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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~March 3031, ~~2022~~2023

Commission file number: 1-03319

Quad M Solutions, Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Idaho		82-0144710
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1111 Belt Line Road, Suite 108E, Garland TX		75040
(Address of Principal Executive Offices)		(Zip Code)

Idaho		82-0144710
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
1111 Belt Line Road, Suite 108E, Garland, TX		75040
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (877) 465-8080

Registrant’s Telephone Number, Including Area Code: (732) 423-5520

(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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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 ☐ No ☒

As of ~~November~~May 2119, ~~2022~~2023, there were ~~184~~217,~~707~~437,~~828~~033 shares of the issuer’s common stock outstanding.

Table of Contents

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	2
	Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 (unaudited)	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	4
	Condensed Consolidated Statement of Stockholder’s Equity (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 4.	Controls and Procedures	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
Part II. Other Information
Item 1.	Legal Proceedings	1719
Item 1A.	Risk Factors	1719
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1719
Item 3.	Defaults upon Senior Securities	1820
Item 4.	Mine Safety Disclosures	1820
Item 5.	Other Information	1820
Item 6.	Exhibits	1820
Signatures		1921

1EXPLANATORY NOTE

This Explanatory Note is to report that we labeled each page of the Financial Statements, where appropriate, for [3] months ended March 31, 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 March 31, 2023, which is being filed on date without a Review.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

QUAD M SOLUTIONS, INC.

(fka MINERAL MOUNTAIN MINING & MILLING COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	March 31, 2023			December 31, 2022
	(unaudited)			(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~785~~22,~~488~~750		$	~~319~~836,~~613~~495
Accounts Receivable, net		6,518,646			2,101,512
Note receivable – related party		9,659,000			9,659,000
Other Current Assets		183,750
Accounts receivable		252,600			252,600
Total Current Assets		79,~~487~~934,~~884~~350			210,~~421~~748,~~125~~095
OTHER ASSETS		~~4,768,521~~
TOTAL ASSETS	$	12,256,405		$	2,421,125
Investment		-			-
Total Other Assets		-			-
TOTAL ASSETS	$	9,934,350		$	10,748,095
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	~~926~~390,~~786~~291		$	~~399~~1,~~494~~226,786
Accrued interest		~~212~~161,~~506~~676			~~166~~161,~~916~~676
Notes payable - related party		-			57,618
Notes payable		22,750			-
Convertible debt, net		8892,~~183~~410			~~601~~92,~~900~~410
Derivative liability		1140,~~384,820~~356			4140,~~421,956~~356
Accrued expense		1,500			~~700~~1,~~625~~500
Aurum payable		400,000			400,000
Note payable		4,826,767			4,~~234~~826,~~799~~767
Due to preferred shareholders		1,416,313			2,063,745
Accrued revenue		1,928,253			1,928,253
Other current liabilities		6,194,911			1,591,922
Due to preferred shareholders		1,416,312			1,416,313
Total Current Liabilities		159,~~451~~380,~~787~~315			1410,~~638~~194,~~975~~061
TOTAL LIABILITIES		159,~~451~~380,~~787~~315			1410,~~638~~194,~~975~~061
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY
Preferred stock, $.10 par value, 10,000,000 shares authorized, 2,426,870 and 2,717,638 issued and outstanding		242,687			261,460
Preferred stock, $.10 par value, 10,000,000 shares authorized, 2,424,812 and 2,614,600 issued and outstanding		242,418			242,418
Common stock, $0.001 par value, 900,000,000 shares authorized; 169,823,107 and 20,121,010 shares issued and outstanding		169,823			78,011
Common stock, $0.001 par value, 900,000,000 shares authorized; 174,823,440 and 78,011,174 shares issued and outstanding		174,823			174,823
Additional paid-in capital		2034,~~468~~971,~~274~~240			1834,~~151~~971,~~756~~240
Shares to be issued		202,800			202,800
Subscription receivable		(3,000	)		(3,~~100~~000	)
Accumulated deficit		(2235,~~700~~034,~~898~~310	)		(3035,~~908~~034,~~777~~310	)
Total Stockholders’ Equity		(3554,~~195,382~~035	)		(12554,~~217,850~~035	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	129,~~256~~934,~~405~~350		$	210,~~421~~748,~~125~~095

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 September 30						Nine Months Ended September 30
	2023			2022
	2022			2021			2022		2021
	Three Months Ended
	(unaudited)			(unaudited)			(unaudited)		(unaudited)
	March 31
REVENUES	$	18,245,469		$	11,143,539			54,513,832		39,863,450
	2023			2022
COST OF SALES		15,589,862			11,239,661			46,685,822		38,461,445
	(unaudited)			(unaudited)
GROSS PROFIT		2,655,607			(96,122	)		7,828,010		1,402,005
REVENUES	$	4,247		$	17,660,827
OPERATING EXPENSES
COST OF SALES		2,190			15,243,672
Insurance expense		-						-
GROSS PROFIT		2,057			2,417,155
Professional fees		34,189			77,408			142,204		272,816
OPERATING EXPENSES
General and administrative		1,014,552			520,745			2,246,999		1,528,344
Professional fees		10,000			109,915
Payroll expense		548,400			382,553			1,532,481		961,041
General and administrative		26,000			483,950
Sales expense		-			117			~~117~~		~~468~~
Travel		12,436			10,723			57,621		75,106
Officers’ fees		-			-
Other expenses		-			117,001			-		1,861,076
Payroll expense		20,732			445,692
TOTAL OPERATING EXPENSES		1,609,578			1,108,547			3,979,423		4,698,851
Travel		0			22,707
INCOME FROM OPERATIONS		1,046,030			(1,204,669	)		3,848,588		(3,296,846	)
TOTAL OPERATING EXPENSES		56,732			1,062,381
TOTAL OTHER INCOME (EXPENSES)		(46,604	)		(3,863,058	)		2,697,704		(7,456,812	)
INCOME FROM OPERATIONS		(54,675	)		1,354,774
INCOME BEFORE TAXES		999,426			(5,067,727	)		6,546,291		(10,753,658	)
OTHER INCOME (EXPENSES)
INCOME TAXES		-						-
Interest expense		-			(673,591	)
NET INCOME (LOSS)	$	999,426			(5,067,727	)		6,546,291		(10,753,658	)
Interest income		-			-
NET INCOME PER COMMON SHARE, BASIC AND DILUTED	$	0.01			(0.25	)		0.04		(0.53	)
Financing fees		-			(105,500	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		166,823,107			20,121,010			166,823,107		20,121,010
Gain (loss) on issuance of convertible debt
Gain (loss) on revaluation of derivative		-			2,574,704
Gain (loss) on securities		-			-
Other income (expense)		-			199,958
TOTAL OTHER INCOME (EXPENSES)		-			1,995,571
INCOME BEFORE TAXES		(54,675	)		3,350,345
INCOME TAXES		-			-
NET INCOME	$	(54,675	)	$	3,350,345
NET INCOME PER COMMON SHARE, BASIC AND DILUTED	$	.00		$	.03
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		174,823,440			105,861,903

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)

	Shares			Amount			Shares			Amount			Capital			Receivable		Deficit			Equity
	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		695,597		$	696			800,000		$	80,000		$	4,445,369		$	18,458	$	(7,785,356	)	$	(3,240,837	)

Common stock issued for services		399,155			395									96,418			65,050		527,349			689,216
Common stock issued for convertible debt & financing fees		16,644,644			16,647									1,376,986								1,393,633
Common stock issued for conversion of warrants		3,273,375			3,273									28,941								32,214
Common stock issued for conversion of preferred stock		9,537,500			9,539			(977,605	)		(97,761	)		101,217								12,995
Preferred stock issued for cash								15,300			1,530			126,470								128,000
Preferred stock issued for financing fees								20,750			2,075			205,425								207,500
Preferred stock issued for services								16,000			1,600			854,922			89,192					945,714
Preferred stock issued for exchanged warrants								2,851,318			285,132			(285,132	)							-
Warrants issued with convertible debt														285,014								285,014
Retirement of derivative liability														3,768,766								3,768,766
Warrant down-round														1,575,068					(1,575,068	)		-
Excess shares issued with reverse split		111,860			112									(112	)							-
Net income for period ending December 31, 2020																			(8,255,367	)		(8,255,367	)
Balance, December 31, 2020		30,662,131		$	30,662			2,725,763		$	272,576		$	12,579,352		$	172,700		(17,088,442	)		(4,033,151	)

Common stock issued for services		2,000,000			2,000			-			-			198,000			27,000		-			227,000
Common stock issued for convertible debt & financing fees		8,464,182			8,464			-			-			417,305			-		-			425,769
Common stock issued for conversion of preferred stock		17,639,635			17,640			(15,512	)		(1,552	)		(14,830	)		-		-			1,258
Preferred stock issued for cash		(150,000	)		(151	)		85			10			1,683,812			-		4,076,338			5,760,009
Preferred shares issued for services		-			-			20,182			2,018			99,800			-		-			101,818
Retirement of derivative liabilities		-			-			-			-			1,996,022			-		-			1,996,022
Warrants issued with convertible debt		-			-			-			-			506,674			-		-			506,674
Common stock issued for conversion of warrants		11,392,042			11,392			-			-			(11,392	)		-		-			-
Common stock issued for cancellation of preferred shares		2,000,000			2,000			(16,902	)		(1,690	)		417,345			-		-			417,655
Retirement of preferred shares		-			-			(90,300	)		(9,030	)		176,721			-		-			167,691
Common stock issued for preferred debt holder		6,000,000			6,000			(8,716	)		(872	)		102,950			-		-			108,078
Excess shares issued with split correction		3,184			4			-			-			(4	)		-		-			-
Net income for period ending December 31, 2021																			(17,896,673	)		(17,896,673	)
Balance, December 31, 2021		78,011,174		$	78,011			2,614,600		$	261,460		$	18,151,756		$	199,700	$	(30,908,777	)	$	(12,217,850	)

Balance		174,823,440		$	174,823			2,424,812		$	242,481		$	34,971,240		$	199,800	$	35,034,310		$	(554,035	)
Common stock issued for services		600,000			600			-			-			(600	)		-		-			-
Common stock issued for convertible debt & financing fees		22,529,049			22,529			-			-			17,683,339			-		-			17,705,868
Common stock issued for conversion of preferred stock		39,928,709			39,928			(180,793	)		(18,080	)		(22,791	)		-		-			(942	)
Retirement of derivative liabilities		-			-			-			-			462,432			-		-			462,432
Warrants issued with convertible debt		5,167,206			5,167			-			-			19,831			-		-			24,999
Common stock issued for preferred debt holder		14,623,764			14,624			(14,162	)		(1,416	)		162,401			-		-			175,609
common stock issued for other equity investments		13,963,538			13,964			5,167			517			(1,485,128	)		100		86,519			(1,384,028	)
Net income for period ending March 31, 2023																			(4,212,053	)		(4,212,053	)
Net income																			(4,212,053	)		(4,212,053	)
Balance, March 31, 2023		174,823,440		$	174,823			2,424,812		$	242,481		$	34,971,240		$	199,800	$	35,034,310		$	(554,035	)
Balance		174,823,440		$	174,823			2,424,812		$	242,481		$	34,971,240		$	199,800	$	35,034,310		$	(554,035	)

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

	Nine Months Ended September 30,
	2023			2022
	2022			2021
	Three Months Ended
	March 31,
	2023			2022
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	6(54,~~546,291~~675	)	$	~~(10~~3,~~753~~350,~~658~~345	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Loss (gain) on revaluation of derivative liability		(3,037,136	)		(123,364	)
Amortization of debt discount					441,140
Financing fees		-			-
Common stock issued for services		-			-
Preferred stock issued for services		-			-
Financing fees for conversion of preferred stock		-			-
Financing fees for convertible debt		-			79,750
Loss (Gain) on revaluation of derivative liability		-			(2,574,704	)
Common stock issued for financing fees		-			15,750
Changes in assets and liabilities:
Decrease (increase) in prepaids					-
Decrease (increase) in accounts receivable					(1,275,726	)
Increase (decrease) in accounts payable		~~527~~(836,~~292~~495	)		4514,~~439~~790
Increase (decrease) in accrued interest		~~45,590~~-			5799,~~322~~629
Increase (decrease) in prepaid revenue		-			(52,~~315~~063,745	)
Increase (decrease) in accrued expense		~~(699,125~~-	)		11(3,~~546~~018	)
Increase (decrease) in due to preferred shareholders		(175,609	)		(300,000	)
Net cash used by operating activities		(891,170	)		(1,415,789	)
Increase (decrease) in due to other current assets/liabilities		(2,892,719	)		7,587,322
Net cash used by operating activities		314,584			(3,521,708	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments		-			(95,718	)
Note receivable		-			(81,000	)
Net cash used by investing activities		-			(9581,~~718~~000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of preferred stock		~~(18,773~~	)		~~103,000~~
Proceeds from convertible debt, net		~~(513,717~~-	)		~~238,658~~
Proceeds from sale of common stock and warrants, net		91,812			-
Proceeds from note payable		22,000
Proceeds from note payable		591,968			3,585,000
Proceeds from short term loan		-			1,707,838
Net proceeds/payments from short term loans					(617,932	)
Payment on convertible debt		-			-
Net cash provided by financing activities		151,291			3,308,726
Payment on short term loan		-			(70,000
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		465,875			(308,700	)
Net cash provided by financing activities		22,000			1,637,838
Cash, beginning of period		319,613			628,313
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		(869,170	)		141,049
Cash, end of period	$	785,488		$	319,613
Cash, beginning of period		836,495			319,613
Cash, end of period	$	22,750		$	460,662
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Common stock issued for convertible debt	$	~~8,667~~-		$	11288,~~376~~929
Derivative liabilities	$	-		$	-
Common stock issued for investment	$	-		$	100,000

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)

~~September~~March 3031, ~~2022~~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 August 4, 1932 for the purpose of mining and exploring for non-ferrous and precious metals, primarily silver, lead and copper. Until April 16, 2019, the Company had two wholly owned subsidiaries, Nomadic Gold Mines, Inc., an Alaska corporation, and Lander Gold Mines, Inc., a Wyoming corporation (the “MMMM Mining Subsidiaries”).

On March 22, 2019 the Company entered into two separate Share Exchange Agreements pursuant to which it agreed to acquire 100% 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 400,000 shares of Series C Preferred Stock, issued to the control shareholders of each of NuAxess and PR345, n/k/a OpenAxess and 400,000 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 75% of its equity interests in the MMMM Mining Subsidiaries for $10, 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 100 million shares to 900 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.

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 ~~September~~March 3031, ~~2020~~2023 and December 31, ~~2020~~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.

5At March 31, 2023 and December 31, 2022 the Company did not have any assets measured at fair value other than cash and deposits. At March 31, 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 March 31, 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 $2235,~~700~~034,~~898~~310.

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 ~~the operations of~~ its ~~two~~future ~~wholly~~operations ~~owned subsidiaries, NuAxess and PR345,~~ by potential sales of its common stock ~~and/~~ or by issuing debt securities ~~to institutional investors~~. However, there is no assurance that the Company will be able to ~~achieve these~~generate ~~objectives,~~sufficient ~~therefore~~equity ~~substantial~~and/or ~~doubt~~debt ~~about~~capital ~~its~~at ~~ability~~terms toand ~~continue~~conditions assatisfactory aof ~~going concern exists~~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 March 31, 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.

NOTE 3 – SHARE EXCHANGE AND ASSIGNMENT AGREEMENT

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 75% of the capital stock of the MMMM Mining Subsidiaries from the Company for cash consideration of $10 plus the assumption by Aurum of all of the liabilities of the Mining Subsidiaries. On the date of closing of the MBO Agreement, the Company made a payment of $100,000 to Aurum, which proceeds were to be used by Aurum to fund the operations of the MMMM Mining Subsidiaries. The MBO Agreement also required the Company to allocate a portion of the proceeds received by the Company under the Crown Bridge Equity Line, if any, to pay Aurum for the operations of the MMMM Mining Subsidiaries, among other terms and conditions. In connection with the MBO Agreement, Aurum assumed all of the liabilities of the MMMM Mining Subsidiaries, which were disclosed to the Company as totaling approximately $96,673. As a result of this transaction, a loss of $403,327 was recorded.

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NOTE 4 – CONVERTIBLE DEBT

Outstanding Convertible Debt

On or about ~~November~~April 429, ~~2021~~2019, the Company issued a convertible promissory note to ananother institutional investor for the principal sum of $2566,000, together with interest at the rate of 812% per annum, with a maturity date of ~~November~~April 429, ~~2022~~2020. During the period ended ~~December 31~~September 30, 2021, $~~312~~3,993 of regular interest ~~and $3~~,~~904~~ ~~of debt discount~~ was expensed. On or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity date of November 4, 2022. During the period ended December 31, 2021, $~~624~~3,993 of regular interest ~~and $7,808 of debt discount~~ was expensed. On or about ~~November~~May 47, ~~2021~~2019, the Company issued a convertible promissory note to ananother institutional investor for the principal sum of $2550,000, together with interest at the rate of 812% per annum, with a maturity date of ~~November~~May 47, ~~2022~~2020. ~~During the period ended December 31, 2021, $312 of regular interest and $4,318 of debt discount was expensed.~~ On orApril ~~about November 4~~5, 2021, the ~~Company issued a convertible promissory note to an institutional~~ investor ~~for the principal sum of $50,000, together with interest at the rate of 8% per annum, with~~converted ~~a maturity date of November 4, 2022. During~~ the ~~period~~outstanding ended December 31, 2021, $624 of regular interest and $8,636 of debt discount was expensed. On or about November 9, 2021, the Company issued a convertible promissory note to an institutional investor for the principal ~~sum~~ ofinto ~~$220~~925,~~000,~~930 ~~together~~shares ~~with interest at the rate~~ of 8%common ~~per annum~~stock, ~~with a maturity date of November 9, 2022. During the period ended December 31, 2021,~~ $215,~~542~~918 of ~~regular~~accrued interest ~~and~~remains ~~$27,405 of debt discount, and $3,937 in derivative liability discount was expensed~~outstanding. On or about April 29, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $66,000, together with interest at the rate of 12% per annum, with a maturity date of April 29, 2020. During the period ended September 30, 2021, $3,993 of regular interest, was expensed. During the period ended December 31, 2021, $3,993 of regular interest was expensed.

On or about ~~May~~August 74, ~~2019~~2021, the Company issued a convertible promissory note to ~~another~~an institutional investor for the principal sum of $50660,000, together with interest at the rate of 128% per annum, with a maturity date of ~~May~~August 74, ~~2020~~2022. During the period ended December 31, 2021, $13,308 of regular interest and $166,356 of debt discount was expensed. On or about August 10, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $150,000, together with interest at the rate of 8% per annum, with a maturity date of August 10, 2022.

During the period ended December 31, 2021, $3,024.66 of regular interest and $37,498.63 of debt discount was expensed. On or about August ~~April~~13, 52021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $137,500, together with interest at the rate of 8% per annum, with a maturity date of August 13, 2022. On or about August 20, 2021, the Company issued a convertible promissory note to an institutional investor ~~converted~~for the ~~outstanding~~principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity date of August 20, 2022. During the period ended December 31, 2021, $312 of regular interest and $4,318 of debt discount was expensed. During the period ended December 31, 2021, $1,008 of regular interest, $8,241 of debt discount and $4,362 of derivative liability discount was expensed. On or about September 20, 2021, the Company issued a convertible promissory note to an institutional investor for the principal ~~into~~sum ~~925~~of $110,~~930~~000, ~~shares~~together with interest at the rate of ~~common~~8% ~~stock~~per annum, with a maturity date of September 20, 2022. On or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $1525,~~918~~000, together with interest at the rate of ~~accrued~~8% per annum, with a maturity date of November 4, 2022. During the period ended December 31, 2021, $312 of regular interest ~~remains~~and $3,904 of debt discount was expensed. On ~~outstanding~~or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity date of November 4, 2022. During the period ended December 31, 2021, $624 of regular interest and $7,808 of debt discount was expensed. On or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $25,000, together with interest at the rate of 8% per annum, with a maturity date of November 4, 2022. During the period ended December 31, 2021, $2,811 of regular interest, $30,499 of debt discount and $4,159 of derivative liability discount was expensed. On or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity date of November 4, 2022. During the period ended December 31, 2021, $624 of regular interest and $8,636 of debt discount was expensed. On or about November 9, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $220,000, together with interest at the rate of 8% per annum, with a maturity date of November 9, 2022. During the period ended December 31, 2021, $2,542 of regular interest and $27,405 of debt discount, and $3,937 in derivative liability discount was expensed. On or about May 27, 2022, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity date of May 27, 2023. On or about October 18, 2022, the Company issued a convertible promissory note to an institutional investor for the principal sum of $111,111.11, together with interest at the rate of 8% per annum, with a maturity date of October 18, 2023. On or about November 2, 2022, the Company issued a convertible promissory note to an institutional investor for the principal sum of $111,111.11, together with interest at the rate of 8% per annum, with a maturity date of November 2, 2023.

On or about August 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $660,000, together with interest at the rate of 8% per annum, with a maturity date of August 4, 2022. During the period ended December 31, 2021, $13,308 of regular interest and $166,356 of debt discount was expensed. On or about August 10, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $150,000, together with interest at the rate of 8% per annum, with a maturity date of August 10, 2022. During the period ended December 31, 2021, $3,024.66 of regular interest and $37,498.63 of debt discount was expensed. On or about August 13, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $137,500, together with interest at the rate of 8% per annum, with a maturity date of August 13, 2022. During the period ended December 31, 2021, $2,811 of regular interest, $30,499 of debt discount and $4,159 of derivative liability discount was expensed. On or about August 20, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity date of August 20, 2022. During the period ended December31, 2021, $1,008 of regular interest, $8,241 of debt discount and $4,362 of derivative liability discount was expensed. On or about September 20, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $110,000, together with interest at the rate of 8% per annum, with a maturity date of September 20, 2022.9

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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 $4,200,000, which sum has been received by the Company in full. A Promissory was issued at closing, the Note bears interest at 18% per annum based on a 360-day year and is due eighteen months from the funding day. The Company pays interest monthly in the amount greater of $63,000 or 4% of the collections received by the Company. The Company has authorized the lender to apply the portion of each collections payment that exceeds the monthly interest amount to future monthly interest amount scheduled through the maturity date, at which time such excess payments shall be applied to the principle of the loan The MSLA is not convertible to the Company’s stock unless in the event of a material uncured default of the MSLA. The MSLA further provides for additional incremental loans in tranches of $1,000,000 per every 500 insured lives added by the Company, up to a maximum of 65,000 insured lives, or $130,000,000. During the period ended March 31, 2023, the Company paid $199,234 in interest.

On February 2, 2022, the Company received an additional $600,000.

NOTE 6 – COMMON AND PREFERRED STOCK

Upon formation the authorized capital of the Company was 2,000,000 shares of common stock with a par value of $.05, in 1953 the Company increased the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares of common stock, and in 2014 the Company increased the authorized capital to 100,000,000 shares of common stock with a par value of $.001 and 10,000,000 shares of preferred stock with a par value of $.10. On May 13, 2019, the Company filed a DEF 14C approving the increase in authorized shares of common stock from 100,000,000 shares to 900,000,000 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~~ 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 $0.10 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 $0.16, which price was based on the closing price of the Company’s Common Stock of $0.16 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 Voting Preferred Stock shall be entitled to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. The Company filed the Certificate of Designation with the Secretary of State of Idaho on March 21, 2019. In connection with the closing of the SEAs and the MBO Agreement, Mr. Karasik transferred and assigned the Series B Preferred Stock to Pat Dileo, the Company’s CEO and Chairman. During the period ended December 31, 2021, Pat Dileo transferred and assigned the Series B Preferred Stock to the current CEO and Chairman, Joseph Frontiere.

During the period ended December 31, 2021, Pat Dileo transferred and assigned the Series B Preferred Stock to the current CEO and Chairman, Joseph Frontiere.

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 400,000 shares of Series C Convertible Preferred Stock par value $0.10 and 400,000 shares of Series D Convertible Preferred Stock par value $0.10, 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 193,101 Series C and Series D Shares into a total of 23,396,128 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 25,000 shares of Series E Convertible Preferred Stock with par value $0.10 and stated value $10.

On April 8, 2019, the Company issued 18,182 shares of Series E Convertible Preferred Stock (“Series E Preferred”) to an institutional investor in consideration for funding the $100,000 payment made to Aurum pursuant to the MBO Agreement.

During the quarter ended March 31, 2021, a total of 1,365 shares of Series E Convertible Preferred stock were converted into 2,150,000 shares of common stock.

During the quarter ended June 30, 2021, the Company issued 2,000,000 shares of common stock and 1,000,000 warrants valued at $139,346 for the extinguishment of the Series E Preferred Stock. A loss on extinguishment was recorded in the amount of $417,655.

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 20,750 shares of Series F Convertible Preferred Stock with par value $0.10 and stated value $10.

During the period ended March 31, 2020, 50 shares of Series F Preferred Stock were converted into 43,750 shares of common stock. During the period ended June 30, 2020, 11,870 shares of Series F Preferred Stock were converted into 3,217,500 shares of common stock. During the period ended September 30, 2020, 5,430 of the outstanding shares of Series F Preferred Stock were converted into 1,420,000 shares of common stock.

On October 2, 2020, the 3,400 remaining outstanding shares of Series F Preferred Stock was converted into 881,250 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 2,000,000 shares of 13% Series G Cumulative Redeemable Perpetual Preferred Stock, par value $0.10 and a stated value of $25 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.

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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 50,000 shares of Series M Convertible Preferred Stock with par value $0.10.

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 11,500 shares of a Series M Convertible Preferred Stock.

During the quarter ended September 30, 2020, the Company issued 11,500 shares of Series M Preferred Shares to consultants for services valued at $691,214. One shareholder converted 1,500 shares into 75,000 shares of common stock.

During the quarter ended December 31, 2020 the Company issued 4,500 shares of Series M Preferred Shares for 225,000 shares of common shares that had previously been disclosed as “shares to be issued”.

During the quarter ended March 31, 2021, a total of 6,000 shares of Series M Convertible Preferred stock were converted into 300,000 shares of common stock.

During the quarter ended June 30, 2021, there was no activity.

During the quarter ended September 30, 2021, the 4,500 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 2,851,318 shares of Series A Convertible Preferred Stock with par value $0.10.

During the quarter ended September 30, 2020, 950,000 shares of Series A Preferred Stock were converted into 950,000 shares of common stock.

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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 5,000 shares of Series H Convertible Preferred Stock with par value $0.10 and stated value $10. The shares were issued for cash of $25,000.

During the quarter ended March 31, 2021, a total of 1,259 shares of Series H Convertible Preferred stock were converted into 599,733 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 1,000,000 shares of Series O 7% Redeemable Cumulative Preferred Stock, par value $0.10 and a stated value of $12.50.

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 100,000 shares of Series N Convertible Preferred Stock with par value $0.10.

On November 27, 2020 the Company issued 10,300 of Series N Preferred Stock for cash of $103,000 and paid $3,000 in fees related to the issuance.

During the quarter ended June 30, 2021, the Company paid $136,933 to extinguish the Series N Convertible Preferred Stock. A loss on extinguishment was recorded in the amount of $33,933.

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 100,000 shares of Series R Convertible Preferred Stock with par value $0.10.

On December 3, 2021, the Company issued 2,000 shares of Series R Preferred Stock for services in the amount of $100,000.

On February 28, 2022, the holders of shares of Series R Convertible Preferred Stock converted a total of 2,000 Series R Shares into a total of 2,000,000 shares of Common Stock.

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The shares of Preferred Stock outstanding at June 30, 2022 and December 31, 2021

	Period Ended
Preferred Stock Series	September 30, 2022		December 31, 2021
A		1,901,318		1,901,318
B		1		1
C		200,000		383,256
D		297,122		311,284
E		-		-
F		-		-
H		3,741		3,741
M		13,000		13,000
N		-		-
R		-		2,000
Total		2,415,182		2,614,600

Common Stock

~~During~~On ~~the~~February ~~three-month period ended March 31~~23, ~~2021~~2020, the Company ~~issued~~implemented ~~2,004,361~~a ~~shares~~1 for 100 reverse split of its outstanding common stock ~~for~~ (the ~~conversion~~“Reverse ~~of convertible debt~~Split”). ~~valued~~All atissuances ~~$105,000~~for ~~and~~services ~~50,318~~are ~~for~~valued aat ~~commitment~~market ~~share~~price ~~adjustment~~on ~~related~~the toapproximate ~~convertible~~date ~~debt~~of ~~valued~~service atunless ~~$11,020~~otherwise noted.

During the three-month period ended December 31, 2019, the Company authorized for issuance 66,666 shares of common stock valued at $2,158 for investor relations, these are disclosed on the balance sheet as shares to be issued.

On December 5, 2019, the Company issued 7,819 shares of common stock for the conversion of principal of $7,000 and accrued interest of $460 at a conversion price of $0.009541.

During the three-month period ended March 31, 2020, the Company issued 5,000 shares of stock for services and recorded an additional 5,000 shares as “to be issued” for a total value of $40,000; 130,094 shares of common stock for the conversion of principal of $68,287, accrued interest of $13,342 and financing fees of $1,750; 43,750 shares of common stock for the conversion of 50 shares of Series F Preferred Stock

During the three-month period ended June 30, 2020, the Company issued 8,970,724 shares of common stock for the conversion of convertible debt; 1,074,302 shares of common stock for conversion of warrants; 3,217,500 shares of common stock for conversion of 11,870 shares of Series F Preferred Stock and 200,000 shares for services valued at $77,500.

During the three-month period ended September 30, 2020, the Company issued 2,267,183 shares of common stock for the conversion of convertible debt valued at $203,180; 3,395,000 shares of common stock for conversion of preferred stock (see above); and 10,000 shares of common stock for services that had previously been recorded as “stock to be issued” Additionally, 750,000 shares were recorded as stock to be issued for services in the amount of $255,000.

During the three-month period ended December 31, 2020, the Company issued 5,276,643 shares of common stock for the conversion of convertible debt valued at $321,015; 164,155 shares of common stock for the issuance of convertible debt valued at $32,688. The $32,688 was recorded as debt discount and will be amortized over the life of the notes; 20,000 shares of common stock for financing fees valued at $4,340; 2,881,250 for the conversion of preferred stock (see above); and 2,199,073 for conversion of warrants. Additionally, 230,659 shares of common stock were authorized for issuance valued at $45,050, the shares are disclosed in “to be issued”.

During the three-month period ended March 31, 2021, the Company issued 2,004,361 shares of common stock for the conversion of convertible debt valued at $105,000 and 50,318 for a commitment share adjustment related to convertible debt valued at $11,020.

During the three-month period ended June 30, 2021, the Company issued 6,409,503 shares of common stock for the conversion of convertible debt valued at $309,750 and 2,000,000 shares of common stock and 1,000,000 warrants for the conversion of 16,902 shares of Series E Preferred Stock. (See above)

During the three-month period ended September 30, 2021, the Company issued 7,839,902 shares of common stock for conversion of preferred shares; 8,429,542 shares for conversion of warrants and 2,800,000 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 3,100,000 shares of common stock for conversion of preferred shares; 2,962,500 shares for conversion of warrants and 3,200,000 shares of common stock for conversion reserved preferred shares for debt due to preferred shareholders. (See above.) Additionally, the Company issued 2,000,000 shares of common stock for services valued at $200,000.

During the three-month period ended March 31, 2022, the Company issued ~~10,772,364~~a ~~shares~~total of ~~common stock for conversion of preferred shares; 3~~38,~~210~~773,~~326~~121 shares ~~for conversion~~ of ~~convertible debt; 14,623,764 shares of~~ common stock ~~for~~related ~~conversion~~to ~~reserved~~convertible ~~preferred shares for~~ debt, ~~due~~financing ~~to preferred shareholders (see above); 10~~fees,~~000~~ ~~shares~~retirement of ~~common~~derivative ~~stock~~liability ~~for an investment valued at $100,000~~ and ~~166,667~~conversion ~~shares~~ of ~~common stock~~preferred ~~for financing fees~~stock.

During the three-month period ended June 30, 2022, the Company issued 11,656,345 shares of common stock for conversion of preferred shares; 5,985,122 shares for conversion of convertible debt and 963,213 shares of common stock for financing fees.14

During the three-month period ended September 30, 2022, the Company issued 17,500,000 shares of common stock for conversion of preferred shares; 8,666,926 shares for conversion of convertible debt and 100,000 shares of common stock for services.

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~~The~~During ~~following~~the ~~warrants~~three-month ~~were~~period ~~outstanding~~ended atJune ~~September~~ 30, 2022:, the Company issued a total of 26,772,211 shares of common stock related to convertible debt, financing fees, issuance of warrants and conversion of preferred stock.

Warrant Type	Warrants Issued and Unexercised		Exercise Price		Expiration Date
Warrants*		1,666,667	$	0.02	December 2024
Warrants*		1,249,995	$	0.60	July 2023
Warrants		3,000,000	$	1.00	June 2024
Warrants		7,333,333	$	0.09	August 2026
Warrants		1,666,667		0.09	August 2026
Warrants		550,000		0.09	August 2026
Warrants		555,555		0.09	August 2026
Warrants		1,222,222		0.09	August 2026
Warrants		1,252,526		0.09-0.30	November 2026

During the three-month period ended September 30, 2022, the Company issued a total of 26,266,934 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 5,000,000 shares of common stock related to convertible debt, financing fees, services, and conversion of preferred stock.

The following warrants were outstanding at March 31, 2023:

SUMMARY OF WARRANTS OUTSTANDING

Warrant Type	Warrants Issued and Unexercised		Exercise Price		Expiration Date
Warrants*		1,666,667	$	0.02	December 2024
Warrants*		1,249,995	$	0.60	July 2023
Warrants		3,000,000	$	1.00	June 2024
Warrants		7,333,333	$	0.09	August 2026
Warrants		1,666,667	$	0.09	August 2026
Warrants		550,000	$	0.09	August 2026
Warrants		555,555	$	0.09	August 2026
Warrants		1,222,222	$	0.09	August 2026
Warrants		1,252,526	$	0.09-0.30	November 2026

Each of these warrants have a down round feature that have been triggered by certain events resulting in recognition of the down round. The accounting recognition of the triggered down round features, which have the same accounting effect as a “dividend”, has a cumulatively reduced retained earnings by $1,575,068 and increased the outstanding number of warrants.

The following warrants were outstanding at December 31, 2021:

Warrant Type	Warrants Issued and Unexercised		Exercise Price		Expiration Date
Warrants		10,000	$	5.00	December 2021
Warrants		5,000	$	10.00	December 2021
Warrants		16,666,667	$	0.02	December 2024
Warrants		1,249,995	$	0.60	July 2023
Warrants		3,000,000	$	1.00	June 2024
Warrants		7,333,333	$	0.09	August 2026
Warrants		1,666,667		0.09	August 2026
Warrants		550,000		0.09	August 2026
Warrants		555,555		0.09	August 2026
Warrants		1,222,222		00.09	August 2026
Warrants		1,252,526		.09-0.30	November 2026

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 $15,000. $3,000 was converted to 300,000 shares of common stock and $5,000 was repaid in cash. The note bears interest at a rate of 10% beginning on July 24, 2016, the balance of principal and interest at December 31, 2021 and 2020 was $12,095 and $11,045, respectively.

During the year ended September 30, 2017 the Company issued two notes payable to Premium Exploration Mining in the amount of $35,000 and $15,000 each having an interest rate of 5%, the balance of principal and interest at December 31, 2021 and 2020 was $70,399 and $65,235, respectively, the companies had directors in common at the time of the transaction.

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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 ~~December31~~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.

~~Deferred~~NOTE ~~income~~9 ~~taxes~~– ~~reflect~~SUBSEQUENT ~~the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.~~EVENTS

On ~~December~~or ~~22,~~about ~~2017~~April ~~H.R.~~ 1, ~~originally known as the Tax Cuts and Jobs Act~~2023, (the ~~“Tax~~Company ~~Act”)~~initiated ~~was~~an ~~enacted.~~arbitration ~~Among~~proceeding ~~the~~entitled ~~significant changes~~Quad toM ~~the~~Solutions, UInc.S., ~~Internal~~NuAxess ~~Revenue Code~~2, ~~the Tax Act lowered the U~~Inc.S. ~~federal~~and ~~corporate income tax rate (“Federal Tax Rate”)~~Joseph ~~from~~Frontiere ~~35%~~v. toTVT ~~21% effective January 1, 2018~~2.0 ~~The~~LLC ~~Company~~and ~~will~~Andrew ~~compute its income tax expense for the December 31~~Fellus, ~~2017~~seeking ~~fiscal~~damages ~~year~~based ~~using a~~on ~~Federal~~fraud ~~Tax~~and ~~Rate~~RICO ~~of 21%~~claims. The ~~remeasurement~~action ofis ~~the~~pending ~~deferred~~Respondents’ response ~~tax assets resulted in a $68,010 reduction in tax assets~~ to ~~$885,961 from an estimate of $953,971 that~~ the ~~assets~~demand ~~would~~for ~~have been using a 35% effective tax rate~~arbitration.

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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 ~~September~~March 3031, ~~2022~~2023 compared to the Three Months Ended ~~September~~March 3031, ~~2021~~2022

Revenue

During the three months ended ~~September~~Mach 3031, ~~2022~~2023 and ~~September~~March 3031, ~~2021~~2022 the Company received $184,~~245,469~~247 and $1117,~~143~~660,~~539~~827, respectively in revenue ~~principally~~ principally from insurance premiums and we incurred $152,~~589,862~~190 and $1115,~~239~~243,~~661~~672 in expense directly related to this revenue.

Expenses

Operating expenses for the three-month period ended ~~September~~March 3031, ~~2022~~2023 was $156,~~609,578~~732 compared to $1,~~108~~062,~~547~~381 for the same period of the prior year. The main components of general and administrative expenses for the three-month period ended March 31, 2023 consisted of approximately $10,000 of professional fees, $26,000 in general and administrative expenses, and $20,732 in payroll expenses.

Working Capital

The Company’s net ~~profit~~loss for the three month-period ended ~~Sep~~March 3031, ~~2022~~2023 was $~~999~~54,~~426~~675 ~~compared~~a tosignificant adecrease over the net ~~loss~~gain of $51,~~067~~354,~~727~~ 774 at ~~September 30~~March 31, ~~2021~~2022. ~~This~~During ~~net~~the ~~profit~~three ismonths ~~due~~ended ~~primarily~~March to31, an2023, ~~increase~~our inprincipal ~~revenue~~sources ~~and~~of ~~rationalization~~liquidity ofwere ~~COGs~~receipt ~~and~~from ~~SG&A~~notes payable.

During the three months ended September 30, 2022, our principal sources of liquidity included cash received from notes payable and operations. During the three months ended September 30, 2022 our principal source of liquidity included proceeds from short term loans. We intend to use new capital in the form of new equity or debt to further advance objectives. Net cash from and used for operating activities totaled $314,584 and $3,521,708 for the nine months ending September 30, 2022 and 2021, respectively. Net cash provided by financing activities totaled $151,291 and $3,308,726 for the nine-month periods ending September 30, 2022 and 2021, respectively. The change between 2022 and 2021 is primarily attributed to an increase revenue and proceeds from short term loans in 2022 as compared to 2021.17

As reflected in our accompanying financial statements, we have an accumulated deficit of $22,700,898 and $30,908,777 for the nine-month period ending September 30, 2022 and year ended December 31, 2021, respectively. Notwithstanding our belief that we will be able to continue to raise capital through the issuance of convertible notes 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, 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.

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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 ~~September~~March 3031, ~~2022~~2023, we conducted an evaluation, under the supervision and participation of management including our ~~chief~~Interim ~~executive~~Chief Executive ~~officer~~Officer and ~~chief~~Chief ~~financial~~Financial ~~officer~~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 ~~September~~March 3031, ~~2022~~2023 our internal controls and procedures require additional ~~improvement~~ 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 ~~September~~March 3031, ~~2022~~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. ~~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~~

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.

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

~~Risk~~Not Factor: The Company relies substantially on small and mid-size business for its products and services. It is expected that small and mid-size businesses, many of which rely on continuing cash flow to fund day-to-day operations, may be particularly hard hit by the COVID-19 pandemic that has not shown any clear indications of abating. The pandemic has resulted and may continue to result in forced closures and other preventative measures taken by federal, state or local governments. Although government programs have sought, and may further seek, to provide relief to these types of entities, there can be no assurance that these programs will succeed or that the small and mid-size businesses will, in fact, receive funding from the governmental programs. Also, governments in affected areas have and may continue to adopt regulations or promulgate executive orders that restrict or limit financial institutions’ ability to take certain actions with these small and mid-size customers, upon which the Company relies, that they would otherwise take in the ordinary course. At the same time, it may be the case that more customers may seek to draw on existing lines of credit, if any, or seek additional loans to help finance their business operations including the self-insurance and employee benefit services offered by the Company. In addition, COVID-19, which only became a pandemic during the end of the first quarter of fiscal 2020 in the United States, may adversely affect the Company and its customers in unforeseen ways during the remainder of 2020 and perhaps thereafter.applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter ended ~~September~~March 3031, ~~2022,~~2023 ~~8,666,926~~no shares of common stock for the conversion of convertible debt atwe ~~an average conversion price of $~~converted.~~09; 17,500,000 for the conversion of multiple series of preferred stock.~~

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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: November 22, 2022	By:	/s/ Joseph Frontiere
Dated: May 22, 2023	By:	/s/ Joseph Frontiere
		Joseph Frontiere
		Interim Chief Executive Officer (Principal Executive Officer
		Interim Chief Executive Officer (Principal Executive Officer and Principal Financial Officer and Accounting Officer)
		and Principal Financial Officer and Accounting Officer)

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