Quad M Solutions, Inc. - Annual Report: 2021 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended September 30, 2021

For the transition period from [     ] to [     ]

Commission file number 1-03319

Quad M Solutions, Inc

115 River Road, Suite 151

Edgewater, New Jersey 07020

(723) 423-5520

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

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

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

Common Stock, par value $0.001

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ No ☐

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

ITEM 1. BUSINESS

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

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

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

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

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

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

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

New Business Developments

Termination of iCan Acquisition

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

Our Business Strategy

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

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

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

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

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

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

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

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

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

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

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

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

Employees

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

Government Regulations

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

Potential Advantages for the Company

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

ITEM 1A. RISK FACTORS

Not applicable

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

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

ITEM 3. LEGAL PROCEEDINGS

On or about September 30, 2020, the Company was named a defendant in the action Aurum, LLC, v. Quad M Solutions, Inc., f/k/a Mineral Mountain Mining & Milling Company, Supreme Court of the State of New York, New York County, Index No. 652465/2020. Sheldon Karasik, principal of plaintiff Aurum LC and former principal of the Company, has claimed that the Company did not fulfill its obligations under the Share Exchange and Purchase Agreement with an entity formed and controlled by Sheldon Karasik, pursuant to which the Company, in an agreement executed on its behalf by Mr. Karasik, sold, transferred and assigned 75% of the Company’s former MMMM Mining Subsidiaries to an entity controlled by Mr. Karasik for $10 plus the assumption of the liabilities of the former MMMM Mining Subsidiaries. The Company believes that it has meritorious defenses to any claims by Mr. Karasik and, indeed, has filed affirmative defenses in connection with such claims. The Company has also initiated a third-party claim individually against Mr. Karasik in the action entitled Quad M Solutions, Inc., f/k/a Mineral Mountain Mining & Milling Company v. Karasik, Supreme Court of the State of New York, New York County, 3rd Party Index No.: 595634/2020, which claims are based upon, inter alia, Mr. Karasik’s breach of fiduciary duty owed to the Company. Aurum, LLC has filed a motion for summary judgment, which the Company has opposed. The motion is pending decision of the Court. The Company believes that there will be no material adverse consequences in connection with any claims by or on behalf of Aurum, LLC, and that the Company will prevail on its third-party claims against Mr. Karasik.

On or about December 1, 2020, the Company and two of its officers were named as defendants in the action Cavalry Fund I LP v. Quad M Solutions Inc., Pat Dileo and Carl Dorvil, Supreme Court of the State of New York, New York County, Index No. 656142/2020. The Company’s attorneys have filed a motion to dismiss the case against the Company and the individual defendants and the motion is pending decision of the Court. The Company believes that there will be no material adverse consequences in connection with any claims by Cavalry Fund 1 LP.

It is possible that from time to time in the ordinary course of business that the Company may be involved in legal proceedings or investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business. However, in the opinion of our Board of Directors, current legal proceedings are not expected to have a material adverse effect on our financial position or results of operations

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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

(a) Market Information

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

(b) Holders of Common Stock

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

(c) Dividends

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

(d) Securities Authorized for Issuance under Equity Compensation Plans

Stock Options

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

Warrants

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

(e) Recent Sales of Unregistered Securities

Issuance of Common Shares

Issuer Purchases of Equity Securities

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

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

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

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

Overview

The Company, through its two wholly owned operating subsidiaries, NuAxess and PR345 n/k/a OpenAxess, Inc., business, is engaged in providing a full spectrum of benefit and insurance related staffing and business consulting services, principally to smaller and mid-sized employers, offering innovative means of providing their employees with multiple levels of employee benefits including major medical health insurance, as well as providing other financial and business consulting services. The Company has entered into third-party agreements with select strategic partners to provide comprehensive programs administered through its vendor relationship agreements. The Company offers programs that include innovative and affordable major medical health insurance plans and other employee benefit products and services. The NuAxess Smart Healthcare Plan is a proprietary health plan that is an ERISA-qualified, self-insured plan, that includes wellness and prevention programs, among other features. Our primary markets are small and mid-size group employers, sometimes referred to as the ‘gig’ economy.

Material Developments During Fiscal 2021

Results of Operations

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

Revenue

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

Expenses

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

Working Capital

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

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

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

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

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

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

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

Dividend Policy

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

Off-Balance Sheet Arrangements

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

Recent Accounting Pronouncements

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

Limitations on Liability and Indemnification Matters

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

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

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

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

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

Going Concern Matter

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

Basis for Opinion

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

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

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

Critical Audit Matters

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

QUAD M SOLUTIONS, INC.

(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY

CONSOLIDATED BALANCE SHEETS

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

QUAD M SOLUTIONS, INC.

(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

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

QUAD M SOLUTIONS, INC

(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ (DEFICIT)

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

QUAD M SOLUTIONS, INC

(fka) MINERAL MOUNTAIN MINING & MILLING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

QUAD M SOLUTIONS, INC

Consolidated Notes to Financial Statements

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 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.

Basis of Presentation

The consolidated financial statements incorporate the accounts of Quad M Solutions, Inc and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. The accounts have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Earnings (Losses) Per Share

Basic earnings per share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Fully-diluted earnings per share is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the additional common shares that would have been outstanding if potential common shares had been issued. Potential common shares are not included in the computation of fully diluted earnings per share if their effect is anti-dilutive.

Cash Equivalents

The Company considers cash, certificates of deposit, and debt instruments with a maturity of three months or less when purchased to be cash equivalents.

Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.

The Company had a set of convertible notes that had warrants with down round features and there have been events which have triggered recognition of the down round features. The accounting recognition of these features involved significant estimates by the Company management.

The accounting recognition of the triggered down round features, which have the same accounting effect as a “dividend”, cumulatively reduced retained earnings by $1,575,068.

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, 2021 and 2020.

The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.

At September 30, 2021 and 2020 the Company did not have any assets measured at fair value other than cash and deposits. At September 30, 2021 and 2020 the Company had conversion features embedded in its convertible notes payable. The fair value measurement of those derivatives, using a Binomial valuation model, was $2,718,312 at September 30, 2021 and $3,763,090 at September 30, 2020and is reported as derivative liability on the balance sheet.

Going Concern

As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of September 30, 2021, 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 $27,753,783. The Company’s working capital deficit is $9,919,179.

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

The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able to generate sufficient equity and/or debt capital at terms and conditions satisfactory of the Company.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset. See Note 5.

New Accounting Pronouncements

The Company has evaluated the authoritative guidance issued subsequent to September 30, 2021 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations.

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.

NOTE 4 – CONVERTIBLE DEBT

Outstanding Convertible Debt

On or about April 29, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $66,000, together with interest at the rate of 12% per annum, with a maturity date of April 29, 2020.

During the year ended September 30, 2021, $15,840 of regular interest, was expensed. During the period ended September 30, 2020, $11,237 of regular interest, $5,213 of original issue discount, and $33,016 of derivative liability discount was expensed.

On or about May 7, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $50,000, together with interest at the rate of 12% per annum, with a maturity date of May 7, 2020.

During the year ended September 30, 2021, $5,485 of regular interest was expensed. During the period ended September 30, 2020, $8,016, of regular interest, $2,104 of original issue discount, and $27,951 of derivative liability discount was expensed.

On April 5, 2021, the investor converted the outstanding principal into 925,930 shares of common stock, $15,918 of accrued interest remains outstanding.

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. The investor 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 the Fixed Conversion Price which is equal to $0.09. The Company paid $60,000 in original issue discount, fees and warrants valued at $733,333 but only for an amount not in excess of the undiscounted amount of the note. which are recorded as a debt discount and being amortized over the life of the loan. The remaining $133,333 was recorded as an expense and reported as a loss on issuance of convertible debt.

The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.065928 was $483,413 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is not recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), as the note is fully discounted. Because of the derivative nature of the $483,413 valuation of the conversion feature, $483,413 was recorded as an expense and reported as a loss on issuance of convertible debt

During the year ended September 30, 2021, $8,245 of regular interest and $103,068 of debt discount was expensed. There was no corresponding expense during the year ended September 30, 2020.

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. The investor 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 the Fixed Conversion Price which is equal to $0.09. The Company paid $15,000 in original issue discount, $5,000 in fees and warrants valued at $331,667, but only for an amount not in excess of the undiscounted amount of the note which are recorded as a debt discount and being amortized over the life of the loan. The remaining $201,667 was recorded as an expense and reported as a loss on issuance of convertible debt.

The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.14884 was $272,873 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is not recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), as the note is fully discounted. Because of the derivative nature of the $272,873 valuation of the conversion feature, $272,873 was recorded as an expense and reported as a loss on issuance of convertible debt

During the year ended September 30, 2021, $1,677 of regular interest and $20,959 of debt discount was expensed. There was no corresponding expense during the year ended September 30, 2020.

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. The investor 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 the Fixed Conversion Price which is equal to $0.09. The Company paid $12,500 in original issue discount, $4,000 in fees and warrants valued at $104,500 which are 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 $0.14144 was $216,089 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), 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 $216,089 valuation of the conversion feature, $199,589 was recorded as an expense and reported as a loss on issuance of convertible debt

During the year ended September 30, 2021, $1,467 of regular interest, $15,912 of debt discount and $2,170 of derivative liability discount was expensed. There was no corresponding expense during the year ended September 30, 2020.

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. The investor 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 the Fixed Conversion Price which is equal to $0.09. The Company paid $3,000 in fees and warrants valued at $28,944 which are 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 $0.10175 was $56,528 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), 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 $56,528 valuation of the conversion feature, $39,222 was recorded as an expense and reported as a loss on issuance of convertible debt

During the year ended September 30, 2021, $449 of regular interest, $3,673 of debt discount and $1,944 of derivative liability discount was expensed. There was no corresponding expense during the year ended September 30, 2020.

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. The investor 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 the Fixed Conversion Price which is equal to $0.09. The Company paid $10,000 in original issue discount, $3,000 in fees and warrants valued at $485,222, but only for an amount not in excess of the undiscounted amount of the note which are recorded as a debt discount and being amortized over the life of the loan. The remaining $388,222 was recorded as an expense and reported as a loss on issuance of convertible debt.

The conversion feature of the note represents an embedded derivative. A derivative liability with an intrinsic value of $0.34067 was $416,374 using a binomial pricing model and was calculated as a derivative liability discount to the note. That amount is not recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs), as the note is fully discounted. Because of the derivative nature of the $416,374 valuation of the conversion feature, $416,374 was recorded as an expense and reported as a loss on issuance of convertible debt

During the year ended September 30, 2021, $241 of regular interest and $3,014 of debt discount was expensed. There was no corresponding expense during the year ended September 30, 2020

Retired Convertible Debt

On or about November 27, 2018, the Company issued a convertible promissory note to an institutional investor for the principal sum of $63,000.00, together with interest at 12% per annum, with a maturity date of November 27, 2019 (the “Note”).

The Company then issued a replacement convertible promissory note payable to the acquiring institutional investor for the principal sum of $96,816 with identical terms to the original note (interest at 12% per annum, maturity date of November 27, 2019, conversion rights and conversion price.)

On or about November 29, 2019, the Company and the institutional investor entered into a Note Extension Agreement (“Extension Agreement”). Pursuant to the Extension Agreement the maturity date was extended to November 30, 2020.

On or about October 1, 2019, the Company issued a convertible promissory note to the same institutional investor for the principal sum of $94,000, together with interest at the rate of 10% per annum with a maturity date of September 30, 2020.

On or about September 1, 2020, the Company entered into a Note Modification Agreement (“Modification”) in which the two above notes in the amount of $94,000 of principal and $8,627 of accrued interest and $96,816 of principal and $20,403 of accrued interest (described above) were superseded and consolidated into a single new long-term note in the principal amount of $250,000. The new note bears interest at a rate of 8% per annum and has a maturity date of December 31, 2021.

During the year ended September 30, 2021, $4,910 of regular interest and $225,993 of derivative liability discount was expensed for these notes. During the year ended September 30, 2020, $26,834 of regular interest and $151,000 of derivative liability discount was expensed.

This note was fully converted during the year ended September 30, 2021 into 5,750,000 shares of common stock.

On or about April 25, 2019, the Company issued a convertible promissory note to another third-party institutional investor for the principal sum of $75,000, together with interest at the rate of 12%per annum, with a maturity date of April 25, 2020.

Between December 2019 and June 2020, the investor converted all of the outstanding principal and interest in the amount $75,000 of principal and $10,580 of accrued interest into 615,293 post-split shares of common stock.

During the year ended September 30, 2021, there was no expense related to this note. During the period ended September 30, 2020, $684 of regular interest, $2,842 of original issue discount, and $39,781 of derivative liability discount was expensed.

On or about May 17, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $50,000, together with interest at the rate of 12% per annum, with a maturity date of February 17, 2020.

On January 21, 2020, the note was assigned to another investor with the original terms of the note remaining unchanged.

During the year ended September 30, 2021, $5,984 of regular interest was expensed. During the period ended September 30, 2020, $9,732, of regular interest, $2,536 of original issue discount, and $22,826 of derivative liability discount was expensed.

On April 16, 2021, the outstanding principal of $50,000 and accrued interest of $17,951 was settled for $37,410, a gain on extinguishment of debt was recorded in the amount of $30,541.

On or about May 21, 2019, 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 November 21, 2019.

Between May 2020 and June 2020, the investor converted all of the outstanding principal and interest in the amount $110,000 of principal and $19,222 of accrued interest into 1,495,119 post-split shares of common stock.

During the year ended September 30, 2021, there was no expense related to this note. During the period ended September 30, 2020, $16,039, of regular interest, $2,826 of original issue discount, and $28,261 of derivative liability discount was expensed.

On or about June 11, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $70,000, together with guaranteed interest at the rate of 15% per annum with a six-month minimum, with a maturity date of September 11, 2019.

During the period ended September 30, 2019, $5,250, of regular interest, $20,000 of original issue discount, and $50,000 of derivative liability discount was expensed. There was no corresponding expense during the period ended September 30, 2018.

On September 25, 2019, a third-party institutional investor acquired the $70,000 note dated June 11, 2019, with the consent of the Company, paying the outstanding principal, accrued interest and prepayment penalty in the aggregate amount of $95,760. The Company then issued a replacement convertible promissory note payable to third-party purchaser for the principal sum of $95,760 with interest at 10% per annum, a maturity date of September 25, 2020. This transaction was treated as an extinguishment of the original note and resulted in recognition a loss on extinguishment in the amount of $49,762.

During the year ended September 30, 2021, there was no expense related to this note. During the year ended September 30, 2020, $5,511 of regular interest and $92,710 of derivative liability discount was expensed.

Between January 2020 and May 2020, the investor converted all of the outstanding principal and interest in the amount $95,760 of principal and $5,644 of accrued interest into 705,850 post-split shares of common stock.

On or about July 1 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $112,500, together with interest at the rate of 12% per annum with a maturity date of December 25, 2020

During the year ended September 30, 2021, There was no expense related to this note. During the period ended September 30, 2020, $12,015, of regular interest, $18,525 of original issue discount, and $74,098 of derivative liability discount was expensed.

On April 1, 2020, the investor assigned $62,541 of principal and interest to another investor. Between April 2020 and May 2020, that investor converted all of the assigned principal into 840,024 post-split shares of common stock.

Between April 2020 and May 2020, the investor converted the remaining $62,541 of principal and $2,551 of accrued interest into 761,862 post-split shares of common stock.

On or about July 12 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum of $75,000, together with interest at the rate of 12% per annum with a maturity date of April 12, 2020.

During the year ended September 30, 2021, There was no expense associated with this note. During the period ended September 30, 2020, $6,091, of regular interest, $31,651 of original issue discount, and $26,122 of derivative liability discount was expensed.

Between January 2020 and June 2020, the investor converted the outstanding $75,000 of principal and $6,149 of accrued interest into 754,604 post-split shares of common stock

On or about August 13 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $225,000, together with interest at the rate of 10% per annum with a maturity date of February 13, 2020.

On February 13, 2020, the note entered a maturity date default resulting in a default premium of $94,600 being added to the principal of the note and the interest rate increasing to 18%.

During the year ended September 30, 2021, There was no expense associated with this debt. During the period ended September 30, 2020, $24,656, of regular interest and $166,304 of original issue was expensed.

Between February 2020 and June 2020, the investor converted the outstanding $225,000 of principal, $94,600 of default premium and $27,656 of accrued interest into 2,943,441 post-split shares of common stock.

On or about August 29 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $55,000, together with interest at the rate of 8% per annum with a maturity date of August 28, 2020.

During the year ended September 30, 2021, There was no expense associated with this note. During the period ended September 30, 2020, $2,424, of regular interest and $6,824 of original issue and $43,217 of derivative liability discount was expensed was expensed.

Between March 2020 and May 2020, the investor converted the outstanding $55,000 of principal and $2,828 of accrued interest into 353,123 post-split shares of common stock.

On or about November 12, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $59,400, together with interest at the rate of 12% per annum with a maturity date of November 12, 2020.

During the year ended September 30, 2021, there was no expense associated with this note. During the year ended September 30, 2020, $3,564 of regular interest, $9,400 of original issue discount and $50,000 of derivative liability discount was expensed.

Between May 2020 and June 2020, the investor converted the outstanding principal of $59,400 and accrued interest of $3,564 into 639,021 of post-split shares of common stock.

On or about December 20, 2019, the Company issued a convertible promissory note to an institutional investor for the principal sum of $33,333, together with interest at the rate of 10% per annum with a maturity date of February 13, 2020.

During the year ended September 30, 2021, there was no expense associated with this note. During the year ended September 30, 2020, $15,667 of regular interest, $33,333 of original issue discount and $0 of derivative liability discount was expensed.

During the period ended June 30, 2020, the Company paid this note in full.

On or about January 17, 2020, 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 10% per annum with a maturity date of October 11, 2020.

During the year ended September 30, 2021, $4,375 of regular interest and $2,052 of derivative liability discount was expensed. During the year ended September 30, 2020, $3,521 of regular interest and $47,948 of derivative liability discount was expensed.

On or about January 20, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $115,000, together with interest at the rate of 8% per annum with a maturity date of January 11, 2021.

During the year ended September 30, 2021, there was no expense associated with this note. During the year ended September 30, 2020, $5,008 of regular interest, $15,000 of original issue discount and $100,000 of derivative liability discount was expensed.

Between July 2020 and August 2020, the investor converted the outstanding principal of $115,000 and accrued interest of $4,877 of accrued interest into 832,129 of post-split shares of common stock.

On or about March 3, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $112,750, together with interest at the rate of 12% per annum, and a default interest amount of 24%, with a maturity date of January 11, 2021.

On September 15, 2020, the investor converted $55,193 of principal and $7,228 of accrued interest into 917,395 of post-split shares of common stock.

During the period ended December 31, 2020 the investor converted the remaining principal of $57,557, $670 of accrued interest and $1,500 in financing fee into 1,203,822 shares of common stock.

During the year ended September 30, 2021, $244 of regular interest, $18,971 of original issue discount and $28,600 of derivative liability discount was expensed. During the year ended September 30, 2020, $7,654 of regular interest, $25,993 of original issue discount and $39,186 of derivative liability discount was expensed.

On or about April 1, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $57,750, together with interest at the rate of 8% per annum, and a default interest amount of 24%, with a maturity date of March 31, 2021.

During the year ended September 30, 2020, $2,904 of regular interest, $7,750 of original issue discount and $50,000 of derivative liability discount was expensed.

During the period ended September 30, 2020, the Company paid this note in full.

On or about June 4, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $75,000, together with interest at the rate of 12% per annum, and a default interest amount of 18%, with a maturity date of June 4, 2021.

During the year ended September 30, 2021, $1,603 of regular interest, $1,353 of original issue discount and $49,400 of derivative liability discount was expensed. During the year ended September 30, 2020, $2,910 of regular interest, $647 of original issue discount and $23,600 of derivative liability discount was expensed.

On December 11, 2020 the investor converted the outstanding principal of $75,000 and $4,512 of accrued interest into 806,413 shares of common stock.

On or about June 5, 2020, 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, and a default interest amount of 18%, with a maturity date of June 5, 2021

During the year ended September 30, 2021, $7,314 of regular interest, $20,384 of original issue discount and $129,066 of derivative liability discount was expensed. During the year ended September 30, 2020, $5,642 of regular interest, $9,616 of original issue discount and $60,904 of derivative liability discount was expensed.

During the year ended September 30, 2021, the investor converted the outstanding principal of $190,000 and accrued into 2,523,224 shares of common stock, additionally the Company paid $30,000 in principle, 12,956 in accrued interest and $4,644 as a prepayment penalty in the total amount of $47,600 to fully extinguish the note.

On or about June 8, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $44,000, together with interest at the rate of 8% per annum, and a default interest amount of 24%, with a maturity date of June 10, 2021.

During the year ended September 30, 2021, $1,897 of regular interest, $4,126 of original issue discount and $26,132 of derivative liability discount was expensed. During the year ended September 30, 2020, $1,115 of regular interest, $1,874 of original issue discount and $11,868 of derivative liability discount was expensed.

On April 13,2021, the Company paid $44,000 in principle, $3,012 in accrued interest and $14,148 as a prepayment penalty in the total amount of $61,160 to fully extinguish the note.

On or about June 10, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $44,000, together with interest at the rate of 8% per annum, and a default interest amount of 24%, with a maturity date of June 10, 2021.

During the year ended September 30, 2021, $660 of regular interest, $4,136 of original issue discount and $26,196 of derivative liability discount was expensed. During the year ended September 30, 2020, $1,115 of regular interest, $1,864 of original issue discount and $11,804 of derivative liability discount was expensed.

On December 16, 2020 the investor converted the outstanding principal of $44,000 and $1,774 of accrued interest into 462,368 shares of common stock.

On or about July 1, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $173,500, together with interest at the rate of 12% per annum, and a default interest amount of 24%, with a maturity date of June 15, 2021.

During the year ended September 30, 2021, $11,220 of regular interest and $128,261 of original issue discount was expensed. During the year ended September 30, 2020, $5,263 of regular interest and $45,239 of original issue discount was expensed.

On April 13,2021, the Company paid $94,180 in principle, $16,483 in accrued interest and $4,337 as a prepayment penalty in the total amount of $115,000 to fully extinguish the note.

On or about July 6, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of up to $150,000, together with interest at the rate of 10% per annum, the first twelve months being guaranteed, and a default interest amount of 15%, with a maturity date of twelve months from the effective date of each tranche.

During the year ended September 30, 2021, $2,658 of regular interest, $26,455 of original issue discount and $11,248 of original issue discount was expensed. During the year ended September 30, 2020, $1,247 of regular interest, $8,629 of original issue discount and $3,669 of original issue discount was expensed.

On April 13,2021, the Company paid $50,000 in principle, $3,904 in accrued interest and $28,596 as a prepayment penalty in the total amount of $82,500 to fully extinguish the note.

On or about August 28, 2020, 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 10% per annum, and a default interest amount of 24%, with a maturity date of August 27, 2021.

During the year ended September 30, 2021, $5,017 of regular interest, $27,849 of original issue discount and $72,179 in derivative liability discount was expensed. During the year ended September 30, 2020, $1,008 of regular interest, $2,776 of original issue discount and $7,196 in derivative liability discount was expensed.

On March 2, 2021, the investor converted 80,000 in principle into 2,018,750 shares of common stock

On April 13,2021, the Company paid $30,000 in principle, $6,025 in accrued interest and $11,983 as a prepayment penalty in the total amount of $48,008 to fully extinguish the note.

On or about April 1, 2020, the Company issued a promissory note to an institutional investor for the principal sum of $150,000, together with interest at the rate of 1.5% per month, subject to a fixed minimum of $2,250 per month. The lender was also granted 4% of collections received by the Company, from which interest would be paid first and any remaining amount would be applied to the outstanding principal.

On or about June 1, 2020 the above promissory note was amended to increase the outstanding principal to $300,000, and the fixed minimum was increased to $4,500.

On or about September 21, 2020, the above promissory note was amended, restated and consolidated into a convertible debt note in the amount of $600,000, with a maturity date of March 31, 2022. On the first day of each month a fixed minimum interest payment of $9000 is due. The investor 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 $0.30 per share.

During the year ended September 30, 2021, $57,300 of regular interest and $148,551 in derivative liability discount was expensed. During the year ended September 30, 2020, $4,500 of regular interest and $1,436 in derivative liability discount was expensed. There was no corresponding expense during the year ended September 30, 2019.

On or about April 9, 2021, this note was conglomerated with other notes payable into a new non-convertible note payable. See Note 5.

On or about October 21, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $55,000, together with interest at the rate of 10% per annum, with a maturity date of June 16, 2021.

During the year ended September 30, 2021, $7,269 of regular interest, $19,500 of original issue discount and $35,550 of derivative liability discount was expensed. There was no corresponding expense during the year ended September 30, 2020.

On April 13,2021, the Company paid $55,000 in principle, $7,269 in accrued interest and $3,731 as a prepayment penalty in the total amount of $66,000 to fully extinguish the note.

On or about October 22, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $55,000, together with interest at the rate of 12% per annum, with a maturity date of October 21, 2021.

During the year ended September 30, 2021, $3,110 of regular interest, $8,500 of original issue discount and $46,500 of derivative liability discount was expensed. There was no corresponding expense during the year ended September 30, 2020.

On April 13,2021, the Company paid $55,000 in principle, $3,110 in accrued interest and $17,057 as a prepayment penalty in the total amount of $71,167 to fully extinguish the note.

On or about November 10, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $116,600, together with interest at the rate of 10% per annum, with a maturity date of August 10, 2021.

During the year ended September 30, 2021, $28,711 of regular interest, $38,289 of original issue discount and $78,311 of derivative liability discount was expensed. There was no corresponding expense during the year ended September 30, 2020.

On April 13,2021, the Company paid $128,260 in principle, $17,051 in accrued interest and $34,253 as a prepayment penalty in the total amount of $179,564 to fully extinguish the note.

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 year ended September 31, 2021, the Company had paid $334,247 in interest.

NOTE 6 – INVESTMENTS

The Company’s investments in equity securities are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. Realized and unrealized gains and losses resulting from changes in fair value or the sale of our equity investments are recorded in gains (losses) on equity investments, net.

As of September 30, 2021 and 2020, our equity securities had a fair value of $0 and $0, respectively. The Company had net realized losses on of $240,345 and $0 as of September 30, 2021 and 2020, respectively and net unrealized losses of $2,053 and $0 as of September 30, 2021 and 2020, respectively.

NOTE 7 – COMMON STOCK 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 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 newly appointed CEO and Chairman. Upon Mr. Dileo’s resignation, Mr. Dileo transferred and assigned the Series B Preferred Stock to Joseph Frontiere, the Company’s newly appointed Interim CEO and Chairman

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. The shares of Series C Preferred Stock may convert into a number of shares of the Company’s Common stock equal to a total of 67.5% of the Company’s outstanding shares of Common Stock on the date of closing on a fully diluted basis provided the beneficial ownership of the holder of Series C Stock does not exceed 4.99% of the outstanding shares of the Company’s Common Stock upon said conversion and subject to the preference, rights, limitations, qualifications and restrictions of the Series C Convertible Preferred Stock as described in the Certificate of Designation. The Series C Holders will not have any voting rights.

During the year ended September 30, 2020, a total of 2,080 shares of the Series C Preferred Stock were converted into 950,000 shares of common stock.

During the quarter ended December 31, 2020, 3,275 shares of Series C Preferred Stock were converted into 2,000,000 shares of common stock.

During the quarter ended March 31, 2021, a total of 3,646 shares of Series C Preferred Stock were converted into 3,650,000 shares of common stock.

The shares of Series D Preferred Stock may convert into a number of shares of the Company’s Common stock equal to a total of 25% of the Company’s outstanding shares of Common Stock on the date of closing on a fully diluted basis provided the beneficial ownership of the holder of Series D Stock does not exceed 4.99% of the outstanding shares of the Company’s Common Stock upon said conversion and subject to the preference, rights, limitations, qualifications and restrictions of the Series C Convertible Preferred Stock as described in the Certificate of Designation. The Series D Holders will not have any voting rights.

During the quarter ended June 30, 2021, the Company issued 2,000,000 warrants and a note in the amount of 2,000,000 for the extinguishment of the Series D Preferred Stock, additionally 320,000 Series D Preferred shares were reserved which will be drawn down as payments are made. A loss on extinguishment was recorded in the amount of $2,270,691.

During the quarter ended September 30, 2021, 4,712 of the reserved Series D Preferred shares were converted into 2,800,000 shares of common stock.

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. The shares of Series E Preferred Stock may convert into a number of shares of the Company’s Common stock equal to a total of thirty-three thousandths of a percent (0.00033%) of the Company’s outstanding shares of Common Stock on the date of closing on a fully diluted basis provided the beneficial ownership of the holder of Series E Stock does not exceed 4.99% of the outstanding shares of the Company’s Common Stock upon said conversion and subject to the preference, rights, limitations, qualifications and restrictions of the Series E Convertible Preferred Stock as described in the Certificate of Designation. The Series E Holders will not have any voting rights.

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. The shares of Series F Preferred Stock may convert into a number of shares of the Company’s Common stock based on a Conversion Rate calculated as the “Conversion Amount divided by Conversion Price” where Conversion Amount is the sum of the Stated Value of Series F Preferred shares to be converted and $1,250 worth of Common Stock to cover the Preferred Shareholder’s transaction expenses and the Conversion Price is the lower of (i) the lowest Closing Bid Price, or (ii) the Fixed Price equal to $.04 per share, on the date of closing on a fully diluted basis provided the beneficial ownership of the holder of Series F Stock does not exceed 4.99% of the outstanding shares of the Company’s Common Stock upon said conversion and subject to the preference, rights, limitations, qualifications and restrictions of the Series F Convertible Preferred Stock as described in the Certificate of Designation. The Series F Holders will not have any voting rights.

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.

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. Each share of Series M Preferred Stock may convert into 50 shares of the Company’s outstanding shares of Common Stock on the date of closing provided the beneficial ownership of the holder of Series M Stock does not exceed 4.99% of the outstanding shares of the Company’s Common Stock upon said conversion and subject to the preference, rights, limitations, qualifications and restrictions of the Series M Convertible Preferred Stock as described in the Certificate of Designation. The Series M Holders will not have any voting rights.

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. Each share of Series M Preferred Stock may convert into 1 share of the Company’s outstanding shares of Common Stock on the date of closing provided the beneficial ownership of the holder of Series M Stock does not exceed 4.99% of the outstanding shares of the Company’s Common Stock upon said conversion and subject to the preference, rights, limitations, qualifications and restrictions of the Series A Convertible Preferred Stock as described in the Certificate of Designation. The Series A Holders will not have any voting rights. The shares were issued in exchange for an outstanding warrant.

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

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

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 of Series H Preferred Stock may convert into a number of shares of the Company’s Common stock based on a Conversion Rate calculated as the “Conversion Amount divided by Conversion Price” where Conversion Amount is the sum of the Stated Value of Series H Preferred shares to be converted and $1,250 worth of Common Stock to cover the Preferred Shareholder’s transaction expenses and the Conversion Price is the lower of (i) the lowest Closing Bid Price, or (ii) the Fixed Price equal to $.25 per share, on the date of closing on a fully diluted basis provided the beneficial ownership of the holder of Series H Stock does not exceed 4.99% of the outstanding shares of the Company’s Common Stock upon said conversion and subject to the preference, rights, limitations, qualifications and restrictions of the Series H Convertible Preferred Stock as described in the Certificate of Designation. The Series H Holders will not have any voting rights. 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.

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

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. The Series O Holders will not have any voting rights. None of these shares have been issued.

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. Each shares of Series N Preferred Stock may convert into the Company’s outstanding shares of Common Stock on the date of closing at a Variable Conversion Price which is equal to 65% of the average of the lowest three Volume-Weighted Average Price for the Company’s Common Stock (representing a discount rate of 35%) during the ten (10) Trading Days ending on the latest complete Trading Day prior to the Conversion Date, provided the beneficial ownership of the holder of Series N Stock does not exceed 4.99% of the outstanding shares of the Company’s Common Stock upon said conversion and subject to the preference, rights, limitations, qualifications and restrictions of the Series N Convertible Preferred Stock as described in the Certificate of Designation. The Series N Holders will not have any voting rights.

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.

The shares of Preferred Stock outstanding at September 30, 2021 and September 30, 2020

 SCHEDULE OF PREFERRED STOCK OUTSTANDING

Common Stock

On February 23, 2020, the Company implemented a 1 for 100 reverse split of its outstanding common stock (the “Reverse Split”). All issuances for services are valued at market price on the approximate date of service unless 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.)

The following warrants were outstanding at June 30, 2021:

The following warrants were outstanding at September 30, 2021:

 SUMMARY OF WARRANTS OUTSTANDING

The following warrants were outstanding at September 30, 2020:

NOTE 8 – 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 September 30, 2021 and 2020  was $11,830 and $10,780, 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 September 30, 2021 and 2020 was $69,098 and $63,934,  respectively, the companies had directors in common at the time of the transaction.

NOTE 9 – INCOME TAXES

Topic 740 in the Accounting Standards Codification (ASC 740) prescribes recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2018 the Company had taken no tax positions that would require disclosure under ASC 740.

The Company files income tax returns in the U.S. federal jurisdiction and the State of Idaho. The Company is currently in arrears in filing their federal and state tax returns, both jurisdictions statute of limitations of three years does not begin until the tax returns are filed.

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 of 21% for the period ended September 30, 2021 and September 30, 2020 are as follows:

 SUMMARY OF DEFERRED TAX ASSETS

At September 30, 2021 and September 30, 2020, the Company has net operating loss carryforwards of approximately $27,753,783 and $16,910,125 which will begin to expire in the year 2031. The change in the allowance account from September 30, 2020 to September 30, 2021 was $2,258,268.

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 computed 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 10 – SUBSEQUENT EVENTS

In November 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $42,000.

In November 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $23,000.

In November 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $40,000.

In November 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $17,500.

In November 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $196,000.

ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None. Reference is made the Company’s Forms 8-K filed on December 6, 2021 with respect to the appointment of our new independent auditors, Hudgens CPA PLLC.

ITEM 9A. CONTROLS AND PROCEDURES

We are evaluating, developing and implementing “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We continue to conduct an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”), who also serves on an interim basis as our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this continuing Evaluation, our Chief Executive Officer has concluded that the Company’s disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below in Management’s Annual Report on Internal Control over Financial Reporting, which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Control

We have also 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 30, 2021.

Limitations on the Effectiveness of Controls

Our management, including our CEO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO/CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the CEO, who also serves as interim CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Management’s Annual Report on Internal Control over Financial Reporting

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 fiscal year ended September 30, 2021, our internal controls and procedures require 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 improve maintenance and access to a centralized location for current and historical business records.

Management believes that areas of improvement set forth in items 1 and 2 above did not have an effect on the Company’s financial results. The Company and its management will endeavor to correct the above noted weaknesses in internal controls once it has adequate funds to do so.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

ITEM 9B. OTHER INFORMATION

None.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officer is Joseph Frontiere, Interim CEO and Chairman and Interim CFO. Mr. Frontiere devotes 50% of his time to the affairs of the Company.

The executive officer and directors of the Company are listed below. Directors are elected to hold offices for a three-year term or until their successors are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until resignation, removal or death.

Joseph Frontiere, age 31, Director, Interim CEO and Interim CFO. Mr. Frontiere currently serves as the Executive Chairman of 27 Health Holdings, Inc. On December 9, 2019, Mr. Frontiere was appointed to the Board of Directors of Lord Global Corporation. Mr. Frontiere previously served as COO of a private company engaged in A.I. and has extensive experience as a business development executive focusing on financing and acquisitions.

Robert Liscouski, age 67, Director: Mr. Liscouski is the Chairman and CEO of Quantum Computing, Inc. (NASDAQ: QUBT), a NASDAQ listed company focused on developing novel applications and solutions utilizing quantum and quantum-ready computing techniques to solve difficult problems in various industries. The company’s team of experts in finance, computing, security, mathematics and physics is engaged in developing commercial applications for industries and government agencies that will need quantum computing power to solve their most challenging problems. For more information about QCI, visit www.quantumcomputinginc.com.

Mr. Liscouski is a proven security professional, thought leader and successful entrepreneur with over 35 years of senior level security operational and company leadership experience in government and public and private companies.

Mr. Liscouski is a recognized Security Industry specialist in assessing, mitigating and managing physical and cyber security risk in private sector enterprises and state and federal government agencies. Mr. Liscouski has extensive experience in leading innovative start up and turn around companies as well as building programs for large government organizations and is recognized as a leader in identifying emerging security technologies. He serves as a “Trusted Advisor” to senior officials within government and private sector, providing guidance in areas such as physical and cyber security, crisis management, organizational development and strategic planning. Mr. Liscouski’s career has spanned local law enforcement, senior government and private sector positions from operations to senior leadership and serving on multiple boards of directors. He started his career as an undercover and homicide investigator, and Special Agent with the Diplomatic Security Service and progressed to senior federal government positions where he served as a senior advisor to the intelligence community and was appointed by President George W. Bush as the first Assistant Secretary for Infrastructure Protection at the Department of Homeland Security. He most recently was President of a public company that became a leader in the explosive trace detection industry culminating in the sale of the technology to L3 Communications. Mr. Liscouski is a frequent contributor to CNBC, CNN, Fox News, and other business and security media on Homeland Security and Terrorism issues.

Douglas Cole, age 66, Director: For more than the past five years, Mr. Cole has served as Chairman and CEO of American Battery Metals Corporation (OTCQB: ABML). Mr. Cole has been a Director of eWellness Healthcare Corporation (OTC: EWLL) since May 2014. Mr. Cole has also been a Partner of Objective Equity LLC since 2005, a boutique investment bank focused on the high technology, data analytics and the mining sector. Douglas Cole has been served as a senior executive of multiple public companies during his extensive business career.

Douglas Cole received an undergraduate degree from the University of California, Berkeley.

Derrick Chambers, age 42, Director: From 2016 to the present, Derrick Chambers has served as Director of the University of Florida Gator Boosters, responsible for fundraising and donations for the University’s Athletic Department. From 2011 to the present, Mr. Chambers has been the owner and founder of DCMG LLC, a New York based company engaged in independent consulting specializing in financial services in the areas of high net worth, professional sports and education. Mr. Chambers was a captain of the University of Florida NCAA Division 1 football team for two years under renowned Coach Steve Spurrier and played in the NFL for three years with the Carolina Panthers and Jacksonville Jaguars. Following his NFL career, he studied University of Oxford in England, studying politics, philosophy, and history. He was a member of the Oxford Rugby team at St. Peter’s College. Thereafter, Mr. Chambers studies at Princeton Seminary where he served as a Princeton Academic-Athletic fellow at Princeton. The academic-athletic fellows are made up of faculty and administrators who mentor student athletes at Princeton.

As a member of the National Football League Players Association (NFLPA), Derrick is focused on financial literacy and advisory services for professional athletes and entertainers. Derrick is a Board member of the Youth Leadership foundation of Washington, D.C.

(a) Director Compensation

Prior to the change in control transaction in April 2019, the Company compensated directors The Company no longer has a director compensation program.

The Company, in the future, may also adopt a director compensation plan but, at present, there is no plan nor is any plan contemplated.

(b) Identification of Certain Significant Employees and Consultants

None.

(c) Family Relationships.

Not applicable.

(d) Involvement in Certain Legal Proceedings.

None of our executive officers or directors has been involved in any of the following events during the past ten years:

Description of Securities

General

The following description of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the certificate of incorporation and the bylaws that will be in effect on the closing of this registration. Copies of these documents have been filed with the SEC as exhibits to our Annual Report, of which this Annual Report forms a part. The descriptions of the common stock reflect changes, if any, to our capital structure that will be in effect on the closing of this registration.

Our authorized capital stock consists of 910,000,000 shares of capital stock consisting of: (i) 900,000,000 shares of common stock, par value $.001 per share and (ii) 10,000,000 shares of preferred stock, par value $0.10 per share. As September 30, 2021, we had 66,748,674 shares of common stock issued and outstanding. Included below is a summary description of our capital stock.

Common Stock

The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board out of funds legally available therefore. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the assets remaining after payment of liabilities. Holders of common stock have no preemptive, conversion or redemption rights. All of the outstanding shares of common stock are fully-paid and non-assessable.

Our Board of Directors may, without shareholder approval, establish and issue shares of one or more classes or series of common stock having the designations, number of shares, dividend rates, liquidation preferences, redemption provisions, sinking fund provisions, conversion rights, voting rights and other rights, preferences and limitations that our Board may determine. The Board may authorize the issuance of common stock with voting, conversion and economic rights similar to the common stock so that the issuance of common stock could adversely affect the market value of the common stock.

Preferred Stock

On March 21, 2019, the Company filed with the Secretary of State of the State of Idaho the Certificate of Designation for Series B Super Voting Preferred Stock, 1 share of which was authorized and was issued to Sheldon Karasik, the Company’s former CEO and Chairman. Reference is made to Exhibit 99.1, the Certificate of Designation of the Series B Super Voting Preferred Stock, for the Preferences, Rights, Limitations, Qualifications and Restrictions of the Series B Super Voting Preferred Stock, which was filed as Exhibit 99.1 to the Company’s Form 8-K filed on March 21, 2019. On March 27, 2019, the Board of Directors authorized the issuance of: (i) 400,000 shares of newly designated Series C Convertible Preferred Stock to IDH Holdings 2 and Sunlight Financial, the 75% owners of NuAxess and PR345, respectively, with 200,000 shares of Series C Preferred Stock issuable to each; and (ii) 400,000 shares of newly designated Series D Convertible Preferred Stock to Draper, Inc., a Nevada corporation, and Carriage House, Inc., a Delaware corporation, with 200,000 shares issuable to each, in exchange for their shares in NuAxess and PR345, respectively. The Series C and Series D Preferred Stock represent 92.5% of the outstanding capital stock of the Company at the date of Closing. The outstanding Common Stockholders of the Company at the Closing retained 7.5% of the issued and outstanding Common Stock, which Common Stock will be subject to dilution upon the conversion on existing convertible notes and subsequently issued convertible note issued for the purpose of funding the MMMM Mining Operations, subject to certain anti-dilution protections as set forth in the SEA’s. In addition, in connection with the Closing, Sheldon Karasik, the former CEO and Chairman, transferred and assigned to Pat Dileo, the Company’s new CEO, interim CEO and Chairman, the one outstanding share of Series B Super Voting Preferred Stock (the “Super Voting Shares”), entitled to that number of votes equal to 51% of the total number of voting capital stock of the Company, on a fully diluted basis. The Super Voting Preferred Stock was transferred by Mr. Karasik to Mr. Dileo in consideration for the payment of $100,000 to Aurum, LLC, a newly organized private Nevada corporation formed and controlled by Mr. Karasik, the Company’s former CEO and Chairman, for the purpose to operating and controlling the Discontinued Mining Operations. The Super Voting Preferred Stock was transferred by Mr. Dileo to Mr. Joseph Frontiere upon Mr Dileo’s resignation as Chairman and CEO and Mr. Frontiere’s appointment as Chairman, Interim CEO and Interim CFO of Quad M.

Warrants

The warrants issued by the Company are common stock warrants issued to the selling stockholders. The common stock warrants are exercisable at an exercise price of $0.02 to $10.00 per share. The warrants may be exercised in whole or in part, subject to the limitations provided in the warrants. Any warrant holders who do not exercise their warrants prior to the conclusion of the exercise period will forfeit the right to purchase the shares of common stock underlying the warrants and any outstanding warrants will become void and be of no further force or effect. If at any time while any of the warrants are outstanding, Mineral Mountain issues common stock, or securities convertible into common stock, to any person at a price per share of common stock less than the exercise price of the warrants, the per share exercise price of the warrants will be reduced to the purchase price per share of the subsequent issuance.

Election and Removal of Directors

Each of our directors serves for a term of three years or until his successor is elected and qualified if there is no annual meeting. At each annual meeting of shareholders, the successors to the then current directors whose terms are expiring are elected to serve for one-year terms. Directors may be removed at any special meeting of our shareholders upon a vote of two-thirds of the outstanding shares of stock entitled to vote for directors. Holders of our common stock vote together for directors.

Shareholder Meetings

Our Bylaws provide that special meetings of shareholders may be called by our board of directors. In addition, upon the request of shareholders holding one-fifth of the voting power of all shareholders, the Secretary of our company is required to call a meeting of the shareholders. Finally, if no annual meeting of shareholders has taken place for a period of more than eighteen months, any shareholder may call a meeting of the shareholders of our company.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, an eligible stockholder is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. To be an eligible stockholder under Rule 144, such stockholder must not be deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144, subject to the expiration of the lock-up agreements described below.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Director Independence

The Company has three independent directors: Derrick Chambers, Douglas Cole and Robert Liscouski.

Code of Ethics

The Company adopted a Code of Business Conduct and Ethics that specifically addresses, among other things, potential conflicts of interest among employees, officers and directors. A copy of the Code of Business Conduct and Ethics will be provided to any person, without charge, upon written request sent by email to Pat Dileo, Chairman (pdileo@nuaxess.com).

ITEM 11. EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following sets forth the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended September 30, 2021 and 2020 paid to our present and former officers.

Summary Compensation Table

Warrant Grants

During the fiscal years ended September 30, 2021 and 2020, the Company did not grant any warrants in compensation for executive position duties.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth, as of January 8, 2021, certain information regarding the ownership of voting securities of Mineral Mountain by each stockholder known to our management to be (i) the beneficial owner of more than 5% of our outstanding common stock, (ii) our directors, (iii) our current executive officers named in the Summary Compensation Table, and (iv) all executive officers and directors as a group. We believe that, except as otherwise indicated, the beneficial owners of the common stock listed below, based on information furnished by such owners, have sole investment and/or voting power with respect to such shares.