and low sales prices per share for our common stock, as reported by the OTC Market exchange for the respective periods

(b) Holders of Common Stock

As of September 30, 2021, there were 66,748,674 shares outstanding held by approximately 13121 shareholders.

(c) Dividends

In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of the board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.

(d) Securities Authorized for Issuance under Equity Compensation Plans

Stock Options

There are no Stock Options open as of September 30, 2021.

Warrants

There are approximately 17,259,439 warrants outstanding. Holders of the warrants have no voting rights, no liquidation preference and no dividends will be declared on the warrants.

(e) Recent Sales of Unregistered Securities

Issuance of Common Shares

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the years ended September 30, 2021 or September 30, 2020.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Financial Statements and Supplementary Data” and our consolidated financial statements, related notes, and other financial information appearing in this Annual Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in “Risk Factors” and “Forward-Looking Statements.”

Overview

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.

Material Developments During Fiscal 2021

Results of Operations

Comparison of the fiscal year ended September 30, 2021 to the fiscal year ended September 30, 20120

Revenue

During the year ended September 30, 2021 the Company received $39,863,450 in revenue principally from staffing and business consulting services and we incurred $38,461,445 in expense directly related to this revenue compared to $17,378,502 in revenue and $17,254,140 during the year ended September 30, 2020.

Expenses

Operating expenses for the fiscal year ended September 30, 2021 were $4,788,851 compared to $ 2,567,960 for the same period of the prior year, representing an increase of 83%, due principally to an increase in officers fees, payroll expense and research and development. The main components of general and administrative expenses in fiscal 2021 consisted of approximately $1,178,144 in consulting fees, $86,332 in office expense$42,176 in stock transfer fees and approximately $135,420 in commission fees. The professional fees were $272,816. During the prior year, the main components of general and administrative expenses consisted of approximately $1,175,522 in consulting fees, $45,765 in stock transfer fees and approximately $50,487 in commission fees.

Working Capital

The Company’s net loss for the years ended September 30, 2021 and September 30, 2020 were $10,843,658 and $8,255,367, respectively. The $2,588,291 increase in net loss for fiscal year 2021, as compared to fiscal year 2020, is due primarily to an increase in non-cash gains and losses related to new convertible debt financings and also to an increase in general and administrative and payroll expenses as a result of the change in business focus and the implementation of our new business plan.

During the fiscal year ended September 30, 2021, our principal sources of liquidity included cash received from convertible notes payable, notes payable, and sales of preferred stock. During the fiscal year ended September 30, 2020 our principal source of liquidity included cash received from convertible notes payable, notes payable and assignment of receivables. We intend to use new capital in the form of new equity or debt to further advance objectives.

Net cash used by operating activities totaled $3,521,708 and $1,087,108 for the years ending September 30, 2021 and 2020, respectively. The change between 2021 and 2020 is primarily due to an increase in non-cash losses on extinguishment of debt and issuance of common stock, offset by a gain on revaluation of derivative liabilities.

Net cash used by investing activities totaled $95,718 and $0 for the years ending September 30, 2021 and 2020, respectively. The change between 2021 and 2020 is primarily attributed to option trading in 2021 that did not occur in 2020 and a short-term loan in 2021.

Net cash provided by financing activities totaled $3,308,726 and $1,536,282 for the years ending September 30, 2021 and 2020, respectively. The change between 2021 and 2020 is primarily attributed to an increase in proceeds from notes payable in 2021, as compared to 2020. The cash decreased to $155,328 at September 30, 2021 from $463,874 at September 30, 2020.

As reflected in our accompanying financial statements, other than approximately $3,823,658 received from the issuance of notes payable and convertible notes during the fiscal year ended September 30, 2021, we have negative working capital, and an accumulated deficit of $27,753,783 and $16,910,125 for the years ending September 30, 2021 and September 30, 2020, respectively. Notwithstanding our belief that we will be able to continue to raise capital through the issuance of equity and, to a reduced level if at all, convertible notes. The Company believes that it will be able to raise the requisite amount of equity capital at terms and condition acceptable to the Company, of which there can be no assurance, these factors indicate that we may be unable to continue in existence in the absence of receiving additional funding.

In addition to our operating expenses which average approximately $392,000 per month, management’s plans for the next twelve months include approximately $4 million of cash expenditures for development and expansion of our health insurance and employee benefits business operations. While there can be no assurance, the Company believes that it will be able to generate sufficient capital from operations, equity and/or debt financing to fully-implement its business plan of offering principally to smaller and mid-sized employers a full spectrum of employee benefit and insurance services enabling employers to offer a variety of plans providing their employees with multiple levels of benefits including major medical health insurance, as well as providing financial and business consulting services.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on any of our capital stock. We do not anticipate paying any dividends in the foreseeable future, and we currently intend to retain all available funds and any future earnings for use in the operation of our business and to finance the growth and development of our business. Future determinations as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. Our loan agreements limit our ability to pay dividends or make other distributions or payments on account of our common stock, in each case subject to certain exceptions.

Off-Balance Sheet Arrangements

The Company has not undertaken any off-balance sheet transactions or arrangements.

Recent Accounting Pronouncements

Recent accounting pronouncements which may affect the Company are described in Note 2 — Summary of Significant Accounting Policies, subsection “New Accounting Requirements and Disclosures” in the annual financial statements below.

Limitations on Liability and Indemnification Matters

We intend to amend our Bylaws to contain provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Idaho law. Any limitation of liability pursuant to Idaho law does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our amended Bylaws will further authorize us to indemnify our directors, officers, employees, and other agents to the fullest extent permitted by Idaho law. We intend our amended bylaws also to provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Idaho law. We expect to enter into agreements to indemnify our directors, executive officers, and other employees as determined by the board of directors. With certain exceptions, these agreements will provide for indemnification for related expenses including attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these amended bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The intended limitation of liability and indemnification provisions in our amended Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Quad M Solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Quad M Solutions, Inc. (the Company) as of September 30, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended September 30, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2021, and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit, has generated net losses since its inception and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

QUAD M SOLUTIONS, INC.

(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements

QUAD M SOLUTIONS, INC.

(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these consolidated financial statements

QUAD M SOLUTIONS, INC

(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ (DEFICIT)

The accompanying notes are an integral part of these consolidated financial statements

QUAD M SOLUTIONS, INC

(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS