UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



(Mark
One)



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



For
the Quarterly Period Ended June 30, 2022



Commission
file number: 1-03319



Quad
M Solutions, Inc.








(Exact
name of registrant as specified in its charter)



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



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





(Former
name, former address and former fiscal year, if changed since last report)



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



|Title
    of each class |  | Trading
    Symbols |  | Name
    of each exchange on which registered
|----------------------- |  | ------------------- |  | ---------------------------------------------
|N/A                     |  | N/A                 |  | N/A                                          



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



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



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



|Large
    accelerated filer | ☐ | Accelerated
    filer         | ☐
|--------------------------- | - | ----------------------------- | -
|Non-accelerated
    filer   | ☒ | Smaller
    reporting company | ☒
|Emerging
    growth company | ☒ |                               |  



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



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



As
of August 22, 2022, there were 166,643,802 shares of the issuer’s common stock outstanding.




















Table
of Contents



|                                  |                                                                                                                            | Page
|--------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | ----
|Part
    I. Financial Information |                                                                                                                           
|                                  |                                                                                                                            |     
|Item
    1.                       | Financial
    Statements                                                                                                   |     
|                                  | Condensed
    Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021                            | 3   
|                                  | Condensed
    Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2022 and 2021 (unaudited) | 4   
|                                  | Condensed
    Consolidated Statement of Stockholder’s Equity (unaudited) Ended June 30, 2022 and 2021 (unaudited)          | 5   
|                                  | Condensed
    Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021                        | 6   
|                                  | Notes
    to Condensed Consolidated Financial Statements (unaudited)                                                       | 7   
|Item
    2.                       | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                                  | 17  
|Item
    3.                       | Quantitative
    and Qualitative Disclosures about Market Risk                                                             | 18  
|Item
    4.                       | Controls
    and Procedures                                                                                                | 18  
|                                  |                                                                                                                            |     
|Part
    II. Other Information    |                                                                                                                           
|                                  |                                                                                                                            |     
|Item
    1.                       | Legal
    Proceedings                                                                                                      | 19  
|Item
    1A.                      | Risk
    Factors                                                                                                           | 19  
|Item
    2.                       | Unregistered
    Sales of Equity Securities and Use of Proceeds                                                            | 19  
|Item
    3.                       | Defaults
    upon Senior Securities                                                                                        | 20  
|Item
    4.                       | Mine
    Safety Disclosures                                                                                                | 20  
|Item
    5.                       | Other
    Information                                                                                                      | 20  
|Item
    6.                       | Exhibits                                                                                                                   | 20  
|                                  |                                                                                                                            |     
|Signatures                        | 21                                                                                                                        





2


Table of Contents




PART
I - FINANCIAL INFORMATION



Item
1. Financial Statements



QUAD
M SOLUTIONS, INC.

(fka
MINERAL MOUNTAIN MINING & MILLING COMPANY)

CONDENSED
CONSOLIDATED BALANCE SHEETS








|                                                                                                                            |  | June
    30, 2022 |             |   | December
    31, 2021 |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | --------------------- | -
|                                                                                                                            |  | (unaudited)       |             |   |                       |  
|ASSETS                                                                                                                      |  |                   |             |   |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|CURRENT
    ASSETS                                                                                                          |  |                   |             |   |                       |  
|Cash and cash
    equivalents                                                                                               |  | $                 | 1,001,653   |   |                       | $
|Accounts Receivable, net                                                                                                    |  |                   | 5,256,451   |   |                       |  
|Other
    Current Assets                                                                                                    |  |                   | 183,750     |   |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|Total
    Current Assets                                                                                                    |  |                   | 6,441,854   |   |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|OTHER
    ASSETS                                                                                                            |  |                   | 4,768,521   |   |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|TOTAL
    ASSETS                                                                                                            |  | $                 | 11,210,375  |   |                       | $
|                                                                                                                            |  |                   |             |   |                       |  
|LIABILITIES AND STOCKHOLDERS’
    EQUITY                                                                                    |  |                   |             |   |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|CURRENT
    LIABILITIES                                                                                                     |  |                   |             |   |                       |  
|Accounts payable                                                                                                            |  | $                 | 926,786     |   |                       | $
|Accrued interest                                                                                                            |  |                   | 225,926     |   |                       |  
|Notes payable - related
    party                                                                                           |  |                   | -           |   |                       |  
|Convertible debt, net                                                                                                       |  |                   | 328,920     |   |                       |  
|Derivative liability                                                                                                        |  |                   | 1,384,820   |   |                       |  
|Accrued expense                                                                                                             |  |                   | 16,500      |   |                       |  
|Aurum payable                                                                                                               |  |                   | 400,000     |   |                       |  
|Note payable                                                                                                                |  |                   | 5,932,106   |   |                       |  
|Due to preferred shareholders                                                                                               |  |                   | 1,416,313   |   |                       |  
|Other
    current liabilities                                                                                               |  |                   | 5,553,836   |   |                       |  
|Total
    Current Liabilities                                                                                               |  |                   | 16,185,207  |   |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|TOTAL
    LIABILITIES                                                                                                       |  |                   | 16,185,207  |   |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|COMMITMENTS
    AND CONTINGENCIES                                                                                           |  |                   | -           |   |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|STOCKHOLDERS’
    EQUITY                                                                                                    |  |                   |             |   |                       |  
|Preferred stock, $.10 par
    value, 10,000,000 shares authorized, 2,421,300 and 2,717,638 issued and outstanding           |  |                   | 242,907     |   |                       |  
|Common stock, $0.001 par
    value, 900,000,000 shares authorized; 140,556,181 and 20,121,010 shares issued and outstanding |  |                   | 143,557     |   |                       |  
|Additional paid-in capital                                                                                                  |  |                   | 18,139,229  |   |                       |  
|Shares to be issued                                                                                                         |  |                   | 202,800     |   |                       |  
|Subscription receivable                                                                                                     |  |                   | (3,000      | ) |                       |  
|Accumulated
    deficit                                                                                                     |  |                   | (23,700,325 | ) |                       |  
|Total
    Stockholders’ Equity                                                                                              |  |                   | (4,974,832  | ) |                       |  
|                                                                                                                            |  |                   |             |   |                       |  
|TOTAL
    LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                              |  | $                 | 11,210,375  |   |                       | $



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





3


Table of Contents




QUAD
M SOLUTIONS, INC.

(fka
MINERAL MOUNTAIN MINING & MILLING COMPANY)

CONSOLIDATED
STATEMENTS OF OPERATIONS








|                                                                                  |  | 2022                           |             |  | 2021                         |   |            | 2022        |  |  | 2021        | 
|--------------------------------------------------------------------------------- |  | ------------------------------ | ----------- |  | ---------------------------- | - | ---------- | ----------- |  |  | ----------- | 
|                                                                                  |  | Three
    Months Ended June 30 |             |  | Six
    Months Ended June 30 |  
|                                                                                  |  | 2022                           |             |  | 2021                         |   |            | 2022        |  |  | 2021        | 
|                                                                                  |  | (unaudited)                    |             |  | (unaudited)                  |   |            | (unaudited) |  |  | (unaudited) | 
|REVENUES                                                                          |  | $                              | 18,144,568  |  |                              | $ | 10,630,064 |             |  |  | 36,268,362  | 
|                                                                                  |  |                                |             |  |                              |   |            |             |  |  |             | 
|COST OF SALES                                                                     |  |                                | 15,852,288  |  |                              |   | 9,547,713  |             |  |  | 31,095,960  | 
|GROSS
    PROFIT                                                                  |  |                                | 2,292,280   |  |                              |   | 1,082,351  |             |  |  | 5,172,403   | 
|                                                                                  |  |                                |             |  |                              |   |            |             |  |  |             | 
|OPERATING EXPENSES                                                                |  |                                |             |  |                              |   |            |             |  |  |             | 
|Insurance expense                                                                 |  |                                | -           |  |                              |   | -          |             |  |  | -           | 
|Professional fees                                                                 |  |                                | 39,249      |  |                              |   | 47,706     |             |  |  | 154,300     | 
|General and administrative                                                        |  |                                | 612,840     |  |                              |   | 1,644,075  |             |  |  | 1,106,410   | 
|Payroll expense                                                                   |  |                                | 590,263     |  |                              |   | 247,058    |             |  |  | 1,063,833   | 
|Sales expense                                                                     |  |                                | -           |  |                              |   | 117        |             |  |  | 117         | 
|Travel                                                                            |  |                                | 22,478      |  |                              |   | 25,566     |             |  |  | 45,185      | 
|Other
    expenses                                                                |  |                                | -           |  |                              |   | 500,034    |             |  |  | -           | 
|TOTAL
    OPERATING EXPENSES                                                      |  |                                | 1,264,830   |  |                              |   | 2,464,556  |             |  |  | 2,369,845   | 
|                                                                                  |  |                                |             |  |                              |   |            |             |  |  |             | 
|INCOME  FROM OPERATIONS                                                           |  |                                | 1,027,450   |  |                              |   | (1,382,205 | )           |  |  | 2,802,558   | 
|                                                                                  |  |                                |             |  |                              |   |            |             |  |  |             | 
|TOTAL
    OTHER INCOME (EXPENSES)                                                 |  |                                | 748,745     |  |                              |   | (3,425,149 | )           |  |  | 2,744,307   | 
|                                                                                  |  |                                |             |  |                              |   |            |             |  |  |             | 
|INCOME
    BEFORE TAXES                                                           |  |                                | 1,776,195   |  |                              |   | (4,807,354 | )           |  |  | 5,546,865   | 
|                                                                                  |  |                                |             |  |                              |   |            |             |  |  |             | 
|INCOME TAXES                                                                      |  |                                | -           |  |                              |   | -          |             |  |  | -           | 
|                                                                                  |  |                                |             |  |                              |   |            |             |  |  |             | 
|NET
    INCOME (LOSS)                                                             |  | $                              | 1,776,195   |  |                              |   | (937,908   | )           |  |  | 5,546,865   | 
|                                                                                  |  |                                |             |  |                              |   |            |             |  |  |             | 
|NET
    INCOME PER COMMON SHARE, BASIC AND DILUTED                                |  | $                              | 0.01        |  |                              |   | (0.15      | )           |  |  | 0.04        | 
|WEIGHTED
    AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED |  |                                | 140,556,181 |  |                              |   | 7,125,207  |             |  |  | 140,556,181 | 



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





4


Table of Contents




QUAD
M SOLUTIONS, INC.

(fka
MINERAL MOUNTAIN MINING & MILLING COMPANY)

CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY








|                                               |  | Shares           |             |  | Amount              |   |         | Shares             |  |  | Amount      |  |  | Capital                                                                                                                                              |         |  | Deficit                 |   |            | Receivable |  |   | Equity      |  
|---------------------------------------------- |  | ---------------- | ----------- |  | ------------------- | - | ------- | ------------------ |  |  | ----------- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ------- |  | ----------------------- | - | ---------- | ---------- |  | - | ----------- | -
|                                               |  | Common
    Stock |             |  | Preferred
    Stock |   |         | Additional Paid-in |  |  | Accumulated |  |  | Stock
                                                                                                                  to be Issued or Subscription |         |  | Total
    Stockholders’ |  
|                                               |  | Shares           |             |  | Amount              |   |         | Shares             |  |  | Amount      |  |  | Capital                                                                                                                                              |         |  | Deficit                 |   |            | Receivable |  |   | Equity      |  
|Balance, March 31, 2022                        |  |                  | 116,784,295 |  |                     | $ | 116,784 |                    |  |  | 2,415,182   |  |  | $                                                                                                                                                    | 241,518 |  |                         | $ | 17,599,830 |            |  | $ | (29,247,190 | )
|Common stock issued for convertible debt       |  |                  | 5,985,122   |  |                     |   | 5,985   |                    |  |  | -           |  |  |                                                                                                                                                      | -       |  |                         |   | 532,676    |            |  |   | -           |  
|Common stock issued for financing fees         |  |                  | 963,213     |  |                     |   | 3,964   |                    |  |  | -           |  |  |                                                                                                                                                      | -       |  |                         |   | (63        | )          |  |   | -           |  
|Conversion of preferred stock                  |  |                  | 11,656,345  |  |                     |   | 11,656  |                    |  |  | 6,118       |  |  |                                                                                                                                                      | 1,389   |  |                         |   | (13,045    | )          |  |   | -           |  
|Warrants issued for convertible debt           |  |                  | 5,167,206   |  |                     |   | 5,167   |                    |  |  | -           |  |  |                                                                                                                                                      | -       |  |                         |   | 19,831     |            |  |   | -           |  
|Net income for period ending June 30,
    2022 |  |                  |             |  |                     |   |         |                    |  |  | -           |  |  |                                                                                                                                                      | -       |  |                         |   |            |            |  |   | 5,546,865   |  
|Balance, June 30, 2022                         |  |                  | 140,556,181 |  |                     | $ | 143,557 |                    |  |  | 2,421,300   |  |  | $                                                                                                                                                    | 242,907 |  |                         | $ | 18,139,229 |            |  | $ | (23,700,325 | )



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





5


Table of Contents




QUAD
M SOLUTIONS, INC.

(fka
MINERAL MOUNTAIN MINING & MILLING COMPANY)

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS








|                                                                                                    |  | 2022                          |            |   | 2021        |  
|--------------------------------------------------------------------------------------------------- |  | ----------------------------- | ---------- | - | ----------- | -
|                                                                                                    |  | Six
    Months Ended June 30, |           
|                                                                                                    |  | 2022                          |            |   | 2021        |  
|                                                                                                    |  | (unaudited)                   |            |   | (unaudited) |  
|                                                                                                    |  |                               |            |   |             |  
|CASH FLOWS FROM OPERATING
    ACTIVITIES:                                                           |  |                               |            |   |             |  
|Net income
    (loss)                                                                               |  | $                             | 5,546,865  |   |             | $
|Adjustments to reconcile
    net income (loss) to net cash provided (used) by operating activities: |  |                               |            |   |             |  
|Loss (gain) on revaluation
    of derivative liability                                              |  |                               | (3,037,136 | ) |             |  
|Changes in assets and liabilities:                                                                  |  |                               |            |   |             |  
|Decrease (increase) in
    prepaids                                                                 |  |                               |            |   |             |  
|Increase (decrease) in
    accounts payable                                                         |  |                               | 527,292    |   |             |  
|Increase (decrease) in
    accrued interest                                                         |  |                               | 59,010     |   |             |  
|Increase (decrease) in
    prepaid revenue                                                          |  |                               | -          |   |             |  
|Increase (decrease) in
    accrued expense                                                          |  |                               | (684,125   | ) |             |  
|Increase
    (decrease) in due to preferred shareholders                                            |  |                               | (175,609   | ) |             |  
|Increase
    (decrease) in due to other current assets/liabilities                                  |  |                               | (3,560,467 | ) |             |  
|Net
    cash used by operating activities                                                           |  |                               | (1,324,170 | ) |             |  
|                                                                                                    |  |                               |            |   |             |  
|CASH FLOWS FROM INVESTING
    ACTIVITIES:                                                           |  |                               |            |   |             |  
|Investments                                                                                         |  |                               | -          |   |             |  
|Net
    cash used by investing activities                                                           |  |                               | -          |   |             |  
|                                                                                                    |  |                               |            |   |             |  
|CASH
    FLOWS FROM FINANCING ACTIVITIES:                                                           |  |                               |            |   |             |  
|Proceeds from sale of preferred
    stock                                                           |  |                               | (18,553    | ) |             |  
|Proceeds from convertible
    debt, net                                                             |  |                               | (272,980   | ) |             |  
|Proceeds from sale of common
    stock and warrants, net                                            |  |                               | 65,546     |   |             |  
|Proceeds from note payable                                                                          |  |                               | 1,697,307  |   |             |  
|Net
    cash provided by financing activities                                                       |  |                               | 1,471,320  |   |             |  
|                                                                                                    |  |                               |            |   |             |  
|INCREASE(DECREASE) IN CASH
    AND CASH EQUIVALENTS                                                 |  |                               | 147,149    |   |             |  
|Cash, beginning of
    period                                                                       |  |                               | 854,504    |   |             |  
|Cash, end of period                                                                                 |  | $                             | 1,001,653  |   |             | $
|                                                                                                    |  |                               |            |   |             |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                                 |  |                               |            |   |             |  
|Interest paid                                                                                       |  | $                             |            |   |             |  
|Income
    taxes paid                                                                               |  | $                             |            |   |             |  
|Common stock issued
    for convertible debt                                                        |  | $                             | 5,985      |   |             | $



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





6


Table of Contents




QUAD
M SOLUTIONS, INC

(fka
MINERAL MOUNTAIN MINING & MILLING COMPANY)

Notes
to Condensed Consolidated Financial Statements

(Unaudited)

June
30, 2022



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 Subsidiariesunder Note 3 – Former Mining Operations, and Note 6 –
Share Exchange and Assignment Agreement, below.



On
May 13, 2019, the Company filed a Definitive Information Statement on Schedule 14C for the purpose of implementing the following corporate
actions: (i) the increase in the authorized shares of common stock from 100 million shares to 900 million shares (the “Authorized
Common Stock Share Increase”); and (ii) change the name of the Company from Mineral Mountain Mining & Milling Company to Quad
M Solutions, Inc. (the “Name Change”).



On
June 7, 2019, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Idaho
effecting the Name Change. On June 14, 2019 the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary
of State of the State of Idaho effecting the Authorized Common Stock Share Increase. In addition, effecting the Authorized Common Stock
Share Increase. In addition, on July 19, 2019, the Company obtained the requisite approval from FINRA for the Name Change.



NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



This
summary of significant accounting policies of Quad M Solutions, Inc and its two wholly owned subsidiaries, NuAxess and Open Axess, is
presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations
of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.



Fair
Value of Financial Instruments



The
Company’s financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses.
All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates
fair value at September 30, 2020 and December 31, 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.





7


Table of Contents




Going
Concern



As
shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of June 30,
2022, 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
$23,700,325.



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



The
Company plans to fund the operations of its two wholly owned subsidiaries, NuAxess and PR345, by potential sales of its common stock
and/or by issuing debt securities to institutional investors. However, there is no assurance that the Company will be able to achieve
these objectives, therefore substantial doubt about its ability to continue as a going concern exists.



Provision
for Taxes



Income
taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under
the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis
of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred
tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5
to allow recognition of such an asset. See Note 8.



Revenue
Recognition



Sales
revenues are generally recognized in accordance with the SAB 104 Public Company Guidance, when an agreement exists and price is determinable,
the services are rendered, net of discounts, returns and allowance and collectability is reasonably assured. We are often entitled to
bill our customers and receive payment from our customers in advance of recognizing the revenue. In the instances in which we have received
payment from our customers in advance of recognizing revenue, we include the amounts in deferred or unearned revenue on our consolidated
balance sheet.



NOTE
3 – SHARE EXCHANGE AND ASSIGNMENT AGREEMENT



On
April 16, 2019, the Company entered into a Share Exchange and Assignment Agreement (the “MBO Agreement”) with Aurum, LLC
(“Aurum”), a newly formed Nevada corporation organized by Sheldon Karasik, the Company’s former CEO, Chairman and a
principal shareholder for the purpose of acquiring 75% of the capital stock of the MMMM Mining Subsidiaries from the Company for cash
consideration of $10 plus the assumption by Aurum of all of the liabilities of the Mining Subsidiaries. On the date of closing of the
MBO Agreement, the Company made a payment of $100,000 to Aurum, which proceeds were to be used by Aurum to fund the operations of the
MMMM Mining Subsidiaries. The MBO Agreement also required the Company to allocate a portion of the proceeds received by the Company under
the Crown Bridge Equity Line, if any, to pay Aurum for the operations of the MMMM Mining Subsidiaries, among other terms and conditions.
In connection with the MBO Agreement, Aurum assumed all of the liabilities of the MMMM Mining Subsidiaries, which were disclosed to the
Company as totaling approximately $96,673. As a result of this transaction, a loss of $403,327 was recorded.





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NOTE
4 – CONVERTIBLE DEBT



Outstanding
Convertible Debt



On
or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $25,000,
together with interest at the rate of 8% per annum, with a maturity date of November 4, 2022. During the period ended December 31, 2021,
$312 of regular interest and $3,904 of debt discount was expensed. On or about November 4, 2021, the Company issued a convertible promissory
note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity
date of November 4, 2022. During the period ended December 31, 2021, $624 of regular interest and $7,808 of debt discount was expensed.
On or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of
$25,000, together with interest at the rate of 8% per annum, with a maturity date of November 4, 2022. During the period ended December
31, 2021, $312 of regular interest and $4,318 of debt discount was expensed. On or about November 4, 2021, the Company issued a convertible
promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with
a maturity date of November 4, 2022. During the period ended December 31, 2021, $624 of regular interest and $8,636 of debt discount
was expensed. On or about November 9, 2021, the Company issued a convertible promissory note to an institutional investor for the principal
sum of $220,000, together with interest at the rate of 8% per annum, with a maturity date of November 9, 2022. During the period ended
December 31, 2021, $2,542 of regular interest and $27,405 of debt discount, and $3,937 in derivative liability discount was expensed.
On or about April 29, 2019, the Company issued a convertible promissory note to another institutional investor for the principal sum
of $66,000, together with interest at the rate of 12% per annum, with a maturity date of April 29, 2020. During the period ended September
30, 2021, $3,993 of regular interest, was expensed. During the period ended December 31, 2021, $3,993 of regular interest was expensed.



On
or about May 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.



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 of8% per annum, with a maturity date of August 4, 2022. During the period ended December 31, 2021,
$13,308 of regular interest and $166,356 of debt discount was expensed. On or about August 10, 2021, the Company issued a convertible
promissory note to an institutional investor for the principal sum of $150,000, together with interest at the rate of 8% per annum, with
a maturity date of August 10, 2022. During the period ended December 31, 2021, $3,024.66 of regular interest and $37,498.63 of debt discount
was expensed. On or about August 13, 2021, the Company issued a convertible promissory note to an institutional investor for the principal
sum of $137,500, together with interest at the rate of 8% per annum, with a maturity date of August 13, 2022. During the period ended
December 31, 2021, $2,811 of regular interest, $30,499 of debt discount and $4,159 of derivative liability discount was expensed. On
or about August 20, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000,
together with interest at the rate of 8% per annum, with a maturity date of August 20, 2022. During the period ended December31, 2021,
$1,008 of regular interest, $8,241 of debt discount and $4,362 of derivative liability discount was expensed. On or about September 20,
2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $110,000, together with
interest at the rate of 8% per annum, with a maturity date of September 20, 2022.





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NOTE
5 – NOTE PAYABLE



On
April 9, 2021, the Company entered into a Master Senior Loan Agreement (“MSLA”) with BeachStar Partners, LLC as Lender and
Administrative Agent. Pursuant to the MSLA, the Company borrowed the initial sum of $4,200,000,
which sum has been received by the Company in full. A Promissory was issued at closing, the Note bears interest at18%
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 or4% 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.



NOTE
6 – COMMON AND PREFERRED STOCK



Upon
formation the authorized capital of the Company was 2,000,000 shares of common stock with a par value of $.05, in 1953 the Company increased
the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares of
common stock, and in 2014 the Company increased the authorized capital to 100,000,000 shares of common stock with a par value of $.001
and 10,000,000 shares of preferred stock with a par value of $.10. On May 13, 2019, the Company filed a DEF 14C approving the increase
in authorized shares of common stock from 100,000,000 shares to 900,000,000 shares.



Preferred
Stock



Series
B Super Voting Preferred Stock



On
March 21, 2019, the Company, while under the control of former CEO, Chairman and principal shareholder, Sheldon Karasik, filed a Certificate
of Designation amending the Articles of Incorporation and designating the rights and restrictions of one (1) share of newly authorized
Series B Super Voting Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), pursuant to resolutions
approved by the Board of Directors (the “Board”) on November 5, 2018. On March 21, 2019, the Company issued to Sheldon Karasik,
the Chief Executive Officer, President and Chairman of the Board, the one (1) share of Series B Preferred Stock for $0.16, which price
was based on the closing price of the Company’s Common Stock of $0.16 as of November 5, 2018, the date of the issuance, which was
approved by the Company’s then Board. Sheldon Karasik, as the holder of the Series B Preferred Stock, was entitled to vote together
with the holders of the Company’s Common Stock upon all matters that may be submitted to holders of Common Stock for a vote, and
on all such matters, the share of Series Voting Preferred Stock shall be entitled to that number of votes equal to 51% of the total number
of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such
date of determination, on a fully diluted basis. The Company filed the Certificate of Designation with the Secretary of State of Idaho
on March 21, 2019. In connection with the closing of the SEAs and the MBO Agreement, Mr. Karasik transferred and assigned the Series
B Preferred Stock to Pat Dileo, the Company’s CEO and Chairman. During the period ended December 31, 2021, Pat Dileo transferred
and assigned the Series B Preferred Stock to the current CEO and Chairman, Joseph Frontiere.



Series
C and Series D Convertible Preferred Stock



On
April 2, 2019, the Company filed two Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of 400,000 shares of Series C Convertible Preferred Stock par value $0.10 and 400,000 shares of Series
D Convertible Preferred Stock par value $0.10, which were originally issued pursuant to two separate Share Exchange Agreements, see Note
5.



During
the three-month period ended March 31, 2022, the holders of shares of Series C Convertible Preferred Stock and Series D Convertible Preferred
Stock (collectively, the “Series C and Series D Shares”) converted a total of 193,101 Series C and Series D Shares into a
total of 23,396,128 shares of Common Stock.





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Series
E Convertible Preferred Stock



On
April 8, 2019, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of 25,000 shares of Series E Convertible Preferred Stock with par value $0.10 and stated value $10.



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



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



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



Series
F Convertible Preferred Stock



On
March 9, 2019, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of 20,750 shares of Series F Convertible Preferred Stock with par value $0.10 and stated value $10.



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



On
October 2, 2020, the 3,400 remaining outstanding shares of Series F Preferred Stock was converted into 881,250 shares of common stock.



13%
Series G Cumulative Redeemable Perpetual Preferred Stock



On
April 27, 2020, the Company filed a Certificate of Designation amending the Articles of Incorporation and designation the rights and
restrictions of 2,000,000 shares of 13% Series G Cumulative Redeemable Perpetual Preferred Stock, par value $0.10 and a stated value
of $25 per share. The Series G Holders will not have any voting rights. To date, no shares of the Series G Cumulative Redeemable Perpetual
Preferred Stock have been issued or are outstanding nor are there any plans to issue any shares of Series G Cumulative Redeemable Perpetual
Preferred Stock.





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Series
M Convertible Preferred Stock



On
April 27, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of 50,000 shares of Series M Convertible Preferred Stock with par value $0.10.



On
May 28, 2020, the Company’s Board of Directors approved the execution of consulting services agreements with six unrelated persons/entities,
none of whom were affiliates of the Company, pursuant to which the Company agreed to the issuance of 11,500 shares of a Series M Convertible
Preferred Stock.



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



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



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



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



During
the quarter ended September 30, 2021, the 4,500 shares of Series M Preferred Shares that were previously disclosed as being converted
during the quarter ended December 31, 2020, was reversed as it did not happen.



Series
A Convertible Preferred Stock



On
July 2, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of 2,851,318 shares of Series A Convertible Preferred Stock with par value $0.10.



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





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Series
H Convertible Preferred Stock



On
August 28, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of 5,000 shares of Series H Convertible Preferred Stock with par value $0.10 and stated value $10. The
shares were issued for cash of $25,000.



During
the quarter ended March 31, 2021, a total of 1,259 shares of Series H Convertible Preferred stock were converted into 599,733 shares
of common stock.



7%
Series O Cumulative Redeemable Perpetual Preferred Stock



On
September 28, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and designation the rights
and restrictions of 1,000,000 shares of Series O 7% Redeemable Cumulative Preferred Stock, par value $0.10 and a stated value of $12.50.



9%
Series N Convertible Preferred Stock



On
November 20, 2020, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of 100,000 shares of Series N Convertible Preferred Stock with par value $0.10.



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



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



Series
R Convertible Preferred Stock



On
November 19, 2021, the Company filed a Certificates of Designation amending the Articles of Incorporation and the Certificates of Designation
of the rights and restrictions of 100,000 shares of Series R Convertible Preferred Stock with par value $0.10.



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



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





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

SCHEDULE
OF PREFERRED STOCK OUTSTANDING

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



Common
Stock



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



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



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



During
the three-month period ended December 31, 2021, the Company issued 3,100,000 shares of common stock for conversion of preferred shares;
2,962,500 shares for conversion of warrants and 3,200,000 shares of common stock for conversion reserved preferred shares for debt due
to preferred shareholders. (See above.) Additionally, the Company issued 2,000,000 shares of common stock for services valued at $200,000.



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



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





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The
following warrants were outstanding at June 30, 2022:

SUMMARY OF WARRANTS OUTSTANDING

|Warrant
    Type |  | Warrants Issued
                                            and Unexercised |           |  | Exercise Price |   |           | Expiration Date
|---------------- |  | --------------------------------------------------------------------------- | --------- |  | -------------- | - | --------- | ---------------
|Warrants*        |  |                                                                             | 1,666,667 |  |                | $ | 0.02      |                
|Warrants*        |  |                                                                             | 1,249,995 |  |                | $ | 0.60      |                
|Warrants         |  |                                                                             | 3,000,000 |  |                | $ | 1.00      |                
|Warrants         |  |                                                                             | 7,333,333 |  |                | $ | 0.09      |                
|Warrants         |  |                                                                             | 1,666,667 |  |                |   | 0.09      |                
|Warrants         |  |                                                                             | 550,000   |  |                |   | 0.09      |                
|Warrants         |  |                                                                             | 555,555   |  |                |   | 0.09      |                
|Warrants         |  |                                                                             | 1,222,222 |  |                |   | 0.09      |                
|Warrants         |  |                                                                             | 1,252,526 |  |                |   | 0.09-0.30 |                



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



The
following warrants were outstanding at December 31, 2021:



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



NOTE
7 – RELATED PARTY TRANSACTIONS



During
the year ended September 30, 2016 the Company issued a note payable to a family member of a former officer in the amount of $15,000.
$3,000 was converted to 300,000 shares of common stock and $5,000 was repaid in cash. The note bears interest at a rate of 10% beginning
on July 24, 2016, the balance of principal and interest at December 31, 2021 and 2020 was $12,095 and $11,045, respectively.



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





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NOTE
8 – INCOME TAXES



Topic
740 in the Accounting Standards Codification (ASC 740) prescribes recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition. At December31, 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.



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





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Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations General



The
following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our financial
statements and the notes to those statements. In addition to historical financial information, this discussion contains forward-looking
statements reflecting our management’s current expectations that involve risks and uncertainties. Actual results and the timing
of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those
discussed under the heading “Risk Factors” in our Consolidated Annual Report on Form 10-K filed with the Securities and Exchange
Commission (“SEC”) on January 15, 2019.



Unless
otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company”
or “our Company,” “Quad M” refer to Quad M Solutions, Inc., an Idaho corporation.



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



Results
of Operations for the Three Months Ended June 30, 2022 compared to the Three Months Ended June 30, 2021



Revenue



During
the three months ended June 30, 2022 and June 30, 2021 the Company received $18,144,568 and $10,630,064, respectively in revenue principally
from insurance premiums and we incurred $15,852,288 and $9,547,713 in expense directly related to this revenue.



Expenses



Operating
expenses for the three-month period ended June 30, 2022 was $1,264,830 compared to $2,464,556 for the same period of the prior year.



Working
Capital



The
Company’s net profit for the three month-period ended June 30, 2022 was $1,776,195 compared to a net loss of $4,807,354 at June
30, 2021. This net profit is due primarily to an increase in revenue and rationalization of COGs and SG&A.



During
the three months ended June 30, 2022, our principal sources of liquidity included cash received from notes payable. During the three
months ended June 30, 2022 our principal source of liquidity included proceeds from short term loans. We intend to use new capital in
the form of new equity or debt to further advance objectives. Net cash used by operating activities totaled $1,324,170 and $2,799,744
for the three months ending June 30, 2022 and 2021, respectively. Net cash provided by financing activities totaled $3,277,092 and $892,115
for the three-month periods ending June 30, 2022 and 2021, respectively. The change between 2022 and 2021 is primarily attributed to
an increase revenue and proceeds from short term loans in 2022 as compared to 2021.



As
reflected in our accompanying financial statements, we have limited cash negative working capital limited revenues and an accumulated
deficit of $23,700,325 and $30,908,777 for the three-month period ending June 30, 2022 and year ended December 31, 2021, respectively.
Notwithstanding our belief that we will be able to continue to raise capital through the issuance of convertible notes at terms and condition
acceptable to the Company, of which there can be no assurance, these factors indicate that we may be unable to continue in existence
in the absence of receiving additional funding. In addition to our operating expenses which average approximately $350,000 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.





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Off-Balance
Sheet Arrangements



The
Company has not undertaken any off-balance sheet transactions or arrangements. We have no guarantees or obligations other than those
which arise out of normal business operations.



Critical
Accounting Policies and Estimates



Our
significant accounting policies are more fully described in Note 2 to our Unaudited Condensed Consolidated Financial Statements.



Item
3. Quantitative and Qualitative Disclosures about Market Risk



We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required
under this item.



Item
4. Controls and Procedures



Disclosure
Controls and Procedures



As
of June 30, 2022, we conducted an evaluation, under the supervision and participation of management including our chief executive officer
and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)
of the Securities Exchange Act of 1934, as amended). Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.



The
management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on this assessment,
management determined that, during the three-months ended June 30, 2022 our internal controls and procedures require additional improvement
due to deficiencies in the design or operation of the Company’s internal controls. Management identified the following areas of
improvement in internal controls over financial reporting:



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



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



Changes
in Internal Control over Financial Reporting



We
have evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or
in other factors that could significantly affect those controls as of June 30, 2022.





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Table of Contents




PART
II - OTHER INFORMATION



Item
1. Legal Proceedings



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



Item
1A. Risk Factors



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



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



During
the quarter ended June 30, 2022 5,985,122 shares of common stock for the conversion of convertible debt at an average conversion price
of $.09; 11,656,345 for the conversion of 6,118 shares of multiple series of preferred stock.





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Table of Contents




Item
3. Defaults upon Senior Securities



None



Item
4. Mine Safety Disclosures



None



Item
5. Other Information



None



Item
6. Exhibits



The
following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.



|Exhibit
    No. |  | Description                                                                                                   
|--------------- |  | --------------------------------------------------------------------------------------------------------------
|31.1            |  | Certification
    of Principal Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002    
|31.2            |  | Certification
    of Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1            |  | Certification
    of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002    
|32.2            |  | Certification
    of Interim Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|                |  |                                                                                                               
|101.INS         |  | Inline
    XBRL Instance Document                                                                             
|101.SCH         |  | Inline
    XBRL Taxonomy Extension Schema Document                                                            
|101.CAL         |  | Inline
    XBRL Taxonomy Extension Calculation Linkbase Document                                              
|101.DEF         |  | Inline
    XBRL Taxonomy Extension Definition Linkbase Document                                               
|101.LAB         |  | Inline
    XBRL Taxonomy Extension Label Linkbase Document                                                    
|101.PRE         |  | Inline
    XBRL Taxonomy Extension Presentation Linkbase Document                                             
|104             |  | Cover
    Page Interactive Data File (embedded within the Inline XBRL document)                               





20


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SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



|                           | Quad
    M Solutions, Inc.
|-------------------------- | --------------------------
|                           |                           
|Dated:
    August 22, 2022 | By:                       
|                           |                           
|                           |                           
|                           |                           





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