Quad M Solutions, Inc. - Quarter Report: 2019 March (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the Quarterly Period Ended March 31, 2019

Commission file number: 333-227839

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

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 x 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 x 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.

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 x

As of May 15, 2019, there were 68,777,733 shares of the issuer’s common stock outstanding.

Explanatory Note

On May 13, 2019, Mineral Mountain Mining & Milling Company (the “Company”) filed a Definitive Information Statement on Schedule 14C pursuant to which the Company authorized and approved corporation actions to: (i) increase its authorized shares of common stock, par value $0.001 (“Common Stock”) from 100 million shares to 900 million shares of Common Stock (the “Authorized Common Stock Share Increase”); and (ii) change the name of the Company to Quad M Solutions, Inc. (the “Name Change”) In order to implement the corporation actions, the Company will file Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho. In addition, the Company must file with and obtain approval from FINRA for the Name Change.

Table of Contents

PART I - FINANCIAL INFORMATION 

Item 1. Financial Statements

MINERAL MOUNTAIN MINING & MILLING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

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

MINERAL MOUNTAIN MINING & MILLING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

MINERAL MOUNTAIN MINING & MILLING COMPANY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

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

MINERAL MOUNTAIN MINING & MILLING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

MINERAL MOUNTAIN MINING & MILLING COMPANY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

March 31, 2019

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Mineral Mountain Mining & Milling Company (“the Company”) was incorporated under the laws of the State of Idaho on August 4, 1932 and is publicly held. The Company was incorporated for the purpose of mining and exploring for non-ferrous and precious metals, primarily silver, lead and copper. The Company has two wholly owned subsidiaries, Nomadic Gold Mines, Inc., an Alaska corporation, and Lander Gold Mines, Inc., a Wyoming corporation. The Company currently holds 66 claim blocks in Alaska, through its subsidiary, Nomadic Gold Mines, Inc. 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”).

In order to implement the corporation actions, the Company will file Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho. In addition, the Company must file with and obtain approval from FINRA for the Name Change.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended September 30, 2018. In the opinion of management, the unaudited interim financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the six-month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending September 30, 2019.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Mineral Mountain Mining & Milling Company and its two wholly owned subsidiaries 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 30, 2018and March 31, 2019.

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.

The Company has convertible debt of $25,244 measured at fair value at March 31, 2019.

Going Concern

As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of March 31, 2019, 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 $3,747,185. The Company’s working capital deficit is $284,149.

Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively operating and capital costs.

The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.

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.

NOTE 3 – MINING CLAIMS AND LAND

Alaska Mineral Lease and Option to Purchase

On April 5, 2016, the Company signed a Lease Agreement with Option to Purchase thirty contiguous mining claims known as the Caribou Mining Claims consisting of 4,800 acres in the State of Alaska. The agreement consists of two parts, an Option to Purchase and until such time as the Option to Purchase is exercised, the Agreement is considered a lease. This was a related party transaction.

Option to Purchase

The Option to Purchase may be exercised without pre-payment penalty at any time prior to the ninth anniversary of the effective date of the agreement which would be April 5, 2025 by remitting $5,000,000. In order to maintain the Option to Purchase the Company must make expenditures for work on the property as follows:

Work Expenditure Commitments

Lease

In order to maintain the Option to Purchase the Company shall make the following lease payments.

Lease Payment Obligations

There was additional consideration of 11,200,000 shares of common stock valued at $336,000 recorded as mineral property expense.

In addition, under the agreement a royalty equal to two percent (2%) of the net smelter returns derived by the Company shall be payable, without regard to whether the Option to Purchase has been exercised. No royalties have been incurred as of March 31, 2019 or September 30, 2018.

On August 17, 2018, the Company agreed to an amendment to Lease Agreement with Option to Purchase, with effect on April 18, 2016, for the Caribou Mining Claims modifying the payment schedules for the lease payments and option to purchase to accommodate the Company’s efforts to secure additional capital investment for the Caribou Mining Claims resulting in significant savings and flexibility to the Company.

Lewis Mineral Lease and Option to Purchase

On December 18, 2017, the Company signed a Lease Agreement with Option to Purchase sixteen unpatented mining claims known as the Lewiston Claims and three patented mining claims known as the Hidden Hand, Morris and Casselton Claims, located in the State of Wyoming. The agreement consists of two parts, an option to purchase and until such time as the Option to Purchase is exercised, the Agreement is considered a lease.

Option to Purchase

The Option to Purchase may be exercised without pre-payment penalty at any time prior to the seventh anniversary of the effective date of the agreement which would be December 18, 2024 by remitting $1,000,000. In order to maintain the Option to Purchase the Company must make six annual payments all of which will be credited to the purchase price beginning on December 18, 2018 and continuing until December 18, 2023.

Lease

In order to maintain the Option to Purchase the Company shall make the following lease payments.

Lease Payment Obligations

The parties to the lease amended the payment schedule to indefinitely defer $35,000 in lease payments from the June 18, 2018 and December 18, 2018 payment periods.

There was additional consideration of 500,000 warrants to purchase shares of common stock value.

In addition, under the agreement a royalty equal to three percent (3%) of the net smelter returns derived by the Company shall be payable, without regard to whether the Option to Purchase has been exercised. No royalties have been incurred as of March 31, 2019.

The parties to the lease amended the payment schedule to defer $7,500 in lease payments indefinitely.

Helen G Mineral Lease

On March 8, 2018, the Company signed a Lease Agreement for three patented mining claims known as the Helen G. (a/k/a Allen G), Mill and Star Lode Claims, located in the State of Wyoming.

Under the agreement a royalty shall be paid as follows:

No royalties have been incurred as of March 31, 2019.

Lease

In order to maintain its lease the Company shall make a $2,500 advance royalty payments at execution of the agreement and on each yearly anniversary for as long as the agreement is in effect. These advance royalty payments will be credited to the production royalty payments owed above. The failure of the Company to timely tender the advance royalty payment may terminate this lease.

NOTE 4 – EQUITY PURCHASE AGREEMENT

The Company entered into an Equity Purchase Agreement, dated as of October 1, 2018 (the “Equity Purchase Agreement”), by and between the Company and Crown Bridge Partners, LLC (the “Crown Bridge”) pursuant to which the Company agreed to issue to Crown Bridge shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”), in an amount up to Five Million Dollars ($5,000,000) (the “Shares” or “Put Shares”), in accordance with the terms of the Equity Purchase Agreement the Company issued Crown Bridge 1,428,571 restricted shares of Common Stock as a commitment fee (the “Commitment Shares”), which was recorded as a prepaid financing fee and will be amortized over the commitment period of two years. In connection with the transactions contemplated by the Equity Purchase Agreement, the Company also entered into a Registration Rights Agreement with Crown Bridge pursuant to which the Company was required to register with the SEC shares of the Company’s Common Stock, as follows: (1) 8,000,000 Put Shares to be issued to Crown Bridge from time to time under the Equity Purchase Agreement; (2) 1,428,571 Commitment Shares.

The Company filed the registration statement with the SEC, registration no. 333-227839 (the “Registration Statement”). The Registration Statement was declared effective by the SEC on March 8, 2019.

The Company intends to use the proceeds of the revolving credit line for general corporate purposes, which may include (i) acquisitions, (ii) refinancing or repayment of indebtedness, (iii) capital expenditures and working capital, (iv) investing in equipment and property development (which may include funding associated with exploration), and (v) pursuing other business opportunities both related and unrelated to our existing mining activities.

NOTE 5 – CONVERTIBLE DEBT

On or about November 27, 2018, the Company issued a convertible promissory note to Power Up Lending Group Ltd. (“Power Up”) for the principal sum of $63,000, together with interest at 12% per annum, with a maturity date of November 27, 2019 (the “Note”). The Note is convertible at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into shares of Common Stock at a Variable Conversion Price, which is equal to 58% multiplied by the Market Price (as defined below), representing a discount rate of 42%.“Market Price” is defined as the average of the lowest two (2) closing Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan.

The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.1770 was $131,158 using a binomial pricing model and was calculated as a discount to the Note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs and amounts discussed immediately below), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the Note. Because of the derivative nature of the $131,158 valuation of the conversion feature, $71,158 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt.

On or about February 22, 2019, the Company issued a second convertible promissory note to Power Up for the principal sum of $43,000, together with interest at the rate of 12%per annum, with a maturity date of February 22, 2020. Power Up has the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) closing Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan.

The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.116 was $76,918 using a binomial pricing model and was calculated as a discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs and amounts discussed immediately below), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable. Because of the derivative nature of the $76,918 valuation of the conversion feature, $36,918 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt.

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.

During the year ended September 30, 2018, the Company issued 5,760,000 shares of common stock for cash of $224,100; 1,275,000 shares of common stock for cash of $55,000 that were unissued as of September 30, 2018;300,000 shares of common stock for services valued at $45,500; and 500,000 shares of common stock for reimbursement of mineral claim fees. Additionally, 280,000 warrants were issued for directors fees at an exercise price of $0.02 and a term of two years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.02, risk free interest rate of 1.99%, expected life of two years, and expected volatility of 495.28%. The fair value of the warrants totaled $39,194 at the issuance date and this amount was recorded as equity. Also during the period 60,000 options were exercised at a price of $.02 for cash in the amount of $1200.00

During the three-month period ended December 31, 2018, the Company issued 2,650,000 shares of common stock for cash of $119,000; 1,275,000 shares that were paid for but unissued as of September 30, 2018; 200,000 shares of common stock for services valued at $50,000; 110,000 shares for directors’ fees valued at $22,000; and 4,000,000 shares for settlement of accumulated officers’ fees valued at $80,000.

During the three-month period ended March 31, 2019, the Company issued 1,958,000 shares of common stock for cash of $74,000, 200,000 of which were unissued at March 31, 2019; 1,000,000 shares of common stock for services valued at $230,000; 220,000 shares for officers’ fees valued at $4,000 and 1,428,571 shares valued at $100,000 for prepaid financing fees

On March 21, 2019, we filed a Certificate of Designation amending our Articles of Incorporation and designating the rights and restrictions of 1 share of our Series B Super Voting Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), pursuant to resolutions approved by our Board of Directors (the “Board”) on November 5, 2018. On March 21, 2019, we issued to Sheldon Karasik, our Chief Executive Officer, President and Chairman of the Board, the one share of our Series B Preferred Stock in exchange for $0.16,which price was based on the closing price of our Common Stock as of November 5, 2018 of $0.16, the date the issuance was approved by our Board. Sheldon Karasik, as the holder of our Series B Preferred Stock, is entitled to vote together with the holders of our Common Stock upon all matters that may be submitted to holders of our 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.

Additionally, in 2016, former management of the Company negotiated a contract with M6 Limited, a stock promotion company, in which M6 would collectively receive an advanced payment of 4.3 million shares of Company common stock for certain promotional services. M6 itself received 2 million shares, an affiliated company, Maximum Harvest LLC, received 1.3 million shares and an affiliate of M6, Hahn M. Nguyen, received 1 million shares. In 2018, current management determined that it was not in the best interest of the Company to pursue the services and therefore terminated the contract with M6. The 4.3 million shares of common stock have been rescinded and, with the consent of M6, the process for the physical return of the shares is near completion.

The following warrants were outstanding at March 31, 2019:

NOTE 7 – RELATED PARTY TRANSACTIONS

During the year ended September 30, 2016 the Company issued a note payable to a family member of an 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 March 31, 2019 and September 30, 2018was $9,201 and $9,660, respectively.

Also during the year ended September 30, 2016, the Company through its wholly owned subsidiary, Nomadic Gold Mines, Inc, entered into a lease agreement with option to purchase with Ben Porterfield, a related party. See Note 3.

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 March 31, 2019 and September 30, 2018 was $56,169 and 55,342, respectively, the companies have directors in common.

A family member of an officer provides investor relations consulting services and other administrative functions to the Company, during the period ended March 31, 2019, $35,000 was paid in cash for consulting; during the period ended March 31, 2018, $13,150 was paid in cash.

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 March 31, 2019 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 income taxes reflect 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.

Significant components of the deferred tax assets at an anticipated tax rate 21% for the period ended March 31, 2019 and September 30, 2018 are as follows:

At March 31, 2019 and September 30, 2018, the Company has net operating loss carryforwards of approximately $3,747,187 and $3,026,479 which will begin to expire in the year 2031. The change in the allowance account from September 30, 2018 to March 31, 2019 was $151,349.

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowered the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the December 31, 2017 fiscal year using a Federal Tax Rate of 21%. The remeasurement of the deferred tax assets resulted in a $68,010 reduction in tax assets to $885,961 from an estimate of $953,971 that the assets would have been using a 35% effective tax rate.

NOTE 9 – SUBSEQUENT EVENTS

On April 16, 2019, the Company closed the two Share Exchange Agreements with unaffiliated third parties, one with PR345, Inc. (“PR345”), a newly organized Texas corporation, and one with NuAxess 2, Inc. (“NuAxess”), a newly organized Delaware corporation. Pursuant to these Agreements, the Company acquired all of the capital stock of PR345 and NuAxess in exchange for the issuance to the shareholders of PR345 and NuAxess 400,000 shares of newly authorized Series C Convertible Preferred Stock and 400,000 shares of newly authorized Seried D Convertible Preferred Stock, par value $0.10 per share (the “New Preferred Stock”). The Shares of Series D Convertible Preferred Stock have beneficial ownership limitation provisions.

The entry into the two Agreements was authorized and approved by the Company’s Board in furtherance of the Company’s plan, as disclosed in its registration statement declared effective by the SEC on March 8, 2019, Registration No. 333-227839 (the “Registration Statement”), to diversify its business beyond its historic mining operations of its two subsidiaries, Nomadic Gold Mines, Inc. and Lander Gold Mines, Inc.(the “MMMM Mining Subsidiaries”). The Company also granted Sheldon Karasik or an entity to be formed by him to acquire for a nominal amount 75% of the capital stock of the MMMM Mining Subsidiaries, with the Company retaining 25% of its capital stock.

The Company also agreed that upon the closing of the Agreements, among other conditions, that: (i) Sheldon Karasik shall resign as CEO and Chairman, but shall continue to serve as a director, as will Michael Miller, an independent director; (ii) Felix Keller shall resign as a director; and (iii) Pat Dileo, Carl Dorvil and Derrick Chambers would be appointed to the newly constituted 5 person Board and Pat Dileo would be appointed as CEO and Chairman of the Board.

The Company’s resources, including a substantial portion of the proceeds received under the Equity Purchase Agreement with Crown Bridge, will be devoted to the business operations of NuAxess and PR345, as follows:

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 for the purpose of entering into the MBO Agreement, pursuant to which the Company transferred, sold and assigned and Aurum acquired 75% of the capital stock of the MMMM Mining Subsidiaries from the Company.

Effective April 16, 2019, Felix Keller resigned as a director; (ii) effective April 17, Sheldon Karasik resigned as CEO and Board Chairman (but continued to serve on the Board); and (iii) effective April 17, 2019, Pat Dileo was appointed as the Company’s new CEO and Chairman of the Board and Carl Dorvil and Derrick Chambers were appointed to as members of the newly-constituted 5 person Board, joining Sheldon Karasik and Michael Miller. In addition, effective April 16, 2019, Sheldon Karasik transferred and assigned the Series B Super Voting Preferred Stock to Pat Dileo.

On or about April 25, 2019, the Company issued a convertible promissory note to GS Capital Partners for the principal sum of $75,000.00, together with interest at the rate of 12% per annum, with a maturity date of April 25, 2020. GS Capital Partners has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid $1,250 as an original issue discount and fees of $3,750 which will be recorded as a debt discount and amortized over the life of the loan.

The conversion feature of the note represents an embedded derivative. A derivative liability has an intrinsic value of which has not yet been calculated.

On or about April 29, 2019, the Company issued a convertible promissory note to Jefferson Street Capital LLC for the principal sum of $66,000, together with interest at the rate of 12% per annum, with a maturity date of April 25, 2020. GS Capital Partners has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $6,000 as an original issue discount and fees of $3,000 which will be recorded as a debt discount and amortized over the life of the loan.

The conversion feature of the note represents an embedded derivative. A derivative liability has an intrinsic value of which has not yet been calculated.

On or about May 6, 2019, the Company issued a third convertible promissory note to Power Up Lending Group for the principal sum of $43,000.00, together with interest at the rate of 12% per annum, with a maturity date of May 6, 2020. GS Capital Partners has the right at any time following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $500 as an original issue discount and fees of $2,500, which will be recorded as a debt discount and amortized over the life of the loan.

The conversion feature of the note represents an embedded derivative. A derivative liability has an intrinsic value of which has not yet been calculated.

On or about May 7, 2019, the Company issued a convertible promissory note to Sunshine Equity Partners LLC for the principal sum of $50,000.00, together with interest at the rate of 12% per annum, with a maturity date of May 7, 2020. GS Capital Partners has the right at any time beginning on the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 60% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the lowest two Trading Price for the Company’s Common Stock during the preceding 20 trading day period prior to the Conversion Date. The Company paid fees of $3,500 as an original issue discount which will be recorded as a debt discount and amortized over the life of the loan.

The conversion feature of the note represents an embedded derivative. A derivative liability has an intrinsic value of which has not yet been calculated.

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no other material events have occurred that require disclosure.

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/A filed with the Securities and Exchange Commission (“SEC”) on March 7, 2019.

Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company” or “our Company” or “Mineral Mountain” refer to Mineral Mountain Mining & Milling Company, an Idaho corporation.

New Developments - Goals and Objectives

On March 27, 2019, the Company filed a Form 8-K with the SEC reporting that the Company entered into two separate Share Exchange Agreements dated March 22, 2019 (the “Agreements”) with unaffiliated third parties, one with PR345, Inc. (“PR345”), a newly organized Texas corporation, and one with NuAxess 2, Inc. (“NuAxess”), a newly organized Delaware corporation. Pursuant to these Agreements, the Company agreed to acquire the all of the capital stock of PR345 and NuAxess in exchange of the issuance of newly authorized shares of Series C and D Preferred Stock, par value $0.10 per share, to the shareholders of PR345 and NuAxess. The entry into the two Agreements was authorized and approved by the Company’s Board in furtherance of the Company’s plan, as disclosed in its registration statement declared effective by the SEC on March 8, 2019, Registration No. 333-227839 (the “Registration Statement”), to diversify its business beyond its historic mining operations of its two subsidiaries, Nomadic Gold Mines, Inc. and Lander Gold Mines, Inc. (the “MMMM Mining Subsidiaries”). The Company also granted Sheldon Karasik or an entity to be formed by him to acquire for a nominal amount 75% of the capital stock of the MMMM Mining Subsidiaries, with the Company retaining 25% of its capital stock.

The Company also agreed that upon the closing of the Agreements, among other conditions, that: (i) Sheldon Karasik shall resign as CEO and Chairman, but shall continue to serve as a director, as will Michael Miller, an independent director; (ii) Felix Keller shall resign as a director; and (iii) Pat Dileo, Carl Dorvil and Derrick Chambers would be appointed to the newly constituted 5 person Board and Pat Dileo would be appointed as CEO and Chairman of the Board.

As disclosed under Note 9-Subsequent Events, above, on April 16, 2019, the Company closed on two Share Exchange Agreements with unaffiliated third parties, one with PR345, Inc. (“PR345”), a newly organized Texas corporation, and one with NuAxess 2, Inc. (“NuAxess”), a newly organized Delaware corporation. Pursuant to these Agreements, the Company agreed to acquire all of the capital stock of PR345 and NuAxess in exchange for the issuance to the shareholders of PR345 and NuAxess of shares of newly authorized Series C and D Convertible Preferred Stock, par value $0.10 per share (the “New Preferred Stock”). The Shares of Series D Convertible Preferred Stock have beneficial ownership limitation provisions.

The entry into the two Agreements was authorized and approved by the Company’s Board in furtherance of the Company’s plan, as disclosed in its registration statement declared effective by the SEC on March 8, 2019, Registration No. 333-227839 (the “Registration Statement”), to diversify its business beyond its historic mining operations of its two subsidiaries, Nomadic Gold Mines, Inc. and Lander Gold Mines, Inc.(the “MMMM Mining Subsidiaries”). The Company also granted Sheldon Karasik or an entity to be formed by him to acquire for a nominal amount 75% of the capital stock of the MMMM Mining Subsidiaries, with the Company retaining 25% of its capital stock.

The Company also agreed that upon the closing of the Agreements, among other conditions, that: (i) Sheldon Karasik shall resign as CEO and Chairman, but shall continue to serve as a director, as will Michael Miller, an independent director; (ii) Felix Keller shall resign as a director; and (iii) Pat Dileo, Carl Dorvil and Derrick Chambers would be appointed to the newly constituted 5 person Board and Pat Dileo would be appointed as CEO and Chairman of the Board.

The Company’s resources, including a substantial portion of the proceeds received under the Equity Purchase Agreement with Crown Bridge, will be devoted to the business operations of NuAxess and PR345, as follows:

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 for the purpose of entering into the MBO Agreement, pursuant to which the Company transferred, sold and assigned and Aurum acquired 75% of the capital stock of the MMMM Mining Subsidiaries from the Company.

Effective April 16, 2019, Felix Keller resigned as a director; (ii) effective April 17, Sheldon Karasik resigned as CEO and Board Chairman (but continued to serve on the Board); and (iii) effective April 17, 2019, Pat Dileo was appointed as the Company’s new CEO and Chairman of the Board and Carl Dorvil and Derrick Chambers were appointed to as members of the newly-constituted 5 person Board, joining Sheldon Karasik and Michael Miller. In addition, effective April 16, 2019, Sheldon Karasik transferred and assigned the Series B Super Voting Preferred Stock to Pat Dileo.

The Company understands that Aurum, 75% owner of the MMMM Mining Subsidiaries, Lander Gold Mines, Inc. and Nomadic Gold Mines, Inc., will continue to operate its leases and staked claims of such entities which, April 16, 2019, are 25% owned by the Company.

Results of Operations For the Three Months Ended March 31, 2019 compared to the Three Month Ended March 31, 2018

The disclosure contained herein below relates solely to the Company’s mining operations.

We did not generate revenues from operations during the three months ended March 31, 2019 and 2018. We incurred professional fees of $287,237 and $48,954 during the three months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2019, we had general and administrative expenses of $50,423 as compared to $23,387 in the same period in the prior year. During the three months ended March 31, 2019 and 2018, we had officers’ and directors’ compensation expenses of $48,852 and $88,186, respectively. We had mineral property expenses of $12,500 during the three months ended March 31, 2019 as compared to $18,700 during the same period in the prior year. Our total operating expenses during the three months ended March 31, 2019 were $399,012 as compared to $179,227 during the three months ended March 31, 2018.

During the three months ended March 31, 2019 and 2018, we incurred interest expenses of $23,827 and $1,266, respectively. Additionally, we amortized financing fees in the amount of $25,000 during the three month period ended March 31, 2019 with no corresponding financing fees during the three months ended March 31, 2018. We also incurred a loss of $36,918 in connection with the issuance of convertible debt during the three months ended March 31, 2019 as compared to no gain/loss in the same period in the prior year. During the three months ended March 31, 2019, we had a gain of $64,848 on the revaluation of derivative securities as compared to no gain/loss during the same period in the prior year.

Our net loss for the three months ended March 31, 2019 was $419,909 compared to a net loss of $180,463 for the three months ended March 31, 2018.

The increase in net loss during the three months ended March 31, 2019 was primarily due to non-cash compensation expenses and an increase in general and administrative expenses.

Results of Operations For the Six Months Ended March 31, 2019 compared to the Six Month Ended March31, 2018

We did not generate revenues from operations during the six months ended March 31, 2019 and 2018. We incurred professional fees of $342,780 and $63,268 during the six months ended March 31, 2019 and 2018, respectively. During the six months ended March 31, 2019, we had general and administrative expenses of $107,014 as compared to $58,144 in the same period in the prior year. During the six months ended March 31, 2019 and 2018, we had officers’ and directors’ compensation expenses of $167,962 and $88,186, respectively. We had mineral property expenses of $39,801 during the six months ended March 31, 2019 as compared to $18,700 during the same period in the prior year. Our total operating expenses during the six months ended March 31, 2019 were $659,557 as compared to $228,298 during the three months ended March 31, 2018.

During the six months ended March 31, 2019 and 2018, we incurred interest expenses of $28,676 and $2,568, respectively. Additionally, we amortized financing fees in the amount of $25,000 during the six months ended March 31, 2019 with no corresponding financing fees during the six months ended March 31, 2018. We also incurred a gain of $100,601 in connection with the issuance of convertible debt during the six months ended March 31, 2019 as compared to no gain/loss in the same period in the prior year. During the six months ended 31, 2019, we had a loss of $108,076 on the revaluation of derivative securities as compared to no gain/loss during the same period in the prior year.

Our net loss for the six months ended March 31, 2019 was $720,708 compared to a net loss of $230,866 for the six months ended March31, 2018.

The increase in net loss during the six months ended March 31, 2019 was primarily due to non-cash compensation expenses and an increase in general and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2019, we had current assets of $13,611 consisting of cash in the same amount. As of September 30, 2018, we had current assets of $1,900 consisting of cash in the same amount. As of March 31, 2019, we had current liabilities of $297,760 consisting of $26,887 in accounts payable, $11,434 in accrued interest, deferred payroll liabilities of $69,720, $57,000 in related party notes payable, $25,244 in convertible debt and $107,475 in derivative liabilities. As of September 30, 2018, we had current liabilities of $160,343 consisting of $21,084 in accounts payable, $8,002 in accrued interest, deferred payroll liabilities of $74,257 and $57,000 in related party notes payable.

We had negative working capital of $284,149 as of March 31, 2019. We had negative working capital of $158,443 as of September 30, 2018.

During the six month period ended March 31, 2019, we used $281,289 in our operating activities due to a net loss of $720,708 offset by $25,244 in amortization of debt discount, $25,000 in amortization for financing fees, $387,000 in non-cash compensation expenses, a loss of $108,076 due to the issuance of debt, a gain of $100,601 on revaluation of derivative liabilities, an increase of $5,805 in accounts payable, an increase of $3,432 in accrued interest and a decrease of $14,537 in deferred payroll liabilities.

During the six month period ended March 31, 2018, we used $154,907 in our operating activities due to a net loss of $230,866 offset by $40,000 in non-cash compensation expenses, expenses related to the issuance of common stock valued at $5,000 for mineral claim fees, a decrease of $10,803 in accounts payable and an increase of $2,568 in accrued interest.

We had no investing activities during the six months ended March 31, 2019 and 2018.

We financed our negative cash flow from operations during the six months ended March 31, 2019 through proceeds of $193,000 from the issuance of common stock and $100,000 in proceeds from the issuance of debt.

We financed our negative cash flow from operations during the six months ended March 31, 2018 through proceeds of $150,100 from the issuance of common stock and $1,200 from the conversion of warrants.

Contractual Obligations

Other than lease obligations stated above, as of March 31, 2019, we have contractual obligations relating to debt or anticipated debt, as follows:

The Company entered into an Equity Purchase Agreement, dated as of October 1, 2018 (the “Equity Purchase Agreement”), by and between the Company and Crown Bridge Partners, LLC (the “Crown Bridge”) pursuant to which the Company has agreed to issue to Crown Bridge shares of the Company's Common Stock, $0.001 par value (the “Common Stock”), in an amount up to Five Million Dollars ($5,000,000.00) (the “Shares”), in accordance with the terms of the Equity Purchase Agreement. In connection with the transactions contemplated by the Equity Purchase Agreement, the Company is required to register with the SEC the following shares of Common Stock: (1) 8,000,000 Put Shares to be issued to the Investors upon purchase from the Company by the Investors from time to time pursuant to the terms and conditions of the Equity Purchase Agreement; (2) 1,428,571 shares of Common Stock to be issued by the Company to the Investors as a commitment fee pursuant to the Equity Purchase Agreement; and (3) the Company also has entered into a Registration Rights Agreement, of even date with the Equity Purchase Agreement with the Investors (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Put Shares under the Securities Act of 1933, as amended (the “Securities Act”) relating to the resale of the Put Shares.

The Company intends to use the proceeds of the revolving credit line for general corporate purposes, which may include (i) acquisitions, (ii) refinancing or repayment of indebtedness, (iii) capital expenditures and working capital, (iv) investing in equipment and property development (which may include funding associated with exploration), and (v) pursuing other business opportunities both related and unrelated to our existing mining activities.

On or about November 27, 2018, the Company issued a convertible promissory note with Power Up Lending Group Ltd. (“Power Up”) for the principal sum of $63,000.00, together with interest, with a maturity date of November 27, 2019. The Company agreed to pay interest on the unpaid principal balance at the rate of 12%per annum from the date thereof until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment. Power Up has the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock. The conversion price shall be equal to the Variable Conversion Price, which is 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) closing Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid a fee of $3,000 related to the convertible debt which is recorded as debt discount and will be amortized over the life of the note.

On or about February 22, 2019, the Company issued a second convertible promissory note to Power Up Lending Group for the principal sum of $43,000.00, together with interest at the rate of 12%per annum, with a maturity date of February 22, 2020. Power Up has the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan.

The following is a listing of loan amounts (all of which are unsecured) due to related parties (each of whom are either a shareholder or related to a shareholder of Mineral Mountain Mining & Milling Company) and the dates that these loans were made to the Company:

The loan from John J. Ryan bears interest at 10% per annum and is due upon demand. $3,000 was converted to 300,000,000 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 and, in the event of demand for payment, a default interest rate of 15% applies. the balance of principal and interest at March 31, 2019 was $9,201. The loans from Premium Exploration bear interest at 5% and 10% per annum. Pursuant to the terms of the loan agreements, interest on the unpaid balance increase from 5% to 10% for the $35,000 note on August 2, 2018 and interest increased from 5% to 10% for the $15,000 note on September 27, 2018. The outstanding principal and interest are due, upon demand of payment of Premium Exploration, on July 1, 2019. The outstanding principal will continue to earn 10% interest if demand for payment is not made on July 1, 2019 or in the event of default pursuant to the terms of the agreements. The balance of principal and interest at March 31, 2019 was $56,169.

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 March 31, 2019, we conducted an evaluation, under the supervision and participation of management including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended). Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on this assessment, management determined that, during the six months ended March 31, 2019 our internal controls and procedures require additional improvement due to deficiencies in the design or operation of the Company’s internal controls. Management identified the following areas of improvement in internal controls over financial reporting:

1. The Company did not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal controls.

2. The Company should further improve maintenance and access to a centralized location for current and historical business records.

Changes in Internal Control over Financial Reporting

We have evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls as of March 31, 2019.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to nor are we aware of any threatened or ongoing legal proceedings against the Company. Nonetheless, it is possible that from time to time in the ordinary course of business we 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, we are not aware of any such legal proceedings or investigations and, in the opinion of our Board of Directors, legal proceedings are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors

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 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

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.

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.