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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended ~~September 30, 2021~~

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition~~fiscal ~~period~~year ~~from~~ended ~~[ ]~~December ~~to [ ]~~31, 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)

Quad M Solutions, Inc

~~115~~1111 Belt ~~River~~Line Road, Suite ~~151~~108E

~~Edgewater~~Garland, Texas ~~New Jersey 07020~~75040

(~~723~~877) ~~423~~ 465-~~5520~~8080

(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

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

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.

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

~~The~~Indicate the ~~registrant~~number ~~had~~of ~~66,748,674~~ shares ~~of Common Stock~~ outstanding ~~on September 30, 2021. The aggregate market value~~ of the ~~721,164~~registrant’s ~~shares of~~ Common Stock ~~held~~as ~~by non-affiliated shareholders~~ of the ~~Registrant~~latest onpracticable ~~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 ~~the~~aggregate ~~number~~market ofvalue ~~shares outstanding~~ of the ~~registrant’s~~common ~~Common~~equity ~~Stock~~held by asnon-affiliates of the ~~latest~~Registrant ~~practicable~~(assuming ~~date:~~for 96these purposes,~~084~~ but without conceding,~~948~~ ~~shares~~that all executive officers and Directors are “affiliates” of ~~common~~the ~~stock~~Registrant) as of ~~January~~March 1231, 2023, the last business day of the Registrant’s most recently completed ~~2022~~fiscal quarter, was $6,523,110.99 (based on the closing sale price of the Registrant’s Common Stock on that date.

217,437,033 shares of Common Stock as of April 14, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page

	Forward Looking Statements	3

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information	14

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	14
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accounting Fees and Services	20

PART IV

Item 15.	Exhibits and Financial Statement Schedules	21
Item 16.	Form 10–K Summary	21

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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.

Table of Contents

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~~1111 ~~River~~Belt Line Road, Suite ~~151~~108E, ~~Edgewater~~Garland, ~~New~~TX ~~Jersey~~75040 ~~07020,~~ and our telephone number is: (~~732~~877) ~~423~~465-~~5520~~8080. 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~~April 414, ~~2022~~2023 the closing sale price of the Common Stock on the OTC was $0.4003 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~~ 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.; (“NuAxess”); (ii) PR345, Inc., n/k/a OpenAxess, Inc. (“OpenAxess”);

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~~ health saving account administration, the Company can provide employers and their employees with invaluable aggregated HIPAA aggregated ~~compliant~~ compliant data that can be used to analyze and evaluate healthcare services used to support the Company’s medical reinsurance stop-loss ~~risk~~ 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.

Table of Contents

New Business Developments

~~Termination~~Our Business ~~of iCan Acquisition~~Strategy

OnThe Company, ~~January~~through 8,its ~~2021~~subsidiaries and joint venture partners, ~~the~~believes ~~Company~~that ~~received~~existing market conditions and ~~accepted~~ athe ~~notice~~lack of ~~termination,~~sufficient byaffordable major ~~mutual~~medical ~~agreement,~~comprehensive ofhealth ~~its~~insurance ~~acquisition~~products and services for small and mid-sized employers and the growing number of participants in the ~~iCan~~gig-economy ~~Benefit~~should ~~Group,~~enable ~~LLC~~the Company to successfully market its health insurance related products and ~~iCan~~services ~~Holdings,~~and ~~LLC~~a ~~(collectively~~variety ~~referred~~of third-party products and services to employers, employees and disparate classes of workers who are classified as ~~“iCan).~~small ~~The~~group ~~mutually~~and ~~agreed~~today many ~~termination~~describe ~~was~~as the ~~result~~growing ~~of:~~‘gig’ ~~(i)~~economy ~~extensive~~essential ~~due~~workers. ~~diligence~~The ~~efforts,~~primary ~~including~~emphasis of the Company ~~auditing~~ ~~the~~is ~~financial~~to ~~statements~~provide support, using state of ~~iCan~~the ~~Holdings~~art technology, ~~LLC~~to employers and ~~iCan~~employees ~~Benefits~~to ~~Group,~~facilitate ~~LLC~~access and ~~subsidiaries;~~achieve ~~(ii)~~a ~~the~~sustainable ~~refusal~~way byto ~~iCan~~provide ~~creditors~~their employees toquality ~~accept~~comprehensive inmajor ~~satisfaction~~medical ofhealth ~~iCan’s~~insurance ~~debt~~programs ~~the~~and ~~Company’s~~services ~~issuance~~that ofcomply 1with ~~million~~local, ~~shares~~state, ofand ~~newly~~federal ~~authorized~~regulations. 7%Using Employee ~~Redeemable~~Retirement ~~Preferred Stock~~Income ~~having~~Security Act of 1974 (ERISA), a ~~stated~~U.S. ~~value~~federal statute that protects the retirement assets of ~~$12.50~~Americans by ~~per~~establishing ~~share~~rules to ~~iCan’s~~prevent ~~creditors;~~fiduciaries ~~and~~from ~~(iii)~~misuse ~~the~~of ~~action~~plan byassets, ~~iCan’s~~and ~~creditors~~through onpartially ~~December~~self-funded/level funded health insurance 31plans, ~~2020~~small ~~under~~employers, ~~its~~that ~~agreement~~historically ~~with~~have ~~iCan~~ not toused ~~extend~~or ~~deadlines~~been ~~imposed~~able onto ~~iCan~~use totraditional ~~repay~~health ~~iCan’s~~insurance ~~debt~~plans ~~which~~from ~~was~~the ~~originally~~status ~~due~~quo onlegacy ~~September~~carriers 29can actually benefit from self-insurance, ~~2020~~as large group employers have benefitted for decades.

~~Our~~It is ~~Business~~widely ~~Strategy~~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.

~~The Company, through its~~As ~~subsidiaries~~a ~~and joint venture partners~~result, ~~believes~~the ~~that~~Company ~~existing~~has ~~market~~developed ~~conditions~~ and, since the ~~lack~~beginning of ~~sufficient~~the ~~affordable~~second ~~major~~fiscal ~~medical comprehensive~~quarter ~~health~~of ~~insurance~~2020 ~~products~~has ~~and~~been ~~services~~operating ~~for~~its ~~small~~business ~~and~~plan providing ~~mid-sized~~its ~~employers and the~~ growing ~~number~~target ofmarket ~~participants~~with ina ~~the gig-economy~~full ~~should~~range ~~enable~~of ~~the~~affordable ~~Company~~major tomedical ~~successfully~~healthcare ~~market~~plans, ~~its~~technology, ~~health~~financial, ~~insurance related products~~ and ~~services and a variety of third-party~~insurance ~~products~~related ~~and~~ services. toWhile ~~employers,~~there ~~employees~~can ~~and~~be ~~disparate~~no ~~classes~~assurance of ~~workers~~our ~~who~~continued ~~are~~ability ~~classified~~to assuccessfully ~~small~~enroll ~~group~~in ~~and~~a ~~today~~timely ~~many~~fashion ~~describe as~~a ~~the~~sufficient ~~growing~~percentage of ~~‘gig’~~our ~~economy~~target ~~essential~~market ~~workers.~~and ~~The~~begin ~~primary~~to ~~emphasis~~generate ofprofitable ~~the~~sustainable ~~Company~~operations isby toproviding ~~provide~~full-service ~~support,~~insurance ~~using~~and ~~state~~benefit ofsolutions with the ~~art~~quality ~~technology,~~necessary to ~~employers~~maintain ~~and~~health ~~employees~~benefits ~~to facilitate access~~ and ~~achieve~~insurance afor ~~sustainable~~its ~~way to provide their~~ employees ~~quality comprehensive~~while ~~major~~minimizing ~~medical~~financial ~~health~~risk ~~insurance~~associated ~~programs and services that comply~~ with catastrophic ~~local,~~medical ~~state~~claims, ~~and~~except ~~federal~~through ~~regulations.~~the ~~Using~~use ~~Employee Retirement~~of ~~Income~~medical ~~Security~~stop ~~Act~~loss ofreinsurance ~~1974~~policies ~~(ERISA),~~offered aby UA.SM. ~~federal~~Best ~~statute~~rated ~~that~~carriers. ~~protects the retirement assets of Americans by establishing~~It ~~rules~~is togenerally ~~prevent~~recognized ~~fiduciaries~~that ~~from~~small ~~misuse~~group ~~of plan assets, and through partially self-funded/level funded health insurance plans, small~~ employers, ~~that~~do ~~historically~~not have ~~not~~the ~~used~~financial orcapabilities ~~been able~~ to ~~use~~fund ~~traditional~~catastrophic ~~health~~liability ~~insurance~~risks ~~plans~~so ~~from the status quo legacy carriers~~their ~~can~~use ~~actually~~of ~~benefit~~medical ~~from self~~stop-~~insurance,~~loss asreinsurance ~~large~~is ~~group employers have benefitted for decades~~mandatory.

ItThe medical stop-loss reinsurance business is ~~widely~~a ~~recognized that~~complex ~~80%~~global orindustry ~~more~~and, ofat ~~small~~its ~~group~~most ~~employers~~basic level, ~~because~~is ofsimply anliability ~~historic~~catastrophic ~~lack~~insurance rather ofthan ~~alternatives,~~medical ~~still~~insurance. ~~must~~The ~~use~~Company ~~traditional~~through ~~fully~~its third-~~insured~~party ~~health insurance~~strategic ~~plans~~joint ~~issued~~venture bypartners, ~~the~~e.g., ~~legacy~~Third ~~carriers~~Party ~~despite~~Administrators ( ~~the~~TPA), ~~higher~~Plan ~~premium~~Benefit ~~costs~~Administrators ~~that~~( ~~have~~PBA), ~~nearly~~technology ~~doubled~~developers, ~~since~~provider ~~2010~~services, ~~during~~financial ~~which~~institutions, ~~time~~Infiniti HR, Inc .a national ~~plan~~professional ~~benefits~~employer ~~were~~organization ~~reduced~~(PEO) and ~~deductibles~~others, ~~copays,~~have ~~coinsurance~~developed ~~rose.~~a ~~Conversely,~~comprehensive ~~more~~benefits ~~than~~and ~~90%~~self-insurance ofsystem ~~large~~and ~~group~~possesses the ~~employers~~experience ~~use~~and ~~ERISA~~skills ~~qualified health~~necessary ~~plans~~to medically underwrite employee lives, pay medical claims, and ~~not~~place ~~fully~~medical ~~insured~~stop-loss ~~legacy~~reinsurance coverages ~~carrier~~for its ERISA compliant health plans. ~~Despite~~developed specifically for the small group employer market ~~needs~~ and ~~the~~gig ~~size~~economy. ofThe ~~this market~~medical inhealth ~~annual~~insurance ~~premiums~~plans ~~paid,~~covering ~~which~~these isworkers ~~estimated~~are atclassified ~~$377~~as ~~billion~~comprehensive ~~annually~~major ~~and~~medical ~~comprises~~health ~~approximately~~insurance 60plans ~~million~~with ~~workers~~reinsurance ~~and~~stop-loss coverage ~~growing~~to safeguard against catastrophic losses when they occur. The ~~small~~ ~~group~~Company’s ~~employer~~management ~~market~~has isdetermined not ~~adequately~~to ~~equipped~~implement ~~either~~as part ~~financially~~of orits ~~through~~services ~~its~~nor ~~management’s~~recommend ~~lack~~the use of ~~experience~~short-term medical plans, toindemnity ~~properly use~~plans, and ~~exploit~~minimum ~~existing~~essential ~~ERISA~~coverage ~~health~~(MEC) plans ~~notwithstanding~~as alternatives ~~their~~nor ~~acknowledged~~as ~~needs,~~solutions infor ~~part~~small ~~because~~employers ofto ~~the~~give ~~complexities~~up inusing ~~compliance~~major medical comprehensive insurance plans because using other alternatives ~~with~~than ~~applicable~~major ~~rules~~medical plans: (i) short-term medical plans, ~~regulations~~indemnity plans, and ~~laws.~~minimum Weessential ~~also~~coverage ~~believe~~plans ~~that~~requires small employers and their employees to ~~implement~~bear ~~many~~the ofrisk should a catastrophic risk occur; and (ii) these ~~self-insured~~plans ~~ERISA~~are ~~programs,~~typically ~~our~~financially ~~target~~capped benefit ~~market~~policies ~~lacks~~that ~~staffing~~will ~~and~~not ~~experience~~pay inabove ~~utilizing~~the ~~new~~cap ~~technology~~amount. ~~platforms~~The ~~that~~single ~~typically~~main ~~require~~reason ~~highly~~for ~~trained~~bankruptcy ~~personnel~~filings toin ~~effectively~~the United States is the result of ~~implement~~indebtedness resulting from health and ~~operate~~medical ~~the~~claims/charged ~~actual~~regardless ~~tasks~~of ~~involved~~whether tothe ~~administer~~bankruptcy ~~these~~filer ~~self-insured~~had some form of health ~~plans~~insurance coverage or none.

~~As a result, the Company~~It ~~has~~is ~~developed~~important ~~and,~~to ~~since~~note ~~the~~that ~~beginning~~over of the ~~second~~past ~~fiscal~~decade ~~quarter~~many ofsmall ~~2020~~group ~~has~~employers ~~been~~and ~~operating~~employees, ~~its~~in ~~business~~addition ~~plan~~to ~~providing~~purchasing ~~its~~health ~~growing~~insurance from ~~target~~legacy ~~market~~carriers ~~with~~Blue aCross, ~~full~~Aetna, ~~range of affordable major medical healthcare plans~~Anthem, ~~technology~~Cigna, ~~financial~~United Health, and ~~insurance~~other ~~related~~regional ~~services. While~~fully ~~there~~insured ~~can~~carriers be(often noreferred ~~assurance~~to ofcollectively as ~~our~~“BUCA”), ~~continued~~are ~~ability~~also deciding to ~~successfully~~purchase ~~enroll~~additional inhealth acoverages ~~timely~~that ~~fashion~~are aindemnity ~~sufficient~~plans ~~percentage~~and ofnot ~~our~~comprehensive ~~target~~major ~~market~~medical ~~and~~plans. ~~begin~~These toplans ~~generate~~generally ~~profitable~~pay ~~sustainable~~benefits ~~operations~~the byBUCA ~~providing~~plans ~~full-service~~don’t ~~insurance~~or ~~and~~won’t ~~benefit~~cover, ~~solutions~~e.g., ~~with~~hospitalization, ~~the~~accident, ~~quality~~and ~~necessary~~critical toillness ~~maintain~~plans, ~~health~~dental ~~benefits~~ and ~~insurance~~vision ~~for~~plans ~~its~~and ~~employees~~all ~~while~~are ~~minimizing~~NOT ~~financial~~comprehensive ~~risk~~major ~~associated~~medical ~~with~~health ~~catastrophic~~insurance ~~medical claims~~plans, ~~except~~but ~~through~~rather ~~the~~they ~~use~~only cover ofdefined medical ~~stop~~event ~~loss~~costs ~~reinsurance~~associated ~~policies~~with ~~offered~~ever byincreasing ~~A.M.~~high ~~Best~~deductible ~~rated~~medical ~~carriers.~~plan Itlimits ~~is generally recognized~~ that ~~small~~major ~~group~~medical ~~employers~~plan docoverages impose. ~~not~~Indemnity ~~have~~plans ~~the~~are ~~financial~~being ~~capabilities~~marketed to ~~fund~~many ~~catastrophic~~that ~~liability~~use ~~risks~~the soAffordable ~~their~~Care ~~use~~Act ofplans ~~medical~~AKA ~~stop-loss reinsurance~~ObamaCare ~~is mandatory~~plans.

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.5

ItTable isof 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.Contents

5The 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.

~~Table~~The Company has implemented several new sales and marketing programs to directly reach the small group employer market largely through its use of ~~Contents~~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.

~~The Company believes that~~In byorder ~~being able~~ to ~~provide~~successfully ~~comprehensive~~compete ~~major~~with ~~medical health insurance program solutions for~~ the ~~small group employer market from one source~~BUCAs, ~~such~~of aswhich ~~the~~there ~~Company,~~can isbe ano ~~benefit offered by the Company to its target market which~~assurance, the Company ~~believes,~~benefit ~~will~~plans ~~positively~~offering ~~respond~~self-insured health ~~for~~plans ~~its~~and ~~services.~~enhanced ~~The~~member ~~main~~support ~~reasons~~and ~~for~~customer ~~the~~service ~~Company’s~~through ~~belief~~strategic inpartnerships ~~its~~with ~~ability~~innovative totechnology ~~penetrate~~platforms ~~this target market is the fact~~ that ~~historically,~~incorporate ~~more~~products ~~than~~and ~~80%~~services ofunder ~~small~~a ~~group~~single ~~employers~~administrative ~~have~~team. ~~been~~The ~~forced~~key toelements ~~use~~based ~~non-competitive~~upon ~~high-cost~~management’s ~~traditional major medical health plans at unsustainable high premium rate costs with ever-increasing member high deductible limits~~experience, ~~that~~in ~~uses~~determining ~~coinsurance, copays, and often provide less benefit~~which ~~coverages,~~sales ~~especially~~channels ~~mental health~~ and ~~Rx/drug~~markets ~~formularies~~to ~~and~~pursue ~~limited~~are ~~provider~~dependent ~~networks.~~on ~~Our~~our ~~strategy~~continued ~~has~~ability ~~been~~ to ~~develop~~contract ~~and provide transparency to health insurance benefits that includes: (i) a consumer driven health care model~~ with ~~value-based~~third ~~health~~party ~~plans~~vendors that ~~share financial~~provide ~~rewards with~~ our ~~members~~ products and ~~their~~services ~~providers; (ii) use prevention~~ and ~~wellness~~will ~~programs~~commit ~~that~~resources ~~complement~~in offering our ~~major~~products ~~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~~their ~~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~~clients. The Company’s ~~focus~~has ~~and~~already ~~primary~~commenced ~~emphasis~~sales and is continuing to ~~assist~~pursue ~~the~~known targeted small group employer ~~market~~markets ~~fund~~in ~~employee~~the ~~HSA~~States ~~which~~of Texas, ~~despite~~Florida, ~~considerable tax advantages~~ and ~~benefits~~many tosouthern ~~employers~~states ~~and employees have since~~whose ~~their~~laws ~~inception~~and inregulations ~~2004~~favor byour ~~the~~business USstrategy ~~Congress~~of ~~been~~competing ~~largely~~with ~~ignored by~~ the ~~BUCA’s.~~established ~~HSA~~legacy ~~have~~carriers ~~not~~Blue ~~been well funded despite more that 50 million employees owning HSA qualified health plans. Annual HSA contribution limits in 2019 were set at $3~~Cross,~~500~~ ~~for single employee plans and $7~~Aetna,~~000~~ ~~for a family plan. Presently~~Anthem, ~~legislation~~Cigna ~~before the U.S. House of Representatives, if~~ and ~~when Congress brings to the~~ ~~floor~~United ~~and~~Health ~~then requires U.S. Senate passage~~(BUCAs), ofand ~~which~~other ~~there~~regional ~~can~~fully beinsured nohealth ~~assurance~~insurance ~~notwithstanding the change in Administration, proposes to double the annual contribution limits bringing HSA closer in line with 401-K annual contribution limits~~carriers.

The Company ~~has~~continues ~~implemented several~~to ~~new~~target ~~sales~~rural ~~and~~communities ~~marketing~~in ~~programs~~those tosame ~~directly~~states ~~reach~~which ~~the~~must ~~small~~rely, ~~group~~to ~~employer~~a ~~market~~large ~~largely~~extent, ~~through~~on ~~its~~rural ~~use~~hospitals ofto ~~third-party staffing~~attract and ~~support~~maintain ~~staffing~~economic ~~companies.~~growth Atwhich ~~the~~are ~~same~~having ~~time,~~difficulties ~~the~~operating ~~Company~~and iswhere ~~furthering~~some ~~its~~hospitals ~~plan~~have tobeen ~~build~~ and/or ~~operate~~are ~~its~~planned ~~own~~to ~~staffing~~be ~~business,~~closed. ~~which~~While ~~the~~we ~~Company~~are ~~estimates~~yet ~~could~~to ~~take~~close upspecific toprojects arelated ~~year~~ to ~~implement~~this atplan, athe ~~cost~~Company ~~expected~~will continue to ~~exceed~~pursue ~~several~~its ~~million~~plans ~~dollars~~to orcreate, ~~more.~~in ~~As BUCA~~conjunction ~~health~~with ~~insurance~~rural ~~premium~~hospitals, ~~costs~~‘community ~~have~~health ~~risen~~exchanges’ ~~substantially~~whereby ~~over~~the hospitals contract with the ~~past~~Company ~~decade~~to provide benefit and insurance ~~deemed~~services ~~unsustainable~~through ~~for~~its ~~small~~establish ~~group~~its ~~employers,~~staffing ~~there is~~alternatives. ~~increased~~Through ~~interest~~the inCompany ~~supporting~~staffing ~~the~~it ~~known~~becomes ~~but~~the ~~misunderstood~~employer ~~self-insurance~~of ~~major~~record ~~medical~~and staffs ~~health~~local ~~benefits~~employees ~~for~~and ~~the~~provide ~~small~~all ~~group~~their ~~employer market~~necessary ~~making~~employee ~~the~~services ~~Company’s~~including ~~timing~~major tomedical gohealth toinsurance, ~~market~~payroll, ~~very~~HR, ~~timely~~and financial programs.

~~In order to successfully~~We ~~compete with the BUCAs~~believe, ofbut ~~which~~cannot ~~there can~~ be ~~no assurance~~assured, ~~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~~substantial ~~administrative~~opportunity ~~team.~~to Itsell ~~is our belief despite being relatively undercapitalized during the fiscal year-ended September 30, 2020, the six month March 31, 2021~~ and ~~nine-month~~brand ~~periods~~our ~~ended~~services ~~June~~with ~~30,~~rural ~~2021~~hospitals ~~generated~~should ~~revenues~~help ofto ~~approximately $ 18~~keep ~~million~~rural ~~and~~hospitals ~~$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~~closing. The ~~key~~Company ~~elements~~is ~~based~~developing ~~upon~~an ~~management’s~~Account ~~experience,~~Receivable ~~in determining~~(A/R) ~~which~~funding ~~sales~~program ~~channels~~for ~~and~~rural ~~markets~~hospital towhere ~~pursue~~it ~~are~~can ~~dependent on our continued ability to contract with third party vendors that~~purchase ~~provide~~BUCA ~~our products~~ and ~~services~~CMS ~~and~~claims ~~will commit resources in offering our products and services to their clients~~receivables. The Company has ~~already commenced~~had ~~sales~~preliminary ~~and~~discussions iswith ~~continuing~~several tofunding ~~pursue~~sources ~~known~~interested ~~targeted small group employer markets~~ in ~~the~~an ~~States~~A/R ~~of Texas, Florida, and many southern~~program ~~states~~since ~~whose~~these ~~laws~~medical ~~and~~receivables ~~regulations~~are ~~favor~~deemed ~~our~~investment ~~business~~grade ~~strategy~~paper. ofUnless ~~competing~~a ~~with~~suitable ~~the~~funding ~~established~~source ~~legacy~~can ~~carriers~~be ~~Blue~~found ~~Cross,~~and ~~Aetna,~~contracted ~~Anthem,~~the A/R ~~Cigna~~program ~~and~~cannot ~~United~~become ~~Health~~reality ~~(BUCAs),~~as ~~and~~the ~~other~~Company ~~regional~~doesn’t ~~fully~~have ~~insured~~adequate ~~health~~financial ~~insurance~~resources ~~carriers~~itself.

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.6

WeTable ~~believe,~~of 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.Contents

6The 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.

~~Table~~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 ~~Contents~~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.

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.Employees

~~Despite the fact that in~~The ~~many~~Company ~~states~~has ~~existing~~18 ~~insurance and labor laws and regulations are more than adequate to support small group employers to self~~full-~~insure their~~time ~~benefit~~employees, ~~and~~including ~~health~~its ~~insurance programs~~Chairman, ~~the~~CEO ~~fact remains that the virtual monopoly of the large~~ and ~~established~~Interim ~~legacy~~CFO, ~~carriers’ monopoly~~none ~~has had the effect~~ of ~~stifling~~whom ~~alternative~~are ~~insurance~~under ~~and~~employment ~~employee benefit solutions~~agreements. ~~The~~From ~~Company’s management believes~~time ~~that~~to ~~its innovative small employer benefits~~time, 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~~Company ~~group employer/business~~uses ~~market~~independent ~~and~~contractors ~~gig economy workers which we firmly believe is~~ and ~~will~~contract ~~increasingly~~services ~~be grow and dominate the economic landscape~~ for ~~decades~~administrative tofunctions ~~come.~~such Itas islegal, ~~estimated~~sales, ~~that on an annual basis~~IT, ~~small group employer annual premiums have exceeded $375 billion during~~accounting, ~~the past several years~~clerical, ~~which~~and webookkeeping ~~believe~~services ~~may be one of the largest markets lacking consumer/customer involvement~~ and ~~lacking~~expects ~~transparency and competition. Our business plan is~~ to ~~service~~do ~~this~~so ~~market~~for ~~with~~the ~~transparency,~~foreseeable ~~providing small group employer market~~future, ~~largely~~until ~~through its~~it ~~use~~generates ofpositive ~~third-party~~cash ~~staffing~~flow ~~and~~from ~~support staff companies~~operations, ~~and directly through the Company’s own staffing business as it develops~~ ~~offer~~of awhich ~~sustainable~~there ~~full-service~~can ~~benefits~~be ~~and~~no ~~major medical health insurance solution to the gig economy workers~~assurance.

~~Employees~~Government Regulations

The Company’s ~~has~~health 18insurance ~~full-time~~and employee benefits activities and financial services are subject to extensive federal, state and, ~~employees~~to a lesser extent, ~~including~~local ~~its~~regulations. ~~Chairman~~Each of the 50 States in the U.S. has adopted, ~~CEO~~by ~~and~~state ~~Interim~~statutes, ~~CFO~~laws and regulations, ~~none~~including those by the applicable State Departments of ~~whom~~Insurance, ~~are~~Labor, ~~under~~Treasury, ~~employment~~Health, ~~agreements~~Secretaries of State, among others. ~~From~~State ~~time~~laws and regulations govern health insurance and the issuance of insurance licensing to ~~time~~entities that offer medical and health insurance, sell health insurance and to otherwise provide insurance to the ~~Company~~public, except for certain federal laws. The two most significant federal laws affecting health ~~uses~~insurance ~~independent~~and ~~contractors~~overriding state law are the Federal 1974 ERISA law and ~~contract~~the ~~services~~passage ~~for~~by ~~administrative~~Congress ~~functions~~in ~~such~~2010 asof ~~legal~~the Affordable Care Act.( ObamaCare) However, ~~sales~~state laws are so embedded and protected that despite the past fifty years of America’s industrial growth as the largest world economy, ITrelatively few companies, ~~accounting~~given the size of the U.S. economy, ~~clerical~~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 ~~bookkeeping~~regulations dealing with ~~services~~monopolistic ~~and~~practices. ~~expects~~Furthermore, the Company believes that state law does not consider insurance companies to dobe sodeemed ~~for~~national enterprises ~~the~~subject ~~foreseeable~~to ~~future~~potential anti-trust regulations. In fact, ~~until~~more itthan ~~generates~~thirty ~~positive~~state ~~cash~~licensed ~~flow~~Blue ~~from~~Cross-Blue ~~operations~~Shield companies, many of which ~~there~~are ~~can~~classified beas not for profit entities, are deemed to exist as separate entities under each state jurisdiction, and therefore noare ~~assurance~~not considered a monopoly.

~~Government Regulations~~7

~~The~~Table ~~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.Contents

7Potential Advantages for the Company

~~Table~~The complexity of ~~Contents~~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.

~~Potential~~ITEM 1A. ~~Advantages~~RISK ~~for the Company~~FACTORS

~~The complexity of insurance~~Not 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.applicable

ITEM 1A 1B. ~~RISK~~UNRESOLVED ~~FACTORS~~STAFF COMMENTS

Not applicable.

ITEM 1B 2. ~~UNRESOLVED STAFF COMMENTS~~PROPERTIES

~~Not~~The Company, ~~applicable~~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 2 3. ~~PROPERTIES~~LEGAL PROCEEDINGS

~~The~~On or about September 30, 2020, the Company was named a defendant in the action Aurum, atLLC, ~~present~~v. Quad M Solutions, Inc., f/k/a Mineral ~~has~~Mountain ~~its~~Mining ~~executive~~& ~~offices~~Milling Company, ~~consisting~~Supreme Court of ~~100~~the ~~square~~State ~~feet,~~of ~~located~~New atYork, ~~115~~New ~~River~~York ~~Road~~County, ~~Suite~~Index ~~151~~No. 652465/2020. Sheldon Karasik, principal ~~Edgewater~~of plaintiff Aurum LC and former principal of the Company, NJhas ~~07020~~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 itthe ~~uses~~Company, in an agreement executed on its behalf by Mr. Karasik, sold, transferred and assigned 75% of the Company’s former MMMM Mining Subsidiaries ~~month-~~to~~-month~~ ~~lease~~an ~~basis.~~entity ~~These~~controlled ~~facilities~~by ~~are~~Mr. ~~suitable~~Karasik for $10 plus the ~~near~~assumption ~~term~~of ~~and~~the liabilities of the ~~Company~~former MMMM Mining Subsidiaries. The Company believes ~~will~~that beit ~~sufficient~~has ~~for~~meritorious ~~the~~defenses ~~foreseeable~~to any claims by Mr. Karasik and, indeed, has filed affirmative defenses in connection with ~~future~~such claims. The Company has also initiated a third-party claim individually against Mr. Karasik in the ~~right~~action toentitled ~~expand~~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 ~~more~~the ~~square~~Company. Aurum, ~~footage~~LLC ~~when~~has ~~needed~~filed ~~and~~a ~~would~~motion ~~consider~~for ansummary ~~annual~~judgment, ~~lease~~which atthe Company has opposed. The actionis in the discovery phase. The Company believes that ~~time~~there will be no material adverse consequences in connection with any claims by or on behalf of Mr. Karasik, and that the Company will prevail on its third-party claims.

~~ITEM~~(b) On 3or about December 1, 2020, the Company and two of its former officers were named as defendants in the action Cavalry Fund I LP v. ~~LEGAL~~Quad ~~PROCEEDINGS~~M Solutions Inc., Pat Dileo and Carl Dorvil, Supreme Court of the State of New York, New York County, Index No. 656142/2020. The Company’s attorneys successfully filed a motion to dismiss the case against the individual defendants, and several causes of action against the Company were also dismissed. The action is in the discovery phase. The Company believes that there will be no material adverse consequences in connection with any claims by Cavalry Fund 1 LP.

(c) On or about ~~September~~November 3029, ~~2020~~2022, the Company ~~was named~~and aits ~~defendant in the action Aurum~~CEO, ~~LLC,~~Joseph ~~v. Quad M Solutions~~Frontiere, ~~Inc.,~~were ~~f/k/a~~named ~~Mineral~~as ~~Mountain~~defendants ~~Mining~~in ~~& Milling Company, Supreme Court of~~ the ~~State~~matter ~~of New York~~ProAct, ~~New York County, Index No~~Inc. ~~652465/2020~~v. ~~Sheldon Karasik~~NuAxess 2, ~~principal~~Inc. ~~of plaintiff Aurum LC~~ and ~~former~~Joseph ~~principal of the Company~~Frontiere, ~~has~~Cause ~~claimed~~No. ~~that the Company did not fulfill its obligations under the Share Exchange and Purchase Agreement with an entity formed and controlled by Sheldon Karasik~~DC-22-16180, ~~pursuant~~Dallas ~~to which the Company~~County, inTexas anbased ~~agreement executed~~ on ~~its~~an ~~behalf~~alleged bybreach ~~Mr.~~of ~~Karasik, sold,~~contract ~~transferred~~ and ~~assigned~~related ~~75% of the Company’s former MMMM Mining Subsidiaries to an entity controlled by Mr. Karasik for~~causes ~~$10 plus the assumption~~ of ~~the liabilities of the former MMMM Mining Subsidiaries~~action. 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~~Frontiere inhave ~~the~~moved 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~~dismiss ~~Company. Aurum, LLC has filed a motion for summary judgment, which~~ the ~~Company~~action ~~has~~and ~~opposed.~~await ~~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.

(d) On or about ~~December~~March 118, ~~2020~~2023, the Company’s ~~and two~~wholly-owned ofsubsidiary, ~~its~~NuAxess ~~officers~~2, ~~were~~Inc. ~~named~~initiated asan ~~defendants~~action in the ~~action~~Eastern ~~Cavalry~~District of ~~Fund~~New IYork LPentitled v.NuAxess ~~Quad~~2, ~~M Solutions~~ Inc., ~~Pat~~v ~~Dileo~~Adler ~~and Carl Dorvil~~Windows, ~~Supreme Court of the State of New York~~Inc., ~~New~~Civil ~~York~~Action ~~County, Index~~ No. ~~656142/2020.~~1:23-cv-1872 ~~The~~seeking ~~Company’s~~damages ~~attorneys~~for ~~have~~breach ~~filed~~of ~~a motion to dismiss~~contract ~~the case against the Company~~ and ~~the~~related ~~individual~~damages. ~~defendants~~The ~~and~~action ~~the motion~~ is pending ~~decision~~defendants’ ofresponse to the ~~Court~~Complaint. ~~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~~(e) ~~time~~On toor ~~time~~about inApril ~~the~~1, ~~ordinary~~2023, ~~course of business that~~ the Company ~~may~~initiated bean ~~involved~~arbitration inproceeding ~~legal~~entitled ~~proceedings~~Quad orM ~~investigations~~Solutions, ~~which~~Inc., ~~could have~~Nuaxess ~~an adverse impact on our reputation~~2, ~~business~~Inc. and ~~financial condition and divert the attention of our management from the operation~~Joseph ofFrontiere ~~our business~~v. ~~However,~~TVT in2.0 ~~the~~LLC ~~opinion~~and ofAndrew ~~our~~Fellus, ~~Board~~seeking ofdamages ~~Directors,~~based ~~current~~on ~~legal~~fraud ~~proceedings~~and ~~are~~RICO ~~not~~claims. ~~expected~~The toaction ~~have~~is apending ~~material adverse~~Respondents’ ~~effect~~response onto ~~our~~the ~~financial~~demand ~~position~~for ~~or results of operations~~arbitration.

~~ITEM~~It is 4possible 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. ~~MINE~~However, ~~SAFETY~~in ~~DISCLOSURES~~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

~~Not applicable~~ITEM 4. MINE SAFETY DISCLOSURES

8Not applicable.

~~Table of Contents~~8

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

~~(a)~~ITEM 5. ~~Market~~MARKET ~~Information~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~Our common stock trades on~~(a) ~~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~~Information

	High		Low
Fiscal 2020:
Fourth Quarter	$	0.52	$	0.07
Third Quarter	$	0.19	$	0.10
Second Quarter	$	0.47	$	0.08
First Quarter	$	0.46	$	0.11
Fiscal 2021:
Fourth Quarter	$	0.42	$	0.06
Third Quarter	$	1.50	$	0.27
Second Quarter	$	18.00	$	0.87
First Quarter	$	6.70	$	1.64

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

	High		Low

Fiscal 2022:
Fourth Quarter	$	.039	$	.035
Third Quarter	$	.09	$	.07
Second Quarter	$	.18	$	.15
First Quarter	$	.16	$	.15

Fiscal 2021:
Fourth Quarter	$	0.42	$	.06
Third Quarter	$	1.50	$	.27
Second Quarter	$	18.00	$	.87
First Quarter	$	6.70	$	1.64

As(b) Holders of ~~September~~Common ~~30, 2021, there were 66,748,674 shares outstanding held by approximately 13121 shareholders.~~Stock

~~(c)~~As of ~~Dividends~~December 31, 2022, there were 174,823,440 shares outstanding held by approximately 1,332 shareholders.

~~In the future we intend to~~(c) 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.Dividends

~~(d)~~In the ~~Securities~~future ~~Authorized~~we ~~for~~intend ~~Issuance~~to ~~under~~follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying ~~Equity~~any ~~Compensation~~cash ~~Plans~~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.

~~Stock~~(d) Securities ~~Options~~Authorized for Issuance under Equity Compensation Plans

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

~~Warrants~~There are no Stock Options open as of December 31, 2022.

~~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.~~Warrants

~~(e)~~There are ~~Recent~~approximately ~~Sales~~18,511,965 warrants outstanding. Holders of ~~Unregistered~~the ~~Securities~~warrants have no voting rights, no liquidation preference and no dividends will be declared on the warrants.

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~~Issuance~~(e) Recent Sales of ~~Common~~Unregistered ~~Shares~~Securities

~~Issuer Purchases~~ Issuance of ~~Equity~~Common ~~Securities~~Shares

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

~~ITEM~~We did 6.not ~~SELECTED~~repurchase ~~FINANCIAL~~any ~~DATA~~of our equity securities during the fiscal periods ended December 31, 2021, or the period ended December 31, 2022.

~~Not applicable~~ITEM 6. SELECTED FINANCIAL DATA

~~ITEM 7~~Not applicable. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~The following discussion~~ITEM 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 Report7. InMANAGEMENT’S ~~addition~~DISCUSSION toAND ~~historical~~ANALYSIS ~~consolidated~~OF ~~financial~~FINANCIAL ~~information,~~CONDITION ~~the~~AND ~~following~~RESULTS ~~discussion~~OF 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.”OPERATIONS

~~Overview~~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.”

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.Overview

~~Material~~The Company, ~~Developments~~through ~~During~~its ~~Fiscal~~two ~~2021~~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

Comparison of the fiscal year ended ~~September 30~~December 31, ~~2021~~2022 to the fiscal ~~year~~ ended ~~September~~December 3031, ~~20120~~2021

Revenue

During the year ended ~~September 30~~December 31, ~~2021~~2022 the Company received $3951,~~863~~892,~~450~~679 in revenue principally from staffing and business consulting services and we incurred $3852,~~461~~699,~~445~~ 339 in expense directly related to this revenue compared to $1751,~~378~~898,~~502~~202 in revenue and $1749,~~254~~734,~~140~~441 during the year ended ~~September~~December 3031, ~~2020.~~2021

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Expenses

Operating expenses for the fiscal year ended ~~September~~December 3031, ~~2021~~2022 were $45,~~788~~935,~~851~~412 compared to $ 26,~~567~~151,~~960~~782 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~~December 3031, ~~2021~~2022 and ~~September~~Deember 3031, ~~2020~~2021 were $104,~~843~~212,~~658~~053 and $817,~~255~~896,~~367~~673, respectively. ~~The $2,588,291 increase~~decrease in net loss for fiscal year ~~2021~~2022, as compared to fiscal year ~~2020~~2022, is due primarily to an increase in ~~non-cash~~revenue ~~gains~~ and ~~losses~~decrease ~~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~~years ended ~~September~~ 30December 31, ~~2021~~2022 and 2022, 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 business objectives.

Net cash ~~used~~produced by operating activities totaled $3356,~~521,708~~570 ~~and~~compared to a use of $13,~~087~~216,~~108~~501 for the years ending ~~September~~December 3031, ~~2021~~2022 and ~~2020~~2021, respectively. The change between ~~2021~~ 2022 and ~~2020~~2021 is primarily due to anlower ~~increase~~net ~~in non-cash~~ losses, onincreases ~~extinguishment~~in ofaccounts ~~debt~~payables, ~~and~~increases ~~issuance~~in ~~of common stock~~accrued expenses, offset by ~~a gain on~~ revaluation of derivative liabilities.

Net cash ~~used~~provided by ~~investing~~ financing activities totaled $95160,~~718~~312 and $03,072,240 for the years ending ~~September~~December 3031, ~~2021~~2022 and ~~2020~~2021, respectively. The change between ~~2021~~2022 and ~~2020~~2021 is primarily attributed to ~~option~~an ~~trading~~decrease in proceeds from notes payable in 2022, as compared to 2021. The ~~that~~cash ~~did~~however ~~not~~increased ~~occur~~to in$836,495 ~~2020~~at ~~and~~December a31, ~~short-term~~2022 ~~loan~~from in$319,613 at December 31, 2021.

~~Net~~As reflected in our accompanying financial statements, other than the cash ~~provided~~received byfrom ~~financing~~the issuance of notes payable and convertible notes ~~activities~~during ~~totaled~~the $3fiscal year ended December 31,~~308~~ 2022,~~726~~ we have negative working capital, and an accumulated deficit of $135,~~536~~034,~~282~~310 and $30,908,777 for the years ending ~~September~~December 3031, ~~2021~~2022 and ~~2020~~2021, respectively. ~~The~~Notwithstanding ~~change~~our ~~between~~belief ~~2021 and~~that ~~2020~~we iswill ~~primarily~~be ~~attributed~~able to ancontinue ~~increase~~to inraise ~~proceeds~~capital through ~~from~~the ~~notes~~issuance ~~payable~~of inequity ~~2021~~and, asto ~~compared~~a toreduced ~~2020.~~level ~~The~~if ~~cash~~at ~~decreased~~all, toconvertible ~~$155~~notes,~~328~~ the Company believes that it will be able to raise the requisite amount of equity capital at ~~September~~terms ~~30,~~and ~~2021~~condition ~~from~~acceptable ~~$463~~to the Company,~~874~~ atof ~~September~~which 30there can be no assurance, ~~2020~~these factors indicate that we may be unable to continue in existence in the absence of receiving additional funding.

AsIn addition ~~reflected~~to in our ~~accompanying financial~~operating ~~statements,~~expenses ~~other~~which ~~than~~average approximately $3494,~~823,658~~000 ~~received~~per ~~from~~month, ~~the~~management’s ~~issuance~~plans offor ~~notes~~the ~~payable~~next ~~and~~twelve ~~convertible notes during the~~months ~~fiscal~~include ~~year~~approximately ~~ended~~$4 ~~September~~million ~~30,~~of ~~2021,~~cash weexpenditures ~~have~~for ~~negative~~development ~~working capital,~~ and anexpansion ~~accumulated~~of ~~deficit~~our ofhealth ~~$27,753,783~~insurance and ~~$16,910,125 for~~employee ~~the~~benefits ~~years~~business operations. ~~ending~~While ~~September~~there ~~30,~~can ~~2021~~be ~~and~~no ~~September 30~~assurance, ~~2020,~~the ~~respectively.~~Company ~~Notwithstanding~~believes ~~our belief~~ that weit will be able to ~~continue to~~generate ~~raise~~sufficient capital ~~through~~from ~~the issuance of~~ operations, equity and,/or todebt afinancing ~~reduced~~to ~~level~~fully-implement ifits atbusiness ~~all,~~plan ~~convertible~~of ~~notes.~~offering ~~The~~principally ~~Company~~to ~~believes~~smaller ~~that~~and itmid-sized ~~will be~~employers ~~able~~a tofull ~~raise the requisite amount~~ spectrum of ~~equity~~employee ~~capital~~benefit atand ~~terms~~insurance ~~and~~services ~~condition~~enabling ~~acceptable~~employers to ~~the~~offer ~~Company,~~a variety of ~~which~~plans ~~there~~providing ~~can~~their beemployees nowith ~~assurance,~~multiple levels ~~these~~of ~~factors~~benefits ~~indicate~~including ~~that~~major wemedical ~~may~~health beinsurance, ~~unable~~as towell ~~continue~~as inproviding ~~existence~~financial inand ~~the~~business ~~absence~~consulting ~~of receiving additional funding~~services.

~~In addition to our operating~~Dividend 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.Policy

~~Dividend~~We have ~~Policy~~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.

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.11

11Table of Contents

~~Table~~Off-Balance Sheet ~~of Contents~~Arrangements

~~Off~~The Company has not undertaken any off-~~Balance~~balance ~~Sheet~~sheet ~~Arrangements~~transactions or arrangements.

~~The Company has not undertaken~~Recent ~~any~~Accounting ~~off-balance sheet transactions or arrangements.~~Pronouncements

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

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

~~Limitations~~We intend onto ~~Liability~~amend our Bylaws to contain provisions that limit the liability of our current and ~~Indemnification~~former directors for monetary damages to ~~Matters~~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.

WeOur amended ~~intend~~Bylaws will further authorize us to ~~amend~~indemnify our ~~Bylaws~~ directors, officers, employees, and other agents to ~~contain~~the ~~provisions~~fullest extent permitted by Idaho law. We intend our amended bylaws also to provide that, ~~limit~~on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the ~~liability~~final disposition of ~~our~~any ~~current~~action or proceeding, and ~~former~~permit ~~directors~~us to secure insurance on behalf of any officer, director, employee, or other agent for ~~monetary~~any ~~damages~~liability toarising ~~the~~out ~~fullest~~of ~~extent~~his ~~permitted by~~or ~~Idaho~~her ~~law.~~actions ~~Any~~in ~~limitation~~that capacity regardless of whether ~~liability~~we ~~pursuant~~would otherwise be permitted to indemnify him or her under the provisions of Idaho law. ~~does~~We ~~not~~expect ~~apply~~ to ~~liabilities~~enter ~~arising~~into ~~under~~agreements to ~~federal~~indemnify ~~securities~~our ~~laws~~directors, executive officers, and ~~does~~ ~~not~~other ~~affect~~employees as determined by the ~~availability~~board of ~~equitable~~directors. ~~remedies~~With ~~such~~certain asexceptions, these ~~injunctive~~agreements ~~relief~~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 ~~rescission~~proceeding. We believe that these amended bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

~~Our amended Bylaws will further~~The ~~authorize~~intended uslimitation toof ~~indemnify~~liability ~~our directors, officers, employees,~~ and ~~other~~indemnification ~~agents~~provisions toin ~~the fullest extent permitted by Idaho law. We intend~~ our amended ~~bylaws~~Bylaws ~~also~~may todiscourage ~~provide~~stockholders ~~that,~~from onbringing ~~satisfaction of certain conditions, we will advance expenses incurred by~~ a ~~director or officer~~lawsuit inagainst ~~advance~~our ofdirectors ~~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~~breach ~~liability arising out~~ of ~~his~~their orfiduciary ~~her~~duty. ~~actions~~They inmay ~~that~~also ~~capacity~~reduce ~~regardless of whether we would otherwise be permitted to indemnify him or her under~~ the ~~provisions~~likelihood of ~~Idaho~~derivative ~~law.~~litigation Weagainst ~~expect to enter into agreements to indemnify~~ our directors, ~~executive~~and officers, ~~and~~even ~~other~~though ~~employees~~an asaction, ~~determined~~if bysuccessful, ~~the~~might ~~board~~benefit ofus ~~directors.~~and ~~With~~other ~~certain~~stockholders. ~~exceptions~~Further, ~~these~~a ~~agreements~~stockholder’s ~~will provide~~investment ~~for~~may ~~indemnification~~be ~~for~~adversely ~~related~~affected ~~expenses~~to ~~including~~the ~~attorneys’~~extent ~~fees,~~that ~~judgments,~~we ~~fines,~~pay ~~and~~the ~~settlement~~costs ~~amounts incurred by any~~ of ~~these~~ ~~individuals~~settlement ~~in any action or proceeding. We believe that these amended bylaw provisions~~ and ~~indemnification~~damage ~~agreements~~awards ~~are~~against ~~necessary to~~directors ~~attract~~ and ~~retain~~officers ~~qualified persons~~ as ~~directors~~required by ~~and~~these ~~officers~~indemnification provisions.

~~The intended limitation of~~Insofar ~~liability~~as ~~and~~ indemnification ~~provisions in our amended Bylaws may discourage stockholders from bringing a lawsuit against our directors~~ for ~~breach~~liabilities ofarising ~~their~~under ~~fiduciary~~the ~~duty.~~Securities ~~They~~Act may ~~also~~be ~~reduce~~permitted ~~the~~for ~~likelihood of derivative litigation against our~~ directors, ~~and~~executive officers, ~~even~~ ~~though~~or anpersons ~~action~~controlling us, ifwe ~~successful,~~have ~~might~~been ~~benefit~~informed ~~us and other stockholders. Further~~that, ain ~~stockholder’s~~the ~~investment~~opinion ~~may~~of ~~be adversely affected to~~ the ~~extent~~SEC, ~~that~~such weindemnification ~~pay~~is ~~the~~against ~~costs~~public ofpolicy ~~settlement~~as ~~and~~expressed ~~damage~~in ~~awards~~the ~~against~~Securities Act ~~directors~~ and ~~officers~~is astherefore ~~required by these indemnification provisions~~unenforceable.

~~Insofar as indemnification~~ITEM ~~for~~7A. ~~liabilities~~QUANTITATIVE ~~arising~~AND ~~under~~QUALITATIVE ~~the~~DISCLOSURES ~~Securities~~ABOUT ~~Act~~MARKET 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.RISK

~~ITEM 7A~~Not applicable. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Not applicable.~~12

12Table of Contents

~~Table~~ITEM 8. ofFINANCIAL ~~Contents~~STATEMENTS AND SUPPLEMENTARY DATA

~~ITEM~~Index to 8.Financial ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Statements

~~Index~~Table of ~~to Financial Statements~~Contents

Table of Contents

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6849)	F-2
Consolidated Balance Sheets as of December 31, 2022 and 2020	F-3
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021	F-4
Consolidated Statement of Stockholder’s Equity for the years ended December 31, 2022 and 2021	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021	F-6
Notes to Financial Statements	F-7

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets of the Company for the years ended September 30, 2021 and 2020	F-3
Consolidated Statements of Operations of the Company for the years ended September 30, 2021 and 2020	F-4
Consolidated Statement of Stockholder’s Equity of the Company for the years ended September 30, 2021 and 2020	F-5
Consolidated Statements of Cash Flows of the Company for the years ended September 30, 2021 and 2020	F-6
Notes to Financial Statements	F-7

F-1

~~F-1~~Table of Contents

~~Table~~REPORT OF ofINDEPENDENT ~~Contents~~REGISTERED PUBLIC ACCOUNTING FIRM

~~REPORT~~To OFthe ~~INDEPENDENT~~Board ~~REGISTERED~~of ~~PUBLIC~~Directors ~~ACCOUNTING~~and ~~FIRM~~Shareholders of Quad M Solutions, Inc.

ToOpinion on the ~~Board~~Financial ~~of Directors and Shareholders of Quad M Solutions, Inc.~~Statements

~~Opinion~~We onhave audited the ~~Financial~~accompanying ~~Statements~~consolidated balance sheets of Quad M Solutions, Inc. (the Company) as of December 31, 2022 and 2021, 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 December 31, 2022, 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 December 31, 2022, and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

WeGoing ~~have~~Concern 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.Matter

~~Going~~The ~~Concern~~accompanying ~~Matter~~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.

~~The~~Basis ~~accompanying~~for 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.Opinion

~~Basis~~These ~~for~~financial ~~Opinion~~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.

~~These~~We ~~financial~~conducted ~~statements~~our ~~are~~audits in accordance with the ~~responsibility~~standards of the ~~Company’s management~~PCAOB. ~~Our~~Those ~~responsibility~~standards isrequire tothat ~~express~~we anplan ~~opinion~~and onperform the ~~Company’s~~audit to obtain reasonable assurance about whether the financial statements ~~based~~are onfree ~~our~~of ~~audits~~material misstatement, whether due to error or fraud. WeThe ~~are~~Company is anot ~~public~~required ~~accounting~~to ~~firm~~have, ~~registered~~nor ~~with~~were ~~the~~we ~~Public~~engaged ~~Company~~to ~~Accounting~~perform, ~~Oversight~~an ~~Board (United~~audit ~~States)~~of ~~(PCAOB)~~its ~~and~~internal control over financial reporting. As part of our audits, we are required to beobtain ~~independent~~an ~~with~~understanding ~~respect~~of tointernal ~~the~~control ~~Company~~over infinancial ~~accordance~~reporting, ~~with~~but ~~the~~not ~~U.S.~~for ~~federal~~the ~~securities laws~~purpose ~~and~~of ~~the~~expressing ~~applicable~~an ~~rules~~opinion on ~~and~~the ~~regulations~~effectiveness of the ~~Securities~~Company’s ~~and~~internal ~~Exchange~~control ~~Commission~~over ~~and~~financial ~~the~~reporting. ~~PCAOB~~Accordingly, we express no such opinion.

WeOur ~~conducted~~audits ~~our~~included ~~audits~~performing inprocedures ~~accordance~~to ~~with~~assess the ~~standards~~risks of ~~the~~material ~~PCAOB.~~misstatement ~~Those~~of ~~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~~and ~~Company is~~performing ~~not~~procedures ~~required~~that respond to ~~have,~~those ~~nor~~risks. ~~were~~Such weprocedures ~~engaged~~included ~~to perform~~examining, anon ~~audit~~a oftest ~~its~~basis, ~~internal~~evidence ~~control~~regarding the ~~over~~amounts ~~financial~~and ~~reporting.~~disclosures Asin ~~part~~the offinancial ~~our~~statements. Our audits~~, we~~ ~~are~~also ~~required~~included toevaluating ~~obtain~~the anaccounting ~~understanding~~principles ofused ~~internal~~and ~~control~~significant estimates ~~over~~made ~~financial~~by ~~reporting~~management, ~~but~~as ~~not~~well ~~for~~as ~~the~~evaluating ~~purpose of expressing an opinion on~~ the ~~effectiveness~~overall presentation of the ~~Company’s~~financial ~~internal~~statements. ~~control~~We ~~over~~believe ~~financial~~that ~~reporting.~~our ~~Accordingly,~~audits provide wea ~~express~~reasonable nobasis ~~such~~for our opinion.

~~Our~~Critical ~~audits~~Audit 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.Matters

Critical ~~Audit~~audit ~~Matters~~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.

~~Critical audit~~/s/ ~~matters~~Hudgens ~~are~~CPA, ~~matters~~PLLC ~~arising~~www.hudgenscpas.com ~~from~~We ~~the~~have ~~current~~served ~~period~~as ~~audit of~~ the ~~financial~~Company’s ~~statements~~auditor ~~that~~since ~~were~~2021. ~~communicated~~Houston, orTexas ~~required~~April ~~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~~15, ~~subjective, or complex judgements. We determined that there are no critical audit matters.~~2023

~~/s/ Hudgens CPA, PLLC www.hudgenscpas.com We have served as the Company’s auditor since 2021. Houston, Texas January 12, 2022~~F-2

~~F-2~~Table of Contents

~~Table~~QUAD M ofSOLUTIONS, ~~Contents~~INC.

~~QUAD~~(fka) MINERAL MMOUNTAIN ~~SOLUTIONS,~~MINING ~~INC.~~& MILLING COMPANY

~~(fka) MINERAL MOUNTAIN MINING & MILLING~~CONSOLIDATED ~~COMPANY~~BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2022			2021

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	836,495		$	319,613
Accounts Receivable		9,659,000			2,101,512
Other Current Assets		252,600
Total Current Assets		10,748,095			2,421,125

TOTAL ASSETS	$	10,748,095		$	2,421,125
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	1,226,786		$	399,494
Accrued interest		161,676			166,916
Notes payable – related party		-			57,618
Convertible debt, net		92,410			601,900
Derivative liability		140,356			4,421,956
Accrued expense		1,500			700,625
Aurum payable		400,000			400,000
Note payable		4,826,767			4,234,799
Accrued revenue & other current liabilities		1,928,253			2,063,745
Due to preferred shareholders		1,416,313			1,591,922
Total Current Liabilities		10,194,061			14,638,975
TOTAL LIABILITIES		10,194,061			14,638,975

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS’ (DEFICIT)
Preferred stock, $.10 par value, 10,000,000 shares authorized; 2,424,812 and 2,614,600 shares issued and outstanding		242,481			261,460
Common stock, $0.001 par value, 900,000,000 shares authorized; 174,823,440 and 78,011,174 shares issued and outstanding		174,823			78,011
Additional paid-in capital		34,971,240			18,151,756
Shares to be issued		202,800			202,800
Subscription receivable		(3,000	)		(3,100	)
Accumulated deficit		(35,034,310	)		(30,908,777	)
Total Stockholders’ Deficit		554,035			(12,217,850	)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	10,748,095		$	2,421,125

	September 30,			September 30,
	2021			2020
				(Restated)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	155,174		$	463,874
Prepaid financing fees		-			15,000
Total Current Assets		155,174			478,874
TOTAL ASSETS	$	155,174		$	478,874
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	16,628		$	12,190
Accrued interest		131,833			81,468
Notes payable – related party		57,618			59,790
Convertible debt, net		266,739			818,596
Derivative liability		2,718,312			3,763,090
Accrued expense		701,880			690,334
Aurum payable		400,000			400,000
Note payable		4,139,771			-
Accrued revenue		-			5,315
Due to preferred shareholders		1,641,572			-
Total Current Liabilities		10,074,353			5,830,783
TOTAL LIABILITIES		10,074,353			5,830783
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ (DEFICIT)
Preferred stock, $.10 par value, 10,000,000 shares authorized; 2,618,417 and 2,717,638 shares issued and outstanding		261,842			271,764
Common stock, $0.001 par value, 900,000,000 shares authorized; 66,748,674 and 20,121,010 shares issued and outstanding		66,749			20,121
Additional paid-in capital		17,306,313			11,014,932
Shares to be issued		202,800			254,500
Subscription receivable		(3,100	)		(3,100	)
Accumulated deficit		(27,753,783	)		(16,910,125	)
Total Stockholders’ Deficit		(9,919,179	)		(5,351,909	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	155,174		$	478,874

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

~~The accompanying notes are an integral part of these consolidated financial statements~~F-3

~~F-3~~Table of Contents

~~Table~~QUAD M ofSOLUTIONS, ~~Contents~~INC.

~~QUAD~~(fka) MINERAL MMOUNTAIN ~~SOLUTIONS,~~MINING ~~INC.~~& MILLING COMPANY

~~(fka)~~CONSOLIDATED STATEMENTS ~~MINERAL~~OF ~~MOUNTAIN MINING & MILLING COMPANY~~OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

	2022			2021
	Year Ended
	December 31,
	2022			2021

REVENUES	$	54,892,679		$	51,898,202

COST OF SALES		52,699,339			49,734,441
GROSS PROFIT		2,193,339			2,163,761

OPERATING EXPENSES
Professional fees		108,015			560,359
General and administrative		2,762,199			2,062,543
Sales expense		117			585
Officers’ fees		150,000			150,000
Payroll expense		1,487,339			1,418,850
Travel		45,185			98,369
Consulting and other expenses		1,382,447			1,861,076
TOTAL OPERATING EXPENSES		5,935,412			6,151,782

LOSS FROM OPERATIONS		(3,742,072	)		(3,988,021	)

OTHER INCOME (EXPENSES)
Interest expense		(727,972	)		(572,000	)
Loss on issuance of convertible debt		(583,621	)		(684,517	)
Loss on revaluation of derivative liability		(50,501	)		(1,207,302	)
Other income (expense)		892,112			(7,456,812	)
TOTAL OTHER INCOME (EXPENSES)		(469,981	)		(13,908,652	)

LOSS BEFORE TAXES		(4,212,053	)		(17,896,673	)

INCOME TAXES

NET LOSS	$	(4,212,053	)	$	(17,896,673	)

NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.02	)		(0.24	)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		174,823,440			74,923,674

	2021			2020
	Year Ended September 30
	2021			2020
REVENUES	$	39,863,450		$	17,378,502
COST OF SALES		38,461,445			17,254,140
GROSS PROFIT		1,402,005			124,362
OPERATING EXPENSES
Professional fees		272,816			17,527
General and administrative		1,528,344			1,368,272
Sales expense		468			40,162
Officers’ fees		266,001			59,169
Payroll expense		961,041			231,837
Travel		75,106			45,621
Stock compensation		-			805,372-
Research and development		1,595,075			-
Bad Debt		90,000			-
TOTAL OPERATING EXPENSES		4,788,851			2,567,960
LOSS FROM OPERATIONS		(3,296,846	)		(2,443,598	)
OTHER INCOME (EXPENSES)
Interest expense		(1,890,024	)		(1,560,560	)
Financing Fees		(35,740	)		(248,395	)
Loss on issuance of convertible debt		(2,572,786	)		(1,972,736	)
Loss on revaluation of derivative liability		123,364			(525,523	)
Loss on securities		(242,398	)		-
Loss on extinguishment of debt		(2,691,747	)		(1,331,875	)
Loss on assignment of receivable					(35,699	)
Prepayment/default premium		(115,675	)		(132,700	)
Other income		3,551
Other expense		(35,357	)		(4,280	)
TOTAL OTHER INCOME (EXPENSES)		(7,456,812	)		(5,811,768	)
LOSS BEFORE TAXES		(10,843,658	)		(8,255,367	)
INCOME TAXES		-			-
NET LOSS	$	(10,843,658	)	$	(8,255,367	)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.27	)	$	(1.42	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED		39,973,472			5,809,941

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

~~The accompanying notes are an integral part of these consolidated financial statements~~F-4

~~F-4~~Table of Contents

~~Table~~QUAD M ofSOLUTIONS, ~~Contents~~INC

~~QUAD~~(fka) MINERAL MMOUNTAIN ~~SOLUTIONS,~~MINING ~~INC~~& MILLING COMPANY

~~(fka)~~CONSOLIDATED STATEMENT ~~MINERAL~~OF ~~MOUNTAIN~~STOCKHOLDERS’ ~~MINING & MILLING COMPANY~~DEFICIT

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ (DEFICIT)


	Common Stock						Preferred Shares						Additional Paid in			Stock to be issued or Subscription		Accumulated			Total Stockholders’
	Shares			Amount			Shares			Amount			Capital			Receivable		Deficit			Equity
Balance, December 31, 2019		695,597		$	696			800,000		$	80,000		$	4,445,369		$	18,458	$	(7,785,356	)	$	(3,240,837	)

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

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

Common stock issued for services		600,000			600			-			-			(600	)		-		-			-
Common stock issued for convertible debt & financing fees		22,529,049			22,529			-			-			17,683,339			-		-			17,705,868
Common stock issued for conversion of preferred stock		39,928,709			39,928			(180,793	)		(18,080	)		(22,791	)		-		-			(942	)
Retirement of derivative liabilities		-			-			-			-			462,432			-		-			462,432
Warrants issued with convertible debt		5,167,206			5,167			-			-			19,831			-		-			24,999
Common stock issued for preferred debt holder		14,623,764			14,624			(14,162	)		(1,416	)		162,401			-		-			175,609
common stock issued for other equity investments		13,963,538			13,964			5,167			517			(1,485,128	)		100		86,519			(1,384,028	)
Net income for period ending December 31, 2022																			(4,212,053	)		(4,212,053	)
Net income																			(4,212,053	)		(4,212,053	)
Balance, December 31, 2022		174,823,440		$	174,823			2,424,812		$	242,481		$	34,971,240		$	199,800	$	35,034,310		$	554,035
Balance		174,823,440		$	174,823			2,424,812		$	242,481		$	34,971,240		$	199,800	$	35,034,310		$	554,035

	Shares		Amount		Shares			Amount			Capital			Receivable			Deficit			Equity
	Common Stock				Preferred Shares						Additional Paid in			Stock to be issued or Subscription			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Receivable			Deficit			Equity
Balance, September 30, 2019		689,778	$	690		800,000		$	80,000		$	4,339,751		$	(3,100	)	$	(7,079,690	)	$	(2,662,352	)
Common stock issued for services		213,000		213								72,387			296,058						368,658
Common stock issued for convertible debt & financing fees		11,375,820		11,376								1,230,640									1,242,016
Common stock issued for convertible debt
Common stock issued for convertible debt, shares
Common stock issued with convertible debt
Common stock issued with convertible debt, shares
Common stock issued for financing fees
Common stock issued for cancellation of preferred shares
Common stock issued for cancellation of preferred shares,Shares
Common stock issued for preferred debt holder
Common stock issued for preferred debt holder,Shares
Retirement of preferred shares
Retirement of preferred shares, shares
Common stock issued for conversion of warrants		1,074,302		1,074								(1,074	)								-
Common stock issued for conversion of preferred stock		6,656,250		6,656		(970,930	)		(97,093	)		102,937									12,500
Preferred stock issued for cash						5,000			500			24,500									25,000
Preferred stock issued for financing fees						20,750			2,075			205,425									207,500
Preferred stock issued for services						11,500			1,150			731,622			(41,558	)					691,214
Preferred stock issued for exchanged warrants						2,851,318			285,132			(285,132	)								-
Warrants issued with convertible debt												383,014									383,014
Retirement of derivative liability												2,635,906									2,635,906
Warrant down-round												1,575,068						(1,575,068	)		-
Excess shares issued with reverse split		111,860		112								(112	)								-
Net income for period ending September 30, 2020																		(8,255,367	)		(8,255,367	)
Balance, September 30, 2020		20,121,010	$	21,121		2,717,638		$	271,764		$	11,014,932		$	251,400			(16,910,125	)		(5,351,909	)
Balance		20,121,010	$	21,121		2,717,638		$	271,764		$	11,014,932		$	251,400			(16,910,125	)		(5,351,909	)
Common stock issued for services															72,050						72,050
Common stock issued for convertible debt		13,740,825		13,740								733,042									746,782
Common stock issued with convertible debt		164,155		164								32,525									32,689
Common stock issued for financing fees		20,000		20								4,320									4,340
Conversion of preferred stock		17,270,885		17,271		(20,289	)		(2,029	)		(13,982	)								1,260
Preferred stock issued for cash						10,300			1,030			101,970									103,000
Preferred shares issued for services						22,682			2,268			123,300			(123,750	)					1,818
Retirement of derivative liabilities												2,987,005									2,987,005
Issuance of warrants with convertible debt												1,683,668									1,683,668
Conversion of warrants		10,628,615		10,629								(10,629	)								-
Common stock issued for cancellation of preferred shares		2,000,000		2,000		(16,902	)		(1,690	)		417,346									417,656
Retirement of preferred shares						(90,300	)		(9,030	)		176,721									167,691
Common stock issued for preferred debt holder		2,800,000		2,800		(4,712	)		(471	)		56,100									58,429
Excess shares issued with split correction		3,184		4								(4	)								-
Net income for period ending September 30, 2021																		(10,843,658	)		(10,843,658	)
Balance, September 30, 2021		66,748,674	$	66,749		2,618,417		$	261,842		$	17,306,313		$	199,700		$	27,753,783		$	(9,919,179	)
Balance		66,748,674	$	66,749		2,618,417		$	261,842		$	17,306,313		$	199,700		$	27,753,783		$	(9,919,179	)

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

~~The accompanying notes are an integral part of these consolidated financial statements~~F-5

~~F-5~~Table of Contents

~~Table~~QUAD M ofSOLUTIONS, ~~Contents~~INC

~~QUAD~~(fka) MINERAL MMOUNTAIN ~~SOLUTIONS,~~MINING ~~INC~~& MILLING COMPANY

~~(fka)~~CONSOLIDATED STATEMENTS ~~MINERAL~~OF ~~MOUNTAIN~~CASH ~~MINING & MILLING COMPANY~~FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2022			2021
	Year Ended
	December 31,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(4,212,053	)	$	(17,896,673	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Decrease (increase) in accounts receivable		(7,557,488	)		(5,315	)
Increase (decrease) in accounts payable		827,292			4,439
Increase (decrease) in accrued interest		(5,240	)		57,322
Increase (decrease) in accrued expense		(699,125	)		11,546
Increase (decrease) in due to preferred shareholders		(175,609	)		(300,000	)
Increase (decrease) in due to derivative liability		(4,281,600	)		(123,264	)
Increase (decrease) in other current assets/liabilities, net		16,460,394			15,035,444

Net cash used by operating activities		356,570			(3,216,501	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds/payments from common stock and warrants, net		96,812
Proceeds/payments from preferred stock, net		(18,979	)		103,000
Proceeds/payments from convertible debt, net		(509,490	)		(615,760	)
Proceeds/payments from note payable, net		591,968			3,585,000
Net cash provided by financing activities		160,312			3,072,240
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		516,882			(144,261	)
Cash, beginning of period		319,613			463,874
Cash, end of period	$	836,495		$	319,613
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	727,972		$	572,000
Income taxes paid	$	-		$	-
Common stock issued for convertible debt	$	22,529		$	8,464

	2021			2020
	Year Ended
	September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(10,843,658	)	$	(8,255,367	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Amortization of debt discount		1,336,695			1,347,540
Financing fees		15,000
Common stock issued for services		72,050			368,658
Common stock issued for convertible debt default		(54,683	)		109,600
Common stock issued for financing fees		4,340			27,250
Common stock issued for conversion of preferred stock		1,260
Preferred stock issued for financing fees					207,500
Preferred stock issued for services		1,819			691,214
Loss on issuance of convertible debt		3,554,900			3,274,483
Loss (gain) on revaluation of derivative liability		(123,264	)		525,523
Loss on extinguishment of debt		2,650,223			30,128
Loss on assignment of receivable		-			35,699
Loss on marketable securities		5,718
Financing fees for conversion of preferred stock		-			12,500
Bad Debt		90,000			-
Changes in assets and liabilities:
Decrease (increase) in prepaids					(15,000	)
Increase (decrease) in accounts payable		4,439			(21,019	)
Increase (decrease) in accrued interest		57,322			163,868
Increase (decrease) in accrued expense		11,546			405,000
Increase (decrease) in prepaid revenue		(5,315	)		5,315
Increase (decrease) in due to pref. shareholders		(300,000	)		-
Net cash used by operating activities		(3,521,708	)		(1,087,437	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Available for sale securities		(5,718	)		-
Short term loan		(90,000	)		-
Net cash used by investing activities		(95,718	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock and warrants		-			-
Proceeds from sale of preferred stock		103,000			25,000
Proceeds from convertible debt, net		238,658			1,636,402
Proceeds from note payable-related party		-			1,662
Payment on note payable-related party		(2,172	)
Payment of convertible debt		(615,760	)		(91,083	)
Proceeds from note payable		3,585,000			-
Proceeds from assignment of receivables					59,851
Payment on assignment of receivables					(95,550	)
Net cash provided by financing activities		3,308,726			1,536,282
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		(308,700	)		449,174
Cash, beginning of period		463,874			14,700
Cash, end of period	$	155,174		$	463,874
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Derivative liabilities	$	194,166			1,095,078
Common stock issued to retire convertible notes	$	773,514		$	1,209,617

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

~~The accompanying notes are an integral part of these consolidated financial statements~~F-6

~~F-6~~Table of Contents

~~Table~~QUAD M ofSOLUTIONS, ~~Contents~~INC

~~QUAD~~Consolidated Notes Mto ~~SOLUTIONS,~~Financial ~~INC~~Statements

~~Consolidated~~NOTE 1 ~~Notes~~- toORGANIZATION ~~Financial~~AND ~~Statements~~DESCRIPTION OF BUSINESS

~~NOTE~~Quad M 1Solutions, 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 ~~ORGANIZATION~~and ~~AND~~precious ~~DESCRIPTION~~metals, OFprimarily ~~BUSINESS~~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”).

~~Quad~~On March ~~M Solutions~~22, ~~Inc.~~2019 (“the Company~~”), f/k/a~~ ~~Mineral~~entered ~~Mountain~~into ~~Mining~~two &separate ~~Milling~~Share ~~Company,~~Exchange ~~was~~Agreements ~~incorporated~~pursuant ~~under~~to ~~the~~which ~~laws~~it agreed to acquire 100% of the ~~State~~capital stock of ~~Idaho~~two onnewly ~~August~~organized 4private entities, ~~1932~~NuAxess ~~for~~2, ~~the purpose~~Inc., ofa ~~mining~~Delaware corporation, and ~~exploring~~PR345, ~~for~~Inc., ~~non-ferrous~~a ~~and~~Texas ~~precious~~corporation ~~metals~~n/k/a OpenAxess, Inc., ~~primarily~~in ~~silver~~consideration for the issuance of 400,000 ~~lead~~shares ~~and~~of ~~copper.~~Series ~~Until~~C ~~April~~Preferred 16Stock, ~~2019,~~issued to the ~~Company had~~control ~~two~~shareholders ~~wholly~~of ~~owned~~each ~~subsidiaries~~of NuAxess and PR345, ~~Nomadic~~n/k/a ~~Gold~~OpenAxess ~~Mines,~~and ~~Inc.~~400,000 anshares ~~Alaska~~of ~~corporation~~Series D Preferred Stock, ~~and~~issued ~~Lander~~to ~~Gold~~the ~~Mines~~minority, ~~Inc.,~~non-control ashareholders ~~Wyoming corporation~~of (the ~~“MMMM~~two ~~Mining Subsidiaries”)~~entities.

OnThe closing ~~March~~of 22the two Share Exchange Agreements occurred on April 16, 2019, ~~the~~at ~~Company~~which ~~entered~~date ~~into~~NuAxess ~~two~~and PR345 became wholly-owned subsidiaries ~~separate~~of ~~Share~~the ~~Exchange~~Company. ~~Agreements~~In ~~pursuant~~addition, toon ~~which~~April it16, ~~agreed~~2019, tothe ~~acquire~~Company ~~100~~sold 75% of ~~the~~its ~~capital~~equity ~~stock~~interests ofin ~~two~~the ~~newly~~MMMM ~~organized~~Mining ~~private~~Subsidiaries ~~entities~~for $10, ~~NuAxess~~to 2Aurum, ~~Inc.~~LLC, a ~~Delaware~~newly organized Nevada corporation, (“Aurum”) formed and ~~PR345,~~controlled ~~Inc.,~~by aSheldon ~~Texas~~Karasik, ~~corporation~~the ~~n/k/a~~Company’s former ~~OpenAxess~~CEO, ~~Inc.,~~Chairman inand ~~consideration~~a principal shareholder, for the ~~issuance~~ purpose of ~~400,000~~entering ~~shares~~into ofthe ~~Series~~MBO CAgreement ~~Preferred~~and ~~Stock,~~operating ~~issued~~the toCompany’s formerly ~~the~~wholly-owned ~~control~~Mining ~~shareholders~~Subsidiaries. ofIn ~~each~~addition, Aurum assumed all of ~~NuAxess~~the ~~and~~liabilities ~~PR345,~~of ~~n/k/a~~the ~~OpenAxess~~MMMM ~~and~~Mining ~~400,000~~Subsidiaries. Reference ~~shares~~is ofmade ~~Series~~to DRecent ~~Preferred~~Developments-Former ~~Stock,~~MMMM ~~issued~~Mining toSubsidiaries ~~the~~under ~~minority~~Note 3 – Former Mining Operations, ~~non-control~~and ~~shareholders~~Note of6 ~~the~~– Share ~~two~~Exchange ~~entities~~and Assignment Agreement, below.

~~The closing of the two Share Exchange Agreements~~On ~~occurred~~May ~~on April 16~~13, 2019, atthe ~~which~~Company ~~date~~filed ~~NuAxess~~a ~~and~~Definitive ~~PR345~~Information ~~became~~Statement ~~wholly-owned~~on ~~subsidiaries~~Schedule of14C for the ~~Company.~~purpose Inof ~~addition,~~implementing onthe ~~April~~following ~~16,~~corporate ~~2019,~~actions: (i) the ~~Company~~increase ~~sold 75% of its equity interests~~ in the ~~MMMM~~authorized ~~Mining~~shares ~~Subsidiaries~~of ~~for~~common ~~$10,~~stock tofrom ~~Aurum,~~100 ~~LLC,~~million ashares ~~newly~~to ~~organized~~900 ~~Nevada~~million ~~corporation (“Aurum”)~~shares ~~formed and controlled by Sheldon Karasik,~~ (the ~~Company’s~~“Authorized Common ~~former~~Stock ~~CEO,~~Share ~~Chairman~~Increase”); and a(ii) ~~principal~~change ~~shareholder, for~~ the ~~purpose~~name of ~~entering into~~ the ~~MBO Agreement and operating the~~ Company’s ~~formerly~~from ~~wholly-owned~~Mineral ~~Mining~~Mountain ~~Subsidiaries. In addition, Aurum assumed all of the liabilities of the MMMM~~ Mining ~~Subsidiaries.~~& ~~Reference~~Milling isCompany ~~made~~ to ~~Recent Developments-Former MMMM Mining~~Quad ~~Subsidiaries~~M ~~under Note 3 – Former Mining Operations~~Solutions, ~~and~~Inc. ~~Note~~(the 6“Name ~~– Share Exchange and Assignment Agreement, below~~Change”).

On June ~~May 13~~7, 2019, the Company filed aArticles ~~Definitive Information~~of ~~Statement~~Amendment onto ~~Schedule~~its ~~14C~~Articles ~~for~~of Incorporation with the ~~purpose~~Secretary of ~~implementing~~State of the ~~following~~State ~~corporate~~of ~~actions:~~Idaho effecting ~~(i)~~ the ~~increase~~Name inChange. On June 14, 2019 the ~~authorized shares~~Company filed Articles of ~~common~~Amendment ~~stock~~to ~~from~~its ~~100~~Articles ~~million~~of ~~shares~~Incorporation towith ~~900~~the ~~million~~Secretary of ~~shares~~State (of the “State of Idaho effecting the Authorized Common Stock Share Increase~~”);~~. ~~and (ii)~~In ~~change~~addition, effecting the ~~name~~Authorized ofCommon ~~the~~Stock Share ~~Company~~Increase. ~~from~~In ~~Mineral~~addition, ~~Mountain~~on ~~Mining~~July &19, ~~Milling~~2019, the Company toobtained ~~Quad~~the Mrequisite ~~Solutions,~~approval ~~Inc.~~from (FINRA for the “Name Change”).

~~On June 7, 2019, the Company filed Articles of~~NOTE ~~Amendment~~2 to- ~~its~~SUMMARY ~~Articles~~OF ofSIGNIFICANT ~~Incorporation~~ACCOUNTING 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.POLICIES

~~NOTE~~This summary 2of -significant ~~SUMMARY~~accounting OFpolicies ~~SIGNIFICANT~~of ~~ACCOUNTING~~Quad M Solutions, Inc and its two wholly owned subsidiaries is presented to assist in understanding ~~POLICIES~~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.

~~This summary of significant accounting policies~~Basis 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.Presentation

~~Basis~~The consolidated financial statements incorporate the accounts of ~~Presentation~~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”).

~~The consolidated financial statements incorporate the accounts of Quad M Solutions, Inc and its wholly owned subsidiaries. All significant inter~~F-~~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”).~~7

~~F-7~~Table of Contents

~~Table of Contents~~Accounting Method

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

~~The Company’s financial statements are~~Earnings ~~prepared~~(Losses) ~~using~~Per ~~the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.~~Share

~~Earnings~~Basic earnings per share are computed by dividing net income (~~Losses~~loss) ~~Per~~by ~~Share~~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.

~~Basic earnings per share are computed by dividing~~Cash 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.Equivalents

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

~~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 ~~preparation of financial statements in accordance~~ ~~with~~Company ~~generally~~had ~~accepted~~a ~~accounting~~set ~~principles in the United States~~ of ~~America~~convertible ~~requires~~notes ~~the use of estimates and assumptions~~ that ~~affect the~~had ~~reported~~warrants ~~amounts~~with ofdown ~~assets~~round ~~and~~features ~~liabilities, disclosure of contingent assets~~ and ~~liabilities~~there ~~known~~have tobeen ~~exist~~events aswhich ofhave ~~the~~triggered ~~date the financial~~recognition ~~statements are published, and the reported amounts~~ of ~~revenues and expenses during~~ the ~~reporting~~down ~~period~~round features. ~~Uncertainties~~The ~~with~~accounting ~~respect~~recognition ~~to such estimates and assumptions are inherent in the preparation~~ of ~~the~~these ~~Company’s~~features ~~financial~~involved ~~statements;~~significant ~~accordingly, it is possible that the actual results could differ from these~~ estimates ~~and~~by ~~assumptions and could have a material effect on~~ the ~~reported amounts of the~~ Company’s ~~financial position and results of operations~~management.

The accounting ~~Company~~recognition ~~had a set~~ of ~~convertible~~the ~~notes~~triggered ~~that had warrants with~~ down round features, ~~and there have been events~~ which have ~~triggered recognition of~~ the ~~down~~same ~~round features. The~~ accounting ~~recognition~~ ofeffect ~~these~~as ~~features~~a ~~involved~~“dividend”, ~~significant~~cumulatively reduced ~~estimates~~retained earnings by ~~the Company management~~$1,575,068.

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

~~Fair~~The Company’s ~~Value~~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 ~~Financial~~these ~~Instruments~~financial instruments, approximates fair value at September 30, 2021 and 2020.

The ~~Company’s financial instruments as~~ ~~defined~~standards byunder ASC ~~825-10-50,~~820 ~~include~~defines ~~cash,~~fair ~~receivables~~value, ~~accounts~~establishes ~~payable~~a ~~and~~framework ~~accrued~~for ~~expenses.~~measuring ~~All~~fair ~~instruments~~value ~~are~~in ~~accounted~~accordance ~~for~~with ongenerally aaccepted ~~historical~~accounting ~~cost basis~~principles, ~~which,~~and ~~due~~expands todisclosures ~~the~~about ~~short~~fair ~~maturity~~value ofmeasurements. ~~these~~FASB ~~financial~~ASC ~~instruments,~~820 ~~approximates~~establishes a three-tier fair value athierarchy ~~September~~which ~~30,~~prioritizes the ~~2021~~inputs ~~and~~used ~~2020.~~in measuring fair value as follows:

~~The standards under ASC 820 defines fair value,~~Level ~~establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements~~1. ~~FASB~~Observable ~~ASC~~inputs ~~820~~such ~~establishes~~as aquoted ~~three-tier~~prices ~~fair value hierarchy which prioritizes the inputs used~~ in ~~measuring fair~~active ~~value as follows:~~markets;

Level 1 2. ~~Observable~~Inputs, ~~inputs~~other ~~such~~than as the quoted prices in active markets, that are observable either directly or indirectly; and

Level 2 3. ~~Inputs,~~Unobservable ~~other~~inputs ~~than~~in ~~the~~which ~~quoted prices~~there inis ~~active~~little ~~markets~~of no market data, ~~that~~which ~~are~~require ~~observable~~the ~~either~~reporting ~~directly~~entity orto ~~indirectly;~~develop ~~and~~its own assumptions.

~~Level~~At December 3.31, ~~Unobservable~~2022 ~~inputs~~and in2021 ~~which there~~the isCompany ~~little~~did ofnot nohave ~~market~~any ~~data~~assets measured at fair value other than cash and deposits. At December 31, ~~which~~2022 and ~~require~~2021 the ~~reporting~~Company ~~entity~~had toconversion ~~develop~~features embedded in its ~~own~~convertible ~~assumptions~~notes payable.

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.F-8

~~F-8~~Table of Contents

~~Table of Contents~~Going Concern

~~Going~~As shown ~~Concern~~in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of December 31, 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 $35,034,310.

~~As shown in the accompanying financial statements,~~Achievement ~~the Company has incurred cumulative operating losses since inception. As~~ of ~~September 30, 2021,~~ the Company’s ~~has~~objectives ~~limited~~will ~~financial~~depend ~~resources with~~on ~~which to achieve~~ its ~~objectives~~ability ~~and~~to ~~attain~~obtain ~~profitability~~additional ~~and~~financing, ~~positive~~to ~~cash~~generate ~~flows~~revenue from ~~operations.~~current Asand ~~shown in the accompanying balance~~planned ~~sheets~~business ~~and statements of~~ operations, ~~the~~and ~~Company~~to ~~has~~effectively anoperating ~~accumulated~~and ~~deficit of $27,753,783. The Company’s working~~ capital ~~deficit is $9,919,179~~costs.

~~Achievement~~The Company ofplans ~~the~~to ~~Company’s~~fund ~~objectives will~~its ~~depend~~future onoperations by potential sales of its ~~ability~~common tostock ~~obtain~~or ~~additional~~by ~~financing,~~issuing todebt ~~generate~~securities. ~~revenue~~However, ~~from~~there ~~current~~is ~~and~~no assurance ~~planned~~that ~~business~~the ~~operations,~~Company ~~and~~will be able to ~~effectively operating~~generate sufficient equity and/or debt capital ~~costs~~at terms and conditions satisfactory of the Company.

~~The Company plans to fund its future operations~~Provision byfor 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.Taxes

~~Provision~~Income taxes ~~for~~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.

~~Income taxes are provided based upon the liability~~New ~~method~~Accounting 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.Pronouncements

~~New~~The Company ~~Accounting~~has ~~Pronouncements~~evaluated the authoritative guidance issued subsequent to December 31, 2022 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations.

~~The Company has evaluated the authoritative guidance~~NOTE ~~issued~~3 ~~subsequent~~– toSHARE ~~September~~EXCHANGE ~~30,~~AND ~~2021~~ASSIGNMENT ~~and does not expect the adoption of these standards to have a material effect on its financial position or results of operations.~~AGREEMENT

~~F-9~~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.

~~Table~~NOTE 4 of– ~~Contents~~CONVERTIBLE DEBT

~~NOTE 3 – SHARE EXCHANGE AND ASSIGNMENT~~Outstanding ~~AGREEMENT~~Convertible Debt

On or about April 1629, 2019, the Company ~~entered~~issued ~~into~~ a ~~Share~~ ~~Exchange~~convertible ~~and~~promissory ~~Assignment~~note ~~Agreement~~to ~~(the~~another ~~“MBO~~institutional ~~Agreement”)~~investor ~~with~~for ~~Aurum,~~the ~~LLC~~principal ~~(“Aurum”),~~sum ~~a newly formed Nevada~~of ~~corporation organized by Sheldon Karasik~~$66, ~~the Company’s former CEO~~000, ~~Chairman~~together ~~and~~with ainterest ~~principal~~at ~~shareholder for~~ the ~~purpose~~rate of ~~acquiring 75~~12% ofper ~~the~~annum, ~~capital~~with ~~stock~~a ofmaturity ~~the~~date ~~MMMM~~of ~~Mining~~April ~~Subsidiaries~~29, ~~from~~2020. ~~the~~During ~~Company for cash consideration of $10 plus~~ the ~~assumption~~period byended ~~Aurum~~September of30, ~~all~~2021, of$3,993 ~~the liabilities~~ of ~~the~~regular ~~Mining~~interest, ~~Subsidiaries~~was expensed. OnDuring the ~~date~~period ofended ~~closing~~December of31, ~~the MBO Agreement~~2021, ~~the Company made a payment of~~ $~~100~~3,~~000 to~~993 ~~Aurum, which proceeds were to be used by Aurum to fund the operations~~ of ~~the~~regular ~~MMMM~~interest ~~Mining~~was ~~Subsidiaries~~expensed. On ~~The~~or ~~MBO~~about ~~Agreement~~May ~~also~~7, ~~required~~ 2019, the Company toissued ~~allocate~~ a ~~portion~~convertible ofpromissory ~~the~~note ~~proceeds~~to ~~received~~another byinstitutional ~~the~~investor ~~Company~~for ~~under~~ the ~~Crown~~principal ~~Bridge~~sum ~~Equity Line~~of $50, ~~if any~~000, totogether ~~pay~~with ~~Aurum~~interest ~~for~~ at the ~~operations~~rate of ~~the~~12% ~~MMMM~~per ~~Mining Subsidiaries~~annum, ~~among other terms and conditions. In connection~~ with ~~the~~a ~~MBO~~maturity ~~Agreement,~~date ~~Aurum assumed all~~ of ~~the~~May ~~liabilities~~7, of2020. ~~the~~On ~~MMMM~~April ~~Mining~~5, ~~Subsidiaries~~2021, ~~which~~the ~~were~~investor ~~disclosed to~~ converted the ~~Company~~outstanding asprincipal ~~totaling~~into ~~approximately $96~~925,~~673.~~930 Asshares ~~a result~~ of ~~this~~common ~~transaction~~stock, a$15,918 ~~loss~~ of ~~$403,327~~accrued ~~was~~interest ~~recorded~~remains outstanding.

~~NOTE 4 – CONVERTIBLE DEBT~~F-9

~~Outstanding~~Table ~~Convertible~~of ~~Debt~~Contents

On or about ~~April~~August 294, ~~2019~~2021, the Company issued a convertible promissory note to ~~another~~an institutional investor for the principal sum of $66660,000, together with interest at the rate of 128% per annum, with a maturity date of ~~April~~August 294, ~~2020~~2022. During the period ended December 31, 2021, $13,308 of regular interest and $166,356 of debt discount was expensed. On or about August 10, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $150,000, together with interest at the rate of 8% per annum, with a maturity date of August 10, 2022.

During the period ended December 31, 2021, $3,024.66 of regular interest and $37,498.63 of debt discount was expensed. On or about August 13, 2021, the ~~year~~Company issued a convertible promissory note to an institutional investor for the principal sum of $137,500, together with interest at the rate of 8% per annum, with a maturity date of August 13, 2022. On or about August 20, 2021, the Company issued a convertible promissory note to an institutional investor 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 December 31, 2021, $312 of regular interest and $4,318 of debt discount was expensed. During the period ended December 31, 2021, $1,008 of regular interest, $8,241 of debt discount and $4,362 of derivative liability discount was expensed. On or about September 3020, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $15110,~~840~~000, together with interest at the rate of 8% per annum, with a maturity date of September 20, 2022. On or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $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 ~~September~~December 3031, ~~2020~~2021, $11624 of regular interest and $7,~~237~~808 of debt discount was expensed. On or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $25,000, together with interest at the rate of 8% per annum, with a maturity date of November 4, 2022. During the period ended December 31, 2021, $2,811 of regular interest, $530,~~213~~499 of ~~original~~debt ~~issue~~discount and $4,159 of derivative liability discount was expensed. On or about November 4, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity date of November 4, 2022. During the period ended December 31, 2021, $624 of regular interest and $8,636 of debt discount was expensed. On or about November 9, 2021, the Company issued a convertible promissory note to an institutional investor for the principal sum of $220,000, together with interest at the rate of 8% per annum, with a maturity date of November 9, 2022. During the period ended December 31, 2021, $2,542 of regular interest and $3327,~~016~~405 of debt discount, and $3,937 in derivative liability discount was expensed. On or about May 27, 2022, the Company issued a convertible promissory note to an institutional investor for the principal sum of $50,000, together with interest at the rate of 8% per annum, with a maturity date of May 27, 2023. On or about October 18, 2022, the Company issued a convertible promissory note to an institutional investor for the principal sum of $111,111.11, together with interest at the rate of 8% per annum, with a maturity date of October 18, 2023. On or about November 2, 2022, the Company issued a convertible promissory note to an institutional investor for the principal sum of $111,111.11, together with interest at the rate of 8% per annum, with a maturity date of November 2, 2023.

~~On or about May 7, 2019, the Company issued a~~Retired ~~convertible~~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.~~Debt

~~During~~On or ~~the~~about ~~year~~November ~~ended September 30~~27, ~~2021~~2018, ~~$5,485 of~~the ~~regular~~Company ~~interest~~issued ~~was~~a ~~expensed.~~convertible ~~During~~promissory ~~the~~note ~~period~~to ~~ended~~an ~~September~~institutional ~~30,~~investor ~~2020,~~for ~~$8,016,~~the ofprincipal ~~regular~~sum ~~interest,~~of $263,~~104~~000.00, together ofwith ~~original~~interest ~~issue~~at ~~discount, and~~12% ~~$27~~per annum,~~951~~ with a maturity date of ~~derivative~~November ~~liability~~27, ~~discount~~2019 ~~was~~(the ~~expensed~~“Note”).

~~On April 5, 2021, the investor converted the outstanding principal into 925,930 shares of common stock, $15,918 of accrued interest remains outstanding.~~F-10

OnTable ~~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.Contents

The ~~conversion feature~~ ofCompany ~~the~~then ~~note~~issued ~~represents~~a anreplacement ~~embedded~~convertible ~~derivative.~~promissory Anote ~~derivative~~payable ~~liability~~to ~~with~~the anacquiring ~~intrinsic~~institutional ~~value~~investor offor ~~$0.065928~~the ~~was~~principal sum of $~~483~~96,~~413~~816 ~~using~~with aidentical ~~binomial pricing~~terms ~~model and was calculated as a derivative liability discount~~ to the ~~note.~~original ~~That amount is not recorded as a new contra-~~note ~~payable amount~~ (~~similar~~interest toat ~~the~~12% ~~recorded~~per ~~OID and transaction costs)~~annum, asmaturity ~~the~~date ~~note is fully discounted. Because~~ of ~~the~~November ~~derivative~~27, ~~nature of the $483~~2019,~~413~~ ~~valuation of the~~ conversion ~~feature,~~rights ~~$483,413 was recorded as an expense~~ and conversion ~~reported as a loss on issuance of convertible debt~~price.)

~~During~~On or ~~the~~about ~~year~~November ~~ended September 30~~29, ~~2021~~2019, ~~$8,245~~the ofCompany ~~regular~~and ~~interest~~the ~~and~~institutional ~~$103,068~~investor ofentered ~~debt~~into ~~discount~~a ~~was~~Note ~~expensed.~~Extension ~~There~~Agreement ~~was~~(“Extension noAgreement”). Pursuant ~~corresponding~~to ~~expense~~the ~~during~~ Extension Agreement the ~~year~~maturity ~~ended~~date ~~September~~was extended to November 30, 2020.

On or about ~~August~~October 101, ~~2021~~ 2019, the Company issued a convertible promissory note to anthe same institutional investor for the principal sum of $~~150~~94,000, together with interest at the rate of 810% per annum, with a maturity date of ~~August~~September 1030, ~~2022~~2020. 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~~On or ~~conversion~~about ~~feature of~~September 1, 2020, the ~~note~~Company ~~represents~~entered aninto ~~embedded~~a ~~derivative.~~Note AModification ~~derivative~~Agreement ~~liability~~(“Modification”) ~~with~~in anwhich ~~intrinsic~~the ~~value~~two above notes in the amount of $~~0.14884~~94,000 ~~was~~of principal and $~~272~~8,~~873~~627 ~~using~~of aaccrued ~~binomial pricing~~interest ~~model~~and $96,816 of principal and ~~was~~$20,403 ~~calculated~~of asaccrued ainterest ~~derivative~~(described above) ~~liability~~were ~~discount~~superseded toand ~~the~~consolidated into a single new long-term note. ~~That~~in ~~amount~~the isprincipal ~~not~~amount ~~recorded~~of as$250,000. aThe new ~~contra-~~note ~~payable~~bears interest ~~amount~~at ~~(similar~~a torate ~~the~~of ~~recorded~~8% ~~OID~~per annum and ~~transaction~~has ~~costs)~~a maturity date of December 31, as2021. During the ~~note~~period isended ~~fully~~December ~~discounted.~~31, ~~Because~~2021, ofthere ~~the~~was ~~derivative~~no ~~nature~~expense for ofthese notes. During the ~~$272~~ period ended December 31,~~873~~ ~~valuation~~2020, $4,322 of ~~the~~regular ~~conversion~~interest ~~feature,~~and $~~272~~91,~~873~~993 of derivative liability discount was expensed. ~~recorded~~This asnote anwas ~~expense~~fully ~~and~~converted ~~reported~~during asthe ayear ~~loss~~ended onSeptember ~~issuance~~30, 2021 into 5,750,000 shares of ~~convertible~~common ~~debt~~stock.

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~~period ended ~~September~~ 30December 31, 2021, there was no expense. During the period ended December 31, 2020, $13,~~677~~025, of regular interest, ~~and~~was ~~$20~~expensed. On April 16,~~959~~ 2021, the outstanding principal of ~~debt~~$50,000 ~~discount~~and ~~was~~accrued ~~expensed.~~interest ~~There~~of $17,951 was nosettled ~~corresponding~~for ~~expense~~$37,410, ~~during~~a gain on extinguishment of debt was recorded in the ~~year~~ ~~ended~~amount ~~September~~of $30, ~~2020~~541.

On or about ~~August~~January 1317, ~~2021~~ 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $~~137~~50,~~500~~000, together with interest at the rate of 810% per annum, with a maturity date of ~~August~~October 1311, ~~2022~~2020. ~~The~~On ~~investor~~October ~~has~~11, ~~the~~2020 ~~right~~this atnote ~~any~~fell ~~time~~into maturity ~~following the~~ date of ~~the~~default ~~Note~~and ~~to convert all or any part of~~ the ~~outstanding~~interest ~~and~~rate ~~unpaid~~increased ~~principal~~to ~~amount~~22%. ofDuring the ~~Note~~period ~~into~~ended ~~fully~~December ~~paid~~31, ~~and~~2021, ~~non-assessable shares~~$2,773 of ~~Common~~regular ~~Stock~~interest atwas expensed. During the ~~Fixed~~period ~~Conversion~~ended ~~Price~~December ~~which is equal to $0.09. The Company paid $12~~31,~~500~~ ~~in original issue discount~~2020, $42,~~000 in~~592 ~~fees~~of ~~and~~regular ~~warrants~~interest ~~valued~~and at $~~104~~2,~~500~~052 ~~which~~of ~~are~~derivative ~~recorded~~liability ~~as a debt~~ discount ~~and~~was ~~being amortized over the life of the loan~~expensed.

FOn 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-10split 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 period ended December 31, 2021, there was no expense associated with this note. During the period ended December 31, 2020, $18,971 of regular interest, $28,600 of original issue discount and $122,148 of derivative liability discount was expensed.

~~Table~~On or about June 4, 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of ~~Contents~~$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 period ended December 31, 2021, there was no expense associated with this note. During the period ended December 31, 2020, $1,603 of regular interest, $1,353 of original issue discount and $49,400 of derivative liability discount was expensed.

~~The conversion feature~~On ofDecember ~~the~~11, ~~note represents an embedded derivative. A derivative liability with an intrinsic value of $0.14144 was $216~~2020,~~089~~ ~~using a binomial pricing model and was calculated as a derivative liability discount to~~ the ~~note.~~investor ~~That~~converted ~~amount is recorded as a new contra-note payable amount (similar to~~ the ~~recorded~~outstanding ~~OID~~principal ~~and~~of ~~transaction costs)~~$75,000 ~~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~~4,~~089~~512 ~~valuation~~ of ~~the~~accrued interest ~~conversion~~into ~~feature~~806,413 ~~$199,589 was~~shares ~~recorded as an expense and reported as a loss on issuance~~ of ~~convertible~~common ~~debt~~stock.

~~During~~On or about June 5, 2020, the ~~year~~Company ~~ended~~issued a convertible promissory note to an institutional investor for the principal sum of $220,000, ~~September~~together 30with 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 period ended December 31, $12021,~~467~~ there was no expense association with this note. During the period ended December 31, 2020, $4,261 of regular interest, $157,~~912~~562 of ~~debt~~original issue discount and $247,~~170~~890 of derivative liability discount was expensed. ~~There~~During the year ended ~~was~~September no30, ~~corresponding~~2021, ~~expense~~the ~~during~~investor converted the ~~year~~outstanding ~~ended~~principal ~~September~~of $190,000 and accrued into 2,523,224 shares of common stock, additionally the Company paid $30,000 ~~2020~~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 ~~August~~June 208, ~~2021~~ 2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $5044,000, together with interest at the rate of 8% per annum, ~~with~~and a ~~maturity~~default ~~date~~interest amount of ~~August 20~~24%, ~~2022.~~with ~~The~~a ~~investor~~maturity ~~has~~date ~~the~~of ~~right~~June at10, ~~any~~2021. ~~time following~~ During the ~~date~~period ofended ~~the Note~~December to31, ~~convert~~2021, ~~all~~there orwas ~~any~~no ~~part~~expense ofassociated ~~the~~with ~~outstanding~~this ~~and~~note. ~~unpaid~~During ~~principal~~the ~~amount~~period ofended ~~the~~December ~~Note~~31, ~~into~~2020, ~~fully~~$900 ~~paid~~of regular ~~and~~interest, ~~non-assessable~~$1,512 ~~shares~~ of ~~Common~~original ~~Stock~~issue atdiscount ~~the~~and ~~Fixed~~$9,578 ~~Conversion~~of ~~Price~~derivative ~~which~~liability isdiscount ~~equal~~was ~~to $0~~expensed.~~09.~~ ~~The~~On April 13,2021, the Company paid $344,000 in ~~fees~~principle, ~~and~~$3,012 ~~warrants~~in ~~valued~~accrued atinterest and $2814,~~944 which~~148 ~~are recorded~~ as a ~~debt~~prepayment ~~discount~~penalty ~~and~~in ~~being~~the ~~amortized~~total ~~over~~amount of ~~the~~$61,160 ~~life~~to offully extinguish the ~~loan~~note.

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 contraF-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 debt11

~~During~~Table ~~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.~~Contents

On or about ~~September 20~~June 10, ~~2021~~2020, the Company issued a convertible promissory note to an institutional investor for the principal sum of $~~110~~44,000, together with interest at the rate of 8% per annum, ~~with~~and a ~~maturity~~default ~~date~~interest amount of ~~September 20~~24%, ~~2022.~~with ~~The~~a ~~investor~~maturity ~~has the right at any time following the~~ date of ~~the~~June ~~Note~~10, to2021. ~~convert all or any part of~~ During the ~~outstanding~~period ~~and~~ended ~~unpaid~~December ~~principal~~31, ~~amount~~2021, ofthere ~~the~~was ~~Note~~no ~~into~~expense ~~fully~~associated ~~paid~~with ~~and~~this ~~non-assessable shares~~note. ofDuring ~~Common Stock at~~ the ~~Fixed~~period ~~Conversion~~ended ~~Price~~December ~~which~~31, is2020, ~~equal to~~ $~~0.09.~~660 ~~The~~of regular ~~Company~~interest, ~~paid~~ $104,~~000~~136 inof original issue discount, ~~$3,000 in fees~~ and ~~warrants valued at~~ $~~485~~26,~~222,~~196 ~~but only for an amount not in excess~~ of ~~the~~derivative ~~undiscounted~~liability ~~amount~~discount ofwas ~~the~~expensed. ~~note which are recorded~~On asDecember a16, ~~debt~~2020 ~~discount and being amortized over~~ the ~~life~~investor ofconverted the ~~loan.~~outstanding ~~The~~principal ~~remaining~~of $~~388~~44,~~222~~000 ~~was~~and ~~recorded~~$1,774 asof anaccrued ~~expense~~interest ~~and~~into ~~reported~~462,368 asshares ~~a loss on issuance~~ of ~~convertible debt~~common stock.

~~The~~On or ~~conversion~~about ~~feature of~~July 1, 2020, the Company issued a convertible promissory note ~~represents~~to an ~~embedded~~institutional ~~derivative.~~investor Afor ~~derivative~~the ~~liability~~principal sum of $173,500, together with aninterest ~~intrinsic~~at ~~value~~the rate of ~~$0.34067~~12% ~~was~~per ~~$416~~annum,~~374~~ ~~using~~and a ~~binomial pricing~~default ~~model~~interest ~~and~~amount ~~was~~of ~~calculated~~24%, aswith a ~~derivative~~maturity ~~liability~~date ~~discount~~of toJune ~~the~~15, ~~note~~2021. ~~That~~During the ~~amount~~period isended ~~not~~December ~~recorded~~31, as2021, athere ~~new~~was ~~contra-note~~no ~~payable amount~~expense ~~(similar~~associated towith this note. During the ~~recorded~~period ~~OID~~ended ~~and~~December ~~transaction~~31, ~~costs)~~2020, as$5,321 of ~~the~~regular ~~note~~interest isand ~~fully~~$45,736 ~~discounted.~~of ~~Because~~original ofissue ~~the~~discount ~~derivative~~was ~~nature~~expensed. ofOn April 13,2021, the Company paid $~~416~~94,~~374~~180 ~~valuation~~in ~~of the conversion feature~~principle, $~~416~~16,~~374~~483 ~~was~~in ~~recorded~~accrued asinterest ~~an expense~~ and ~~reported~~$4,337 as a ~~loss~~prepayment onpenalty ~~issuance~~in the total amount of ~~convertible~~$115,000 ~~debt~~to fully extinguish the note.

~~During~~On or about July 6, 2020, the ~~year~~Company ~~ended~~issued a convertible promissory note to an institutional investor for the principal sum of up to $150,000, ~~September~~together 30with interest at the rate of 10% per annum, ~~2021~~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. The first tranche was in the amount of $~~241~~50,000. During the period ended December 31, 2021, there was no expense associated with this note. During the period ended December 31, 2020, $1,260 of regular interest, $8,723 of original issue discount and $3,~~014~~709 of ~~debt~~original issue discount was expensed. ~~There~~On ~~was~~April no13,2021, ~~corresponding~~the ~~expense~~Company paid ~~during~~$50,000 in principle, $3,904 in accrued interest and $28,596 as a prepayment penalty in the ~~year~~ ~~ended~~total ~~September~~amount 30of $82,500 ~~2020~~to fully extinguish the note.

~~Retired~~On or ~~Convertible~~about ~~Debt~~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 period ended December 31, 2021there was not expense associated with this note. During the period ended December 31, 2020, $2,811 of regular interest, $7,740 of original issue discount and $20,062 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 ~~November~~April 271, ~~2018~~2020, the Company issued a ~~convertible~~ promissory note to an institutional investor for the principal sum of $63150,000~~.00~~, together with interest at 12the rate of 1.5% per ~~annum~~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 ~~November~~March 2731, ~~2019~~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.

~~F-11~~During the period ended December 31, 2021There was no expense associated with this note. During the period ended December 31, 2020, $4,500 of regular interest was expensed.

~~Table~~On or ofabout ~~Contents~~April 9, 2021, this note was combined with other notes payable into a new non-convertible note payable. See Note 5.

~~The~~On or ~~Company~~about ~~then~~October 21, 2020, the Company issued a ~~replacement~~ convertible promissory note ~~payable~~ to ~~the~~an ~~acquiring~~ institutional investor for the principal sum of $9655,~~816~~000, together with ~~identical~~interest ~~terms~~at to the ~~original note~~rate ~~(interest~~of ~~at 12~~10% per annum, with a maturity date of ~~November~~June 2716, ~~2019~~2021. During the period ended December 31, ~~conversion~~2021, There ~~rights~~was no expense associated with this note. During the period ended December 31, 2020, $2,983 of regular interest, $5,817 of original issue discount and ~~conversion~~$10,605 ~~price~~in derivative liability discount was expensed.) 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 ~~November~~October 2922, ~~2019~~2020, the Company ~~and the~~issued a convertible promissory note to an institutional investor ~~entered~~for ~~into~~the principal sum of $55,000, together with interest at the rate of 12% per annum, with a ~~Note~~maturity ~~Extension~~date ~~Agreement~~of ~~(“Extension~~October ~~Agreement”)~~21, 2021. ~~Pursuant~~During to the ~~Extension~~period ~~Agreement~~ended December 31, 2021, there was no expense associated with this note. During the ~~maturity~~period ~~date~~ended December 31, 2020, $1,266 of regular interest, $1,635 of original issue discount and $8,942 in derivative liability discount was ~~extended~~expensed. toOn ~~November~~April 3013,2021, ~~2020~~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 ~~October~~November 110, ~~2019~~2020, the Company issued a convertible promissory note to ~~the~~an ~~same~~ institutional investor for the principal sum of $94116,~~000~~600, together with interest at the rate of 10% per annum, with a maturity date of ~~September~~August 3010, 2021. During the period ended December 31, 2021, there was no expense associated with this note. During the period ended December 31, 2020, $13,477 of regular interest, $7,153 of original issue discount and $14,630 in derivative liability discount was expensed. 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.

~~On or about September 1, 2020, the Company entered~~NOTE ~~into~~5 a– ~~Note~~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.PAYABLE

~~During~~On April 9, 2021, the ~~year~~Company ~~ended~~entered ~~September~~into 30a Master Senior Loan Agreement (“MSLA”) with BeachStar Partners, ~~2021~~LLC as Lender and Administrative Agent. Pursuant to the MSLA, the Company borrowed the initial sum of $4,~~910~~200,000, which sum has been received by the Company ofin ~~regular~~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 $~~225~~63,~~993~~000 ofor ~~derivative~~4% ~~liability~~of ~~discount~~the ~~was~~collections ~~expensed~~received ~~for~~by ~~these~~the ~~notes~~Company. The ~~During~~Company has authorized the ~~year~~lender ~~ended~~to ~~September~~apply ~~30,~~the ~~2020~~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 $261,~~834~~000,000 per every 500 insured lives added by the Company, up to a maximum of ~~regular~~65,000 ~~interest~~insured ~~and~~lives, or $~~151~~130,000,000. ofDuring ~~derivative~~the ~~liability~~period ~~discount~~ended ~~was~~December ~~expensed~~31, 2021, the Company paid $199,234 in interest.

~~This note was fully converted during the year ended September 30, 2021 into 5,750,000 shares of common stock.~~F-12

~~On or~~Table ~~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.~~Contents

~~Between~~NOTE ~~December~~6 ~~2019~~– ~~and~~COMMON ~~June~~STOCK ~~2020,~~AND ~~the~~PREFERRED ~~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.~~STOCK

~~During~~Upon formation the ~~year~~authorized ~~ended~~capital ~~September~~of ~~30,~~the ~~2021~~Company was 2,000,000 ~~there~~shares ~~was~~of nocommon ~~expense~~stock ~~related~~with toa ~~this~~par ~~note~~value of $.05, ~~During~~in 1953 the ~~period~~Company ~~ended~~increased the ~~September~~authorized ~~30,~~capital ~~2020~~to 3,000,000 ~~$684~~shares of ~~regular interest~~common stock, $2in 1985 the authorized capital was again increased to 10,~~842~~000,000 shares of common ~~original~~stock, ~~issue~~and ~~discount~~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 $39.10. On May 13,~~781~~ 2019, the Company filed a DEF 14C approving the increase in authorized shares of ~~derivative~~common ~~liability~~stock ~~discount~~from ~~was~~100,000,000 ~~expensed~~shares to 900,000,000 shares.

~~F-12~~Preferred Stock

~~Table~~Series B ofSuper ~~Contents~~Voting Preferred Stock

On orMarch ~~about~~21, ~~May~~2019, 17the 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 ato ~~convertible~~Sheldon ~~promissory~~Karasik, the ~~note~~Chief toExecutive ~~another~~Officer, ~~institutional~~President ~~investor~~and Chairman of the Board, the one (1) share of Series B Preferred Stock for $0.16, which price was based on the ~~principal~~closing ~~sum~~price of the Company’s Common Stock of $500.16 as of November 5,~~000~~ 2018, the date of the issuance, which was ~~together~~approved ~~with~~by ~~interest~~the atCompany’s then Board. Sheldon Karasik, as the ~~rate~~holder of ~~12%~~the ~~per~~Series ~~annum~~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 ~~maturity~~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 ~~February~~determination, 17on a fully diluted basis. The Company filed the Certificate of Designation with the Secretary of State of Idaho on March 21, ~~2020~~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.

OnSeries ~~January~~C ~~21,~~and ~~2020,~~Series ~~the~~D ~~note~~Convertible ~~was~~Preferred ~~assigned to another investor with the original terms of the note remaining unchanged.~~Stock

~~During~~On April 2, 2019, the ~~year~~Company ~~ended~~filed ~~September~~two ~~30,~~Certificates ~~2021,~~of ~~$5,984~~Designation amending the Articles of ~~regular~~Incorporation ~~interest~~and ~~was~~the ~~expensed.~~Certificates ~~During~~of Designation of the ~~period~~rights ~~ended~~and ~~September~~restrictions ~~30,~~of ~~2020~~400,000 ~~$9,732,~~shares of ~~regular interest,~~Series C Convertible Preferred Stock par value $20.10 and 400,~~536~~000 shares of ~~original~~Series D ~~issue~~Convertible ~~discount,~~Preferred ~~and~~Stock par value $220.10,~~826~~ ofwhich ~~derivative~~were ~~liability~~originally ~~discount~~issued ~~was~~pursuant ~~expensed~~to two separate Share Exchange Agreements, see Note 5.

OnDuring ~~April~~the 16Company’s fiscal year-ended September 30, 2021, the ~~outstanding~~holders ~~principal~~of shares of ~~$50,000~~Series C Convertible Preferred Stock and ~~accrued~~Series ~~interest~~D Convertible ofPreferred ~~$17~~Stock (collectively,~~951~~ ~~was~~the ~~settled~~“Series ~~for~~C ~~$37,410,~~and aSeries ~~gain~~D onShares”) ~~extinguishment~~ converted a total of ~~debt~~24,222 ~~was~~Series ~~recorded~~C inand ~~the~~Series D ~~amount~~Shares into a total of ~~$30~~11,~~541~~339,110 shares of Common Stock.

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.F-13

~~F-13~~Table of Contents

~~Table~~Series E ofConvertible ~~Contents~~Preferred Stock

~~Between~~On ~~May~~April ~~2020~~8, ~~and June 2020~~2019, the ~~investor~~Company ~~converted~~filed ~~all~~a Certificates of Designation amending the ~~outstanding~~Articles ~~principal~~of Incorporation and ~~interest~~the inCertificates of Designation of the ~~amount~~rights ~~$110~~and restrictions of 25,000 shares of ~~principal~~Series ~~and $19,222~~E ofConvertible ~~accrued~~Preferred ~~interest~~Stock ~~into~~with ~~1,495,119~~par ~~post-split~~value ~~shares~~$0.10 ofand ~~common~~stated ~~stock~~value $10.

~~During~~On ~~the~~April ~~year ended September 30~~8, ~~2021~~2019, ~~there~~the ~~was~~Company noissued ~~expense~~18,182 ~~related~~shares toof ~~this~~Series ~~note.~~E ~~During~~Convertible ~~the~~Preferred ~~period~~Stock ~~ended~~(“Series ~~September~~E ~~30,~~Preferred”) ~~2020,~~to ~~$16,039,~~an ofinstitutional ~~regular~~investor ~~interest,~~in ~~$2,826~~consideration offor ~~original~~funding ~~issue~~the ~~discount~~$100,000 ~~and~~payment ~~$28,261~~made ofto ~~derivative~~Aurum ~~liability~~pursuant ~~discount~~to ~~was~~the ~~expensed~~MBO Agreement.

OnDuring orthe ~~about~~quarter ~~June~~ended 11March 31, ~~2019~~2021, ~~the Company issued~~ a ~~convertible~~total ~~promissory note to another institutional investor for the principal sum~~ of ~~$70~~1,~~000, together~~365 ~~with~~shares ~~guaranteed~~of ~~interest~~Series atE ~~the~~Convertible ~~rate~~Preferred ofstock ~~15%~~were ~~per~~converted ~~annum~~into ~~with a six-month minimum~~2,150,000 ~~with a maturity date~~ shares of ~~September~~common ~~11, 2019~~stock.

During the ~~period~~quarter ended ~~September~~June 30, ~~2019~~2021, ~~$5,250,~~the ofCompany ~~regular~~issued ~~interest~~2, ~~$20~~000,000 shares of ~~original~~common ~~issue~~stock ~~discount~~and 1,000,000 ~~and~~warrants valued at $50139,~~000~~346 for the extinguishment of ~~derivative~~the ~~liability discount~~Series ~~was~~E ~~expensed~~Preferred Stock. ~~There~~A ~~was~~loss noon ~~corresponding~~extinguishment ~~expense~~was ~~during~~recorded in the ~~period~~amount ~~ended~~of ~~September 30~~$417, ~~2018~~655.

OnSeries ~~September~~F ~~25,~~Convertible ~~2019,~~Preferred 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.Stock

~~Table~~During the period ended March 31, 2020, 50 shares of ~~Contents~~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.

~~During~~On ~~the~~October ~~year ended September 30~~2, ~~2021~~2020, ~~there~~the ~~was~~3,400 noremaining ~~expense~~outstanding ~~related~~shares toof ~~this~~Series ~~note.~~F ~~During~~Preferred ~~the~~Stock ~~year~~was ~~ended~~converted ~~September~~into 30881,250 ~~2020,~~shares ~~$5,511~~ of ~~regular interest~~common ~~and $92,710 of derivative liability discount was expensed~~stock.

~~Between~~13% ~~January~~Series ~~2020~~G ~~and~~Cumulative ~~May~~Redeemable ~~2020,~~Perpetual ~~the~~Preferred ~~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.~~Stock

On orApril ~~about~~27, ~~July 1 2019~~2020, the Company ~~issued~~filed a ~~convertible~~Certificate ~~promissory~~of ~~note~~Designation toamending ~~another~~the ~~institutional~~Articles ~~investor~~of ~~for~~Incorporation and designation the ~~principal~~rights ~~sum~~and restrictions of ~~$112~~2,~~500~~000, ~~together~~000 ~~with~~shares ~~interest~~of at13% ~~the~~Series ~~rate~~G Cumulative Redeemable Perpetual Preferred Stock, par value $0.10 and a stated value of ~~12%~~$25 per ~~annum~~share. ~~with~~The aSeries ~~maturity~~G Holders will not have any voting rights. To date, no shares of ~~December~~the ~~25,~~Series ~~2020~~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.

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.F-14

~~On April~~Table ~~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.~~Contents

~~Between~~Series ~~April~~M ~~2020~~Convertible ~~and~~Preferred ~~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.~~Stock

On orApril ~~about~~27, ~~July 12 2019~~2020, the Company ~~issued~~filed a ~~convertible~~Certificates ~~promissory~~of ~~note~~Designation toamending ~~another~~the ~~institutional~~Articles ~~investor~~of ~~for~~Incorporation and the ~~principal~~Certificates ~~sum~~ of ~~$75,000,~~Designation ~~together~~of ~~with~~the ~~interest~~rights atand ~~the~~restrictions ~~rate~~ of ~~12%~~50,000 ~~per~~shares ~~annum~~of ~~with~~Series aM ~~maturity~~Convertible ~~date~~Preferred ofStock ~~April~~with ~~12,~~par ~~2020~~value $0.10.

~~F-15~~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. In 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, 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”. In 2021, a total of 6,000 shares of Series M Convertible Preferred stock were converted into 300,000 shares of common stock, 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.

~~Table~~Series A ofConvertible ~~Contents~~Preferred Stock

~~During~~On July 2, 2020, the ~~year~~Company ~~ended~~filed ~~September~~a ~~30,~~Certificates ~~2021,~~of ~~There~~Designation ~~was~~amending nothe ~~expense~~Articles ~~associated~~of ~~with~~Incorporation ~~this~~and ~~note.~~the ~~During~~Certificates of Designation of the ~~period~~rights ~~ended~~and ~~September~~restrictions ~~30,~~of ~~2020~~2, $6851,~~091,~~ 318 shares of ~~regular~~Series ~~interest,~~A ~~$31,651~~Convertible ofPreferred ~~original~~Stock ~~issue~~with ~~discount,~~par ~~and~~value $260.10. In September 30,~~122~~ 2020, 950,000 shares of ~~derivative~~Series ~~liability~~A ~~discount~~Preferred ~~was~~Stock ~~expensed~~were converted into 950,000 shares of common stock.

~~Between~~Series ~~January~~H ~~2020~~Convertible ~~and~~Preferred ~~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~~Stock

On ~~or about~~ August 1328, ~~2019~~2020, the Company ~~issued~~filed a ~~convertible~~Certificates ~~promissory~~of ~~note~~Designation toamending anthe ~~institutional~~Articles ~~investor~~of ~~for~~Incorporation and the ~~principal~~Certificates ~~sum~~of Designation of ~~$225~~the rights and restrictions of 5,000~~, together~~ shares of Series H Convertible Preferred Stock with ~~interest~~par atvalue ~~the~~$0.10 ~~rate~~and ofstated value $10%. ~~per~~The shares ~~annum~~were ~~with~~issued for cash of $25,000. In 2021, a ~~maturity~~total ~~date~~of 1,259 shares of ~~February~~Series 13H Convertible Preferred stock were converted into 599,733 ~~2020~~shares of common stock.

On7% ~~February~~Series ~~13,~~O ~~2020,~~Cumulative ~~the~~Redeemable ~~note~~Perpetual ~~entered~~Preferred ~~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%.~~Stock

~~During~~On ~~the year ended~~ September 3028, ~~2021~~2020, ~~There~~the ~~was~~Company nofiled ~~expense~~a ~~associated~~Certificates ~~with~~of ~~this~~Designation ~~debt.~~amending ~~During~~ the ~~period~~Articles ~~ended~~of ~~September~~Incorporation ~~30,~~and ~~2020,~~designation ~~$24~~the rights and restrictions of 1,~~656~~000, 000 shares of ~~regular~~Series ~~interest~~O ~~and~~7% ~~$166~~Redeemable Cumulative Preferred Stock,~~304~~ ofpar ~~original~~value ~~issue~~$0.10 ~~was~~and ~~expensed~~a stated value of $12.50.

~~Between~~9% ~~February~~Series ~~2020~~N ~~and~~Convertible ~~June~~Preferred ~~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.~~Stock

On orNovember ~~about~~20, ~~August 29 2019~~2020, the Company ~~issued~~filed a ~~convertible~~Certificates ~~promissory~~of ~~note~~Designation toamending anthe ~~institutional~~Articles ~~investor~~of ~~for~~Incorporation and the ~~principal~~Certificates ~~sum~~of Designation of ~~$55~~the rights and restrictions of 100,000~~, together~~ shares of Series N Convertible Preferred Stock with ~~interest~~par atvalue ~~the~~$0.10 ~~rate~~and ofissued 8%10,300 ~~per~~of ~~annum~~Series N ~~with~~Preferred aStock ~~maturity~~for ~~date~~cash of ~~August~~$103,000 28and paid $3,000 ~~2020~~in fees related to the issuance. In 2021, the Company paid $136,933 to extinguish the Series N Convertible Preferred Stock.

~~During~~Series ~~the~~R ~~year~~Convertible ~~ended~~Preferred 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.Stock

~~Between~~On ~~March~~November ~~2020~~19, ~~and~~2021, ~~May~~the ~~2020,~~Company filed a Certificates of Designation amending the ~~investor~~Articles ~~converted~~of Incorporation and the ~~outstanding~~Certificates ~~$55,000~~of Designation of ~~principal~~the rights and $2restrictions of 100,~~828~~000 shares of ~~accrued~~Series ~~interest~~R ~~into~~Convertible ~~353~~Preferred Stock with par value $0.10. In December 3,~~123~~ ~~post-split~~2021, the Company issued 2,000 shares of ~~common~~Series ~~stock~~R Preferred Stock for services in the amount of $100,000.

F-1615

Table of Contents

OnCommon 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.Stock

~~During~~On ~~the~~February ~~year ended September 30~~23, ~~2021~~2020, ~~there~~the ~~was~~Company noimplemented ~~expense~~a ~~associated~~1 ~~with~~for ~~this~~100 ~~note.~~reverse ~~During~~split ~~the~~of ~~year~~its ~~ended~~outstanding ~~September~~common ~~30,~~stock ~~2020,~~(the ~~$3,564~~“Reverse ofSplit”). ~~regular~~All ~~interest,~~issuances ~~$9,400~~for ofservices ~~original~~are ~~issue~~valued ~~discount~~at ~~and~~market ~~$50,000~~price ofon ~~derivative~~the ~~liability~~approximate ~~discount~~date ~~was~~of ~~expensed~~service unless otherwise noted.

~~Between~~During ~~May~~the ~~2020~~three-month ~~and~~period ~~June~~ended ~~2020~~December 31, 2019, the ~~investor~~Company ~~converted~~authorized ~~the~~for ~~outstanding~~issuance ~~principal~~66,666 shares of ~~$59,400~~common ~~and~~stock ~~accrued~~valued ~~interest~~at of $32,~~564~~158 ~~into~~for investor ~~639~~relations,~~021~~ ofthese ~~post-split~~ are disclosed on the balance sheet as shares ofto ~~common~~be ~~stock~~issued.

On ~~or about~~ December 205, 2019, the Company issued a7,819 ~~convertible~~shares ~~promissory~~of ~~note~~common tostock ~~an institutional investor~~ for the ~~principal~~conversion ~~sum~~of principal of $337,~~333, together~~000 ~~with~~and accrued interest ~~at the rate~~ of ~~10%~~$460 at ~~per annum with~~ a ~~maturity~~conversion ~~date~~price of ~~February 13, 2020~~$0.009541.

During the ~~year~~three-month period ended ~~September~~March 3031, ~~2021~~2020, ~~there~~the ~~was~~Company noissued ~~expense~~5,000 ~~associated~~shares ~~with~~of ~~this~~stock ~~note.~~for ~~During~~services ~~the~~and ~~year~~recorded ~~ended~~an ~~September~~additional 305,000 ~~2020,~~shares as “to be issued” for a total value of $1540,~~667~~ 000; 130,094 shares of ~~regular~~common stock for the conversion of principal of $68,287, accrued interest of $13,342 and financing fees of $331,~~333~~750; 43,750 shares of ~~original~~common ~~issue~~stock ~~discount~~for ~~and~~the $0conversion of ~~derivative~~50 ~~liability~~shares ~~discount~~of ~~was~~Series ~~expensed.~~F Preferred Stock

During the three-month period ended June 30, 2020, the Company ~~paid~~issued ~~this~~8,970,724 ~~note~~shares inof ~~full.~~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

OnDuring orthe ~~about~~three-month ~~January~~period 17ended September 30, 2020, the Company issued a2,267,183 ~~convertible~~shares ~~promissory~~of ~~note~~common tostock ~~an institutional investor~~ for the ~~principal~~conversion ~~sum~~ of convertible debt valued at $50203,~~000~~180; 3, ~~together~~395,000 ~~with~~shares ~~interest~~of atcommon ~~the~~stock ~~rate~~for conversion of ~~10%~~preferred ~~per~~stock ~~annum~~(see ~~with~~above); aand ~~maturity~~10,000 ~~date~~shares of ~~October~~common stock 11for services that had previously been recorded as “stock to be issued” Additionally, ~~2020~~750,000 shares were recorded as stock to be issued for services in the amount of $255,000.

During the ~~year~~three-month period ended ~~September~~December 3031, ~~2021~~2020, $4the Company issued 5,~~375~~276,643 shares of ~~regular~~common ~~interest~~stock ~~and~~for the conversion of convertible debt valued at $2321,~~052~~015; 164,155 shares of ~~derivative~~common ~~liability~~stock ~~discount~~for ~~was~~the ~~expensed~~issuance of convertible debt valued at $32,688. ~~During~~The ~~the~~$32,688 ~~year~~was recorded ~~ended~~as ~~September~~debt ~~30,~~discount ~~2020~~and will be amortized over the life of the notes; 20,000 shares of common stock for financing fees valued at $34,~~521~~340; 2,881,250 for the conversion of ~~regular~~preferred ~~interest~~stock (see above); and ~~$47~~2,~~948~~199,073 for conversion of ~~derivative~~warrants. ~~liability~~Additionally, ~~discount~~230,659 ~~was~~shares ~~expensed~~of common stock were authorized for issuance valued at $45,050, the shares are disclosed in “to be issued”.

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.F-16

~~During the~~Table ~~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.~~Contents

~~Between~~During ~~July~~the ~~2020~~three-month ~~and~~period ~~August~~ended ~~2020~~March 31, 2021, the ~~investor~~Company ~~converted~~issued ~~the~~2,004,361 ~~outstanding~~shares ~~principal~~of common stock for the conversion of convertible debt valued at $~~115~~105,000 and ~~accrued~~50,318 ~~interest~~for ofa ~~$4,877~~commitment ofshare ~~accrued~~adjustment ~~interest into~~related ~~832,129~~to ofconvertible ~~post-split~~debt ~~shares~~valued ofat ~~common stock.~~$11,020

FDuring the three-17month 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)

~~Table~~During the three-month period ended September 30, 2021, the Company issued 7,839,902 shares of ~~Contents~~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.)

OnDuring orthe ~~about~~three-month ~~March~~period 3ended December 31, ~~2020~~2021, the Company issued a3,100,000 ~~convertible~~shares ~~promissory~~of ~~note~~common tostock anfor ~~institutional~~conversion ~~investor~~of ~~for~~preferred ~~the~~shares; 2,962,500 ~~principal~~shares ~~sum~~for conversion of ~~$112~~warrants and 3,~~750~~200, ~~together~~000 ~~with~~shares ~~interest~~of atcommon ~~the~~stock ~~rate~~for ofconversion ~~12%~~reserved ~~per~~preferred ~~annum,~~shares ~~and~~for adebt ~~default~~due to ~~interest~~preferred ~~amount~~shareholders. of(See ~~24%~~above.) Additionally, ~~with~~the aCompany ~~maturity~~issued ~~date~~2,000,000 shares of ~~January~~common ~~11,~~stock ~~2021~~for services valued at $200,000.

OnDuring ~~September~~the 15three-month period ended March 31, ~~2020~~2022, the ~~investor~~Company ~~converted~~issued ~~$55,193~~a total of ~~principal and $7~~38,~~228~~773,121 shares of ~~accrued~~common ~~interest~~stock ~~into~~related ~~917~~to convertible debt,~~395~~ financing fees, retirement of ~~post-split~~derivative ~~shares~~liability and conversion of ~~common~~ preferred stock.

During the three-month period ended ~~December~~June 3130, ~~2020~~2022, the ~~investor~~Company ~~converted~~issued ~~the~~a ~~remaining~~total ~~principal~~ of ~~$57~~26,~~557~~772,211 ~~$670~~shares of ~~accrued~~common ~~interest~~stock ~~and~~related ~~$1,500~~to inconvertible debt, financing ~~fee~~fees, ~~into~~issuance ~~1,203,822~~of ~~shares~~warrants and conversion of ~~common~~preferred stock.

During the ~~year~~three-month period ended September 30, ~~2021~~2022, ~~$244~~the ofCompany ~~regular~~issued ~~interest,~~a ~~$18,971~~total of ~~original issue discount and $28~~26,~~600~~266,934 shares of ~~derivative~~common ~~liability~~stock ~~discount was~~related ~~expensed.~~to ~~During the year ended September 30~~convertible debt, ~~2020,~~financing $7fees,~~654~~ ~~of regular interest~~services, ~~$25,993 of original issue discount~~ and ~~$39,186~~conversion of ~~derivative~~ ~~liability~~preferred ~~discount was expensed.~~stock

OnDuring orthe ~~about~~three-month ~~April~~period 1ended December 31, ~~2020~~2022, the Company issued a ~~convertible~~total ~~promissory note to an institutional investor for the principal sum~~ of ~~$57~~5,~~750~~000, ~~together~~000 ~~with~~shares ~~interest~~of atcommon ~~the~~stock ~~rate~~related ofto 8%convertible debt, ~~per~~financing ~~annum~~fees, ~~and a default interest amount of 24%~~services, ~~with~~and aconversion ~~maturity date~~ of ~~March~~preferred ~~31, 2021.~~stock

~~During~~The ~~the~~following ~~year~~warrants ~~ended~~were ~~September~~outstanding ~~30,~~at ~~2020,~~December $231,~~904~~ ~~of regular interest, $7,750 of original issue discount and $50,000 of derivative liability discount was expensed.~~2022:

~~During the~~SUMMARY ~~period~~OF ~~ended~~WARRANTS ~~September 30, 2020, the Company paid this note in full.~~OUTSTANDING

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.

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

~~F-18~~* 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.

~~Table of Contents~~F-17

~~During the~~Table ~~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.Contents

OnThe ~~December~~following ~~11,~~warrants ~~2020~~were ~~the investor converted the~~ outstanding ~~principal~~at ofDecember ~~$75~~31,~~000~~ ~~and $4,512 of accrued interest into 806,413 shares of common stock.~~2021:

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

Warrant Type	Warrants Issued and Unexercised		Exercise Price		Expiration Date
Warrants		10,000	$	5.00	December 2021
Warrants		5,000	$	10.00	December 2021
Warrants*		1,666,667	$	0.02	December 2024
Warrants*		2,918,750	$	7.00	March 2025
Warrants*		2,918,750	$	0.40	June 2025
Warrants*		1,249,995	$	0.60	July 2023
Warrants*		625,000	$	0.40	June 2025

~~During the~~* ~~year~~Each ~~ended~~of ~~September~~these ~~30,~~warrants ~~2021,~~have ~~$7,314~~a ofdown ~~regular~~round ~~interest,~~feature ~~$20,384~~that ofhave ~~original~~been ~~issue~~triggered ~~discount~~by ~~and~~certain ~~$129,066~~events ofresulting ~~derivative~~in ~~liability discount~~recognition ~~was~~of ~~expensed~~the down round. ~~During~~The accounting recognition of the ~~year~~triggered ~~ended~~down ~~September~~round 30features, ~~2020,~~which ~~$5,642~~have ofthe ~~regular~~same ~~interest,~~accounting $9effect as a “dividend”,~~616~~ ofhas ~~original~~a ~~issue~~cumulatively ~~discount~~reduced ~~and~~retained earnings by $601,~~904 of~~575,068 ~~derivative~~and ~~liability~~increased ~~discount~~the ~~was~~outstanding ~~expensed~~number of warrants.

~~During~~NOTE ~~the~~7 ~~year~~– ~~ended~~RELATED ~~September~~PARTY 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.TRANSACTIONS

OnDuring orthe ~~about~~year ~~June~~ended 8,September ~~2020~~30, 2016 the Company issued a ~~convertible promissory~~ note payable to ana ~~institutional~~family ~~investor~~member ~~for~~of ~~the~~a ~~principal~~former ~~sum~~officer in the amount of $4415,000,. ~~together~~$3,000 ~~with~~was converted to 300,000 shares of common stock and $5,000 was repaid in cash. The note bears interest at ~~the~~a rate of 810% ~~per~~beginning on ~~annum~~July 24, ~~and~~2016, athe ~~default~~balance of principal and interest ~~amount~~at ofDecember ~~24%~~31, ~~with~~2021 aand ~~maturity~~2020 ~~date~~was of$12,095 ~~June~~and 10$11,045, ~~2021~~respectively.

During the year ended September 30, ~~2021,~~2017 ~~$1,897~~the ofCompany ~~regular~~issued ~~interest,~~two ~~$4,126~~notes ofpayable ~~original~~to ~~issue~~Premium ~~discount~~Exploration Mining in the amount of $35,000 and $2615,~~132~~000 each ofhaving ~~derivative~~an ~~liability discount~~interest ~~was~~rate ~~expensed.~~of ~~During~~5%, the ~~year~~balance ~~ended~~of ~~September~~principal 30and interest at December 31, 2021 and 2020, was $170,~~115~~399 ofand ~~regular interest~~$65,235, $1respectively,~~874~~ the ofcompanies ~~original~~had ~~issue~~directors ~~discount~~in ~~and~~common ~~$11,868 of~~at ~~derivative~~the ~~liability~~time ~~discount~~of ~~was~~the ~~expensed~~transaction.

OnNOTE ~~April~~8 ~~13,2021,~~– ~~the~~INCOME ~~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.~~TAXES

OnTopic or740 ~~about~~in ~~June~~the ~~10,~~Accounting ~~2020,~~Standards Codification (ASC 740) prescribes recognition threshold and measurement attribute for the ~~Company~~financial ~~issued~~statement recognition and measurement of a ~~convertible~~tax ~~promissory~~position ~~note~~taken or expected to anbe ~~institutional~~taken ~~investor~~in ~~for~~a ~~the~~tax ~~principal~~return. ~~sum~~ASC of740 ~~$44~~also provides guidance on de-recognition,~~000,~~ ~~together~~classification, ~~with~~ interest atand ~~the~~penalties, ~~rate~~accounting ofin 8%interim ~~per annum~~periods, disclosure and atransition. ~~default~~At ~~interest~~September ~~amount~~30, of2018 ~~24%,~~the ~~with~~Company ahad taken ~~maturity~~no ~~date~~tax ofpositions ~~June~~that ~~10,~~would ~~2021~~require disclosure under ASC 740.

~~F-19~~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.

~~Table~~NOTE 9 of– ~~Contents~~SUBSEQUENT EVENTS

~~During~~On ~~the~~or ~~year~~about ~~ended~~March ~~September 30~~18, ~~2021~~2023, ~~$660~~the ofCompany’s ~~regular~~wholly-owned ~~interest~~subsidiary, $4NuAxess 2,~~136~~ ofInc. ~~original~~initiated ~~issue~~an ~~discount~~action ~~and~~in ~~$26,196~~the ofEastern ~~derivative~~District ~~liability discount~~of ~~was~~New ~~expensed.~~York ~~During~~entitled ~~the~~NuAxess ~~year~~2, ~~ended~~Inc. ~~September~~v ~~30,~~Adler ~~2020~~Windows, $1Inc.,~~115~~ ofCivil ~~regular~~Action ~~interest,~~No. $1~~,864~~:23-cv-1872 ofseeking ~~original~~damages ~~issue~~for ~~discount~~breach of contract and ~~$11,804~~related ~~of derivative~~damages. ~~liability~~The ~~discount~~action ~~was~~is ~~expensed~~pending defendants’ response to the Complaint.

On ~~December~~or 16about April 1, ~~2020~~2023, the ~~investor~~Company ~~converted~~initiated ~~the~~an ~~outstanding~~arbitration ~~principal~~proceeding ofentitled ~~$44~~Quad M Solutions,~~000~~ ~~and~~Inc., $1Nuaxess 2,~~774~~ ofInc. ~~accrued~~and ~~interest~~Joseph Frontiere ~~into~~v. ~~462~~TVT 2.0 LLC and Andrew Fellus,~~368~~ ~~shares~~seeking ofdamages ~~common~~based on fraud and RICO claims. The action is pending Respondents’ ~~stock~~response to the demand for arbitration.

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.F-18

~~During the~~Table ~~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.~~Contents

OnITEM ~~April~~9. ~~13,2021,~~CHANGES ~~the~~AND ~~Company~~DISAGREEMENTS ~~paid~~WITH ~~$94,180~~ACCOUNTANTS inON ~~principle,~~ACCOUNTING ~~$16,483~~AND inFINANCIAL ~~accrued interest and $4,337 as a prepayment penalty in the total amount of $115,000 to fully extinguish the note.~~DISCLOSURE

OnNone. orReference ~~about~~is ~~July~~made ~~6, 2020,~~ the Company’s ~~issued~~Forms a8-K ~~convertible~~filed ~~promissory~~on ~~note~~December to6, an2021 ~~institutional~~with ~~investor~~respect ~~for the principal sum of up~~ to ~~$150,000, together with interest at~~ the ~~rate~~appointment of ~~10%~~our ~~per~~independent ~~annum~~auditors, ~~the first twelve months being guaranteed, and a default interest amount of 15%,~~ ~~with~~Hudgens aCPA ~~maturity date of twelve months from the effective date of each tranche~~PLLC.

~~F-20~~ITEM 9A. CONTROLS AND PROCEDURES

~~Table~~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 ~~Contents~~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.

~~During~~Changes ~~the~~in ~~year~~Internal 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.Control

OnWe ~~April~~have ~~13,2021,~~also ~~the~~evaluated ~~Company~~our ~~paid~~internal ~~$50,000~~control inover ~~principle,~~financial $3reporting,~~904~~ inand ~~accrued~~there ~~interest~~have ~~and~~been ~~$28,596~~no assignificant achanges ~~prepayment~~in ~~penalty~~our internal controls or in ~~the~~other ~~total~~factors ~~amount of~~that ~~$82,500~~could tosignificantly ~~fully~~affect ~~extinguish~~those ~~the~~controls ~~note~~as of September 30, 2021.

OnLimitations oron ~~about August 28, 2020,~~ the ~~Company~~Effectiveness ~~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.~~Controls

~~During~~Our ~~the~~management, ~~year~~including ~~ended~~our ~~September 30~~CEO, ~~2021~~does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, $5no matter how well conceived and operated,~~017~~ ofcan ~~regular~~provide ~~interest~~only reasonable, ~~$27~~not absolute,~~849~~ assurance that the objectives of ~~original~~the ~~issue~~control ~~discount~~system ~~and~~are ~~$72~~met. Further,~~179~~ inthe ~~derivative~~design ~~liability~~of a control system must reflect the fact that there are resource constraints, and ~~discount~~the ~~was~~benefits ~~expensed~~of controls must be considered relative to their costs. ~~During~~Because of the ~~year~~inherent ~~ended~~limitations ~~September~~in ~~30,~~all ~~2020,~~control $1systems,~~008~~ no evaluation of ~~regular~~controls ~~interest~~can provide absolute assurance that all control issues and instances of fraud, $2if any,~~776~~ ofwithin ~~original~~the ~~issue~~Company ~~discount~~have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and $7that breakdowns can occur because of a simple error or mistake. Additionally,~~196~~ controls can be circumvented by the individual acts of some persons, by collusion of two inor ~~derivative~~more ~~liability~~people, ~~discount~~or ~~was~~by ~~expensed~~management or board override of the control.

OnThe ~~March~~design 2,of ~~2021,~~any system of controls also is based in part upon certain assumptions about the ~~investor~~likelihood ~~converted~~of 80future events,~~000~~ and there can be no assurance that any design will succeed in ~~principle~~achieving ~~into~~its 2stated goals under all potential future conditions; over time,~~018~~ controls may become inadequate because of changes in conditions,~~750~~ ~~shares~~or the degree of ~~common~~compliance ~~stock~~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.

OnCEO/CFO ~~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.~~Certifications

OnAppearing orimmediately ~~about~~following ~~April~~the 1,Signatures ~~2020,~~section ~~the~~of ~~Company~~this ~~issued~~report athere ~~promissory~~are ~~note~~Certifications toof anthe ~~institutional~~CEO, ~~investor~~who ~~for~~also ~~the~~serves ~~principal~~as ~~sum~~interim ofCFO. ~~$150,000, together~~The Certifications are required in accordance with ~~interest~~Section at302 of the ~~rate~~Sarbanes-Oxley Act of 12002 (the Section 302 Certifications).5% ~~per~~This ~~month~~Item of this report, ~~subject~~which toyou aare ~~fixed~~currently ~~minimum~~reading ofis ~~$2,250~~the ~~per~~information ~~month.~~concerning ~~The~~the ~~lender~~Evaluation ~~was~~referred ~~also~~to ~~granted~~in 4%the ofSection ~~collections~~302 Certifications ~~received~~and bythis ~~the~~information ~~Company,~~should ~~from~~be ~~which~~read ~~interest~~in ~~would~~conjunction bewith ~~paid~~the ~~first~~Section ~~and~~302 ~~any~~Certifications ~~remaining~~for ~~amount~~a ~~would~~more becomplete ~~applied~~understanding toof the ~~outstanding principal~~topics presented.

OnManagement’s orAnnual ~~about~~Report ~~June~~on 1,Internal ~~2020~~Control ~~the~~over ~~above~~Financial ~~promissory note was amended to increase the outstanding principal to $300,000, and the fixed minimum was increased to $4,500.~~Reporting

OnOur ormanagement ~~about~~is ~~September~~responsible ~~21,~~for ~~2020,~~establishing ~~the above promissory note was amended, restated~~ and ~~consolidated~~maintaining ~~into~~adequate ainternal ~~convertible~~control ~~debt~~over ~~note~~financial ~~in the amount of $600~~reporting,~~000,~~ ~~with~~as adefined ~~maturity~~in ~~date~~Rules ~~of March 31, 2022. On the first day of each month a fixed minimum interest payment of $9000 is due.~~13a-15(f) ~~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~~15d-15(f) ~~principal amount~~under of the ~~Note~~Exchange ~~into fully paid and non-assessable shares of Common Stock at $0~~Act.~~30 per share.~~

~~During~~The ~~the~~management ~~year~~of ~~ended~~the ~~September~~Company ~~30,~~assessed ~~2021,~~the ~~$57,300~~effectiveness of ~~regular~~the ~~interest~~Company’s ~~and~~internal ~~$148,551~~control over financial reporting based on the criteria for effective internal control over financial reporting established in ~~derivative~~SEC ~~liability~~guidance ~~discount~~on ~~was~~conducting ~~expensed~~such assessments. ~~During~~Based ~~the~~on this assessment, management determined that, during the fiscal year ended September 30, ~~2020~~2021, ~~$4,500~~our ofinternal ~~regular~~controls ~~interest~~ and ~~$1,436~~procedures require improvement due to deficiencies in ~~derivative~~the ~~liability~~design ~~discount~~or ~~was~~operation ~~expensed.~~of ~~There~~the ~~was~~Company’s nointernal ~~corresponding expense~~controls. ~~during~~Management identified the ~~year~~following ~~ended~~areas ~~September~~of improvement ~~30,~~in ~~2019.~~internal controls over financial reporting:

On1. orThe ~~about~~Company ~~April~~did 9,not ~~2021,~~have ~~this~~a ~~note~~written ~~was~~internal ~~conglomerated~~control ~~with~~procedurals ~~other~~manual ~~notes~~which ~~payable~~outlines ~~into~~the aduties ~~new~~and ~~non-convertible~~reporting ~~note~~requirements ~~payable~~of the Directors and any staff to be hired in the future. ~~See~~This ~~Note~~lack 5of a written internal control procedurals manual does not meet the requirements of the SEC or good internal controls.

On2. orThe ~~about October 21, 2020, the~~ Company ~~issued~~should aimprove ~~convertible~~maintenance ~~promissory~~and ~~note~~access to ana ~~institutional~~centralized ~~investor~~location for ~~the~~current ~~principal~~and ~~sum~~historical ofbusiness ~~$55,000, together with interest at the rate of 10% per annum, with a maturity date of June 16, 2021~~records.

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, 2020.13

~~On April~~Table ~~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.~~Contents

OnManagement orbelieves ~~about~~that ~~October~~areas ~~22,~~of ~~2020,~~improvement ~~the~~set ~~Company~~forth ~~issued~~in aitems ~~convertible~~1 ~~promissory~~and ~~note~~2 toabove andid ~~institutional~~not ~~investor~~have ~~for~~an ~~the~~effect ~~principal~~on ~~sum~~the ofCompany’s ~~$55,000,~~financial results. ~~together~~The ~~with~~Company ~~interest~~and atits management will endeavor to correct the ~~rate~~above ofnoted ~~12%~~weaknesses ~~per~~in ~~annum,~~internal ~~with~~controls aonce ~~maturity~~it ~~date~~has ofadequate ~~October~~funds ~~21,~~to do ~~2021~~so.

~~During~~Management ~~the~~will ~~year~~continue ~~ended~~to ~~September~~monitor ~~30,~~and ~~2021,~~evaluate ~~$3,110~~the effectiveness of ~~regular~~the ~~interest,~~Company’s ~~$8,500~~internal ofcontrols ~~original~~and ~~issue~~procedures ~~discount~~ and ~~$46,500~~its ofinternal ~~derivative liability~~controls ~~discount~~over ~~was~~financial ~~expensed.~~reporting ~~There~~on ~~was~~an noongoing ~~corresponding~~basis ~~expense~~and ~~during~~are ~~the~~committed ~~year~~to ~~ended~~taking ~~September~~further 30action and implementing additional enhancements or improvements, as ~~2020~~necessary and as funds allow.

OnITEM ~~April~~9B. ~~13,2021,~~OTHER ~~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.~~INFORMATION

~~F-21~~None.

~~Table~~ITEM 10. ofDIRECTORS, ~~Contents~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OnOur orexecutive ~~about~~officer ~~November~~is ~~10,~~Joseph ~~2020~~Frontiere, ~~the~~Interim ~~Company~~CEO ~~issued~~and aChairman ~~convertible~~and ~~promissory~~Interim ~~note~~CFO. toMr. anFrontiere ~~institutional~~devotes ~~investor~~50% ~~for the principal sum~~ of ~~$116,600, together~~his ~~with~~time ~~interest~~to at the ~~rate~~ affairs of ~~10%~~the ~~per annum, with a maturity date of August 10, 2021~~Company.

~~During~~The ~~the~~executive ~~year~~officer ~~ended~~and ~~September~~directors ~~30,~~of ~~2021,~~the ~~$28,711~~Company ofare ~~regular~~listed ~~interest,~~below. ~~$38,289~~Directors ofare ~~original~~elected ~~issue~~to ~~discount~~hold ~~and~~offices ~~$78,311~~for ofa ~~derivative~~three-year ~~liability~~term or until ~~discount~~their ~~was~~successors ~~expensed.~~are ~~There~~elected ~~was~~or noappointed ~~corresponding~~and ~~expense~~qualified. ~~during~~Officers are appointed by the ~~year~~board ~~ended~~of ~~September~~directors 30until a successor is elected and qualified or until resignation, ~~2020~~removal or death.

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.

Name	Age	Position and Tenure
Joseph Frontiere	32	Chairman of the Board, Chief Executive Officer and Interim CFO
Derrick Chambers	44	Director
Douglas Cole	67	Director

~~NOTE~~Joseph 5Frontiere, –age ~~NOTE~~32, ~~PAYABLE~~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.

OnDouglas ~~April 9~~Cole, ~~2021~~age 67, ~~the~~Director: ~~Company~~For ~~entered~~more ~~into~~than athe ~~Master~~past ~~Senior~~five ~~Loan~~years, ~~Agreement~~Mr. ~~(“MSLA”)~~Cole ~~with~~has ~~BeachStar~~served ~~Partners, LLC~~ as ~~Lender~~Chairman and ~~Administrative~~ ~~Agent.~~CEO ~~Pursuant to the MSLA, the Company borrowed the initial sum~~ of ~~$4,200,000,~~American ~~which~~Battery ~~sum~~Metals ~~has been received by the Company~~Corporation in(OTCQB: ~~full~~ABML). AMr. ~~Promissory~~Cole ~~was~~has ~~issued~~been ~~at closing, the Note bears interest at 18% per annum based on~~ a ~~360-day~~Director ~~year~~of ~~and~~eWellness isHealthcare ~~due~~Corporation ~~eighteen~~(OTC: ~~months from~~EWLL) ~~the~~since ~~funding~~May ~~day~~2014. ~~The Company pays interest monthly in the amount greater of $63,000 or 4% of the collections received by the Company~~Mr. ~~The~~ ~~Company~~Cole has ~~authorized~~also ~~the~~been ~~lender~~a Partner ~~to apply the portion~~ of ~~each~~Objective ~~collections~~Equity ~~payment~~LLC ~~that~~since ~~exceeds~~2005, ~~the~~a ~~monthly~~boutique ~~interest~~investment ~~amount~~bank tofocused ~~future monthly~~on ~~interest amount scheduled through~~ the ~~maturity~~high ~~date~~technology, atdata ~~which~~analytics ~~time~~and ~~such excess payments shall be applied to~~ the ~~principle of~~mining ~~the~~sector. ~~loan~~Douglas ~~The~~Cole ~~MSLA~~has isbeen ~~not~~served ~~convertible~~as ~~to the Company’s stock unless in the event of~~ a ~~material~~senior ~~uncured~~executive ~~default~~ of ~~the~~multiple ~~MSLA.~~public ~~The MSLA~~companies ~~further~~during ~~provides~~his ~~for~~extensive ~~additional~~business ~~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~~career. ~~During the year ended September 31, 2021, the Company had paid $334,247 in interest.~~

~~NOTE~~Douglas 6Cole –received ~~INVESTMENTS~~an undergraduate degree from the University of California, Berkeley.

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.14

~~As of~~Table ~~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.Contents

FDerrick Chambers, age 43, 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-22Athletic fellow at Princeton. The academic-athletic fellows are made up of faculty and administrators who mentor student athletes at Princeton.

~~Table~~As a member of ~~Contents~~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.

~~NOTE~~(a) 7Director ~~– COMMON STOCK AND PREFERRED STOCK~~Compensation

~~Upon~~Prior ~~formation~~to the ~~authorized~~change ~~capital of the Company was 2,000,000 shares of common stock with a par value of $.05,~~ in ~~1953~~control ~~the~~transaction ~~Company increased the authorized capital to 3,000,000 shares of common stock,~~ in ~~1985~~April ~~the authorized capital was again increased to 10~~2019,~~000,000~~ ~~shares of common stock, and in 2014~~ the Company ~~increased~~compensated ~~the~~directors ~~authorized~~The ~~capital~~Company tono ~~100,000,000~~longer ~~shares~~has ~~of common stock with~~ a ~~par~~director ~~value of $.001~~compensation ~~and 10,000,000 shares of preferred stock with a par value of $~~program.~~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~~The ~~Stock~~Company, in the future, may also adopt a director compensation plan but, at present, there is no plan nor is any plan contemplated.

~~Series~~(b) BIdentification ~~Super~~of ~~Voting~~Certain ~~Preferred~~Significant ~~Stock~~Employees and Consultants

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 $0None.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) CFamily ~~and Series D Convertible Preferred Stock~~Relationships.

OnNot 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 $0applicable.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~~(d) ~~the~~Involvement ~~year~~in ~~ended~~Certain ~~September~~Legal ~~30, 2020, a total of 2,080 shares of the Series C Preferred Stock were converted into 950,000 shares of common stock~~Proceedings.

~~During~~None ~~the~~of ~~quarter~~our ~~ended~~executive ~~December~~officers ~~31,~~or ~~2020,~~directors ~~3,275~~has ~~shares~~been ofinvolved ~~Series~~in Cany ~~Preferred~~of ~~Stock~~the ~~were~~following ~~converted~~events ~~into~~during ~~2,000,000~~the ~~shares~~past often ~~common stock.~~years:

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.

	(1)	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	(2)	any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and minor offenses);

	(3)	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

	(4)	being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law;

	(5)	being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	(6)	being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section (1)(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

~~The~~Description ~~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.Securities

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.General

~~During~~The ~~the~~following ~~quarter~~description ~~ended~~of ~~September~~our ~~30,~~capital ~~2021,~~stock ~~4,712~~and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the ~~reserved~~certificate ~~Series~~of Dincorporation ~~Preferred~~and ~~shares~~the ~~were~~bylaws ~~converted~~that ~~into~~will 2be in effect on the closing of this registration. Copies of these documents have been filed with the SEC as exhibits to our Annual Report,~~800,000~~ ~~shares~~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.

~~F-23~~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 of December 31, 2022, we had 174,823,440 shares of common stock issued and outstanding. Included below is a summary description of our capital stock.

~~Table of Contents~~Common Stock

~~Series~~The Eholders ~~Convertible~~of ~~Preferred~~the ~~Stock~~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.

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.15

~~On April~~Table ~~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.~~Contents

~~During~~Our ~~the~~Board ~~quarter~~of ~~ended~~Directors ~~March 31~~may, ~~2021~~without shareholder approval, aestablish ~~total~~and issue shares of 1one or more classes or series of common stock having the designations,~~365~~ ~~shares~~number of ~~Series~~shares, Edividend ~~Convertible~~rates, ~~Preferred~~liquidation ~~stock~~preferences, ~~were~~redemption ~~converted~~provisions, ~~into~~sinking 2fund provisions,~~150~~ conversion rights,~~000~~ ~~shares~~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.

~~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.~~

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 FVoting 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 Inc. and Sunlight Financial, LLC, 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 (“Draper”), and Carriage House Capital, Inc., a Delaware corporation (“Carriage House”), 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, which was effective on April. 16, 2019, 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. Pat Dileo to Mr. Joseph Frontiere, the Company’s new CEO, interim CEO and Chairman upon the resignation of Mr. Dileo as the Company’s CEO and from the Board of Directors.

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.Warrants

~~During~~The warrants issued by the ~~period~~Company ~~ended~~are ~~March~~common ~~31,~~stock ~~2020~~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, 50subject 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 ~~Series~~common Fstock ~~Preferred~~underlying ~~Stock~~the ~~were~~warrants ~~converted~~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 43common stock,~~750~~ ~~shares~~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.

~~During~~Election ~~the~~and ~~period~~Removal ~~ended June 30, 2020, 11,870 shares~~ of ~~Series F Preferred Stock were converted into 3,217,500 shares of common stock.~~Directors

~~During~~Each ~~the~~of ~~period~~our ~~ended~~directors ~~September~~serves ~~30,~~for ~~2020,~~a ~~5,430~~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 ~~outstanding~~successors ~~shares~~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 ~~Series~~our Fshareholders ~~Preferred~~upon ~~Stock~~a ~~were~~vote ~~converted~~of ~~into~~two-thirds ~~1,420,000~~of the outstanding shares of stock entitled to vote for directors. Holders of our common stock vote together for directors.

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

~~13%~~Our ~~Series~~Bylaws Gprovide ~~Cumulative~~that ~~Redeemable~~special ~~Perpetual~~meetings ~~Preferred~~of ~~Stock~~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.

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.16

~~Series M~~Table ~~Convertible~~of ~~Preferred Stock~~Contents

OnRule 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.144

OnIn ~~May~~general, 28under Rule 144 as currently in effect, ~~2020~~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 ~~Company’s~~manner of ~~Board~~sale, volume limitation, or notice provisions of ~~Directors~~Rule ~~approved~~144, subject to compliance with the ~~execution~~public information requirements of ~~consulting~~Rule 144. ~~services~~To ~~agreements~~be ~~with~~an ~~six~~eligible ~~unrelated~~stockholder ~~persons/entities~~under Rule 144, ~~none~~ ofsuch ~~whom~~stockholder ~~were~~must not be deemed to have been one of our affiliates for purposes of the ~~Company,~~Securities ~~pursuant~~Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to ~~which~~be sold for at least six months, including the ~~Company~~holding ~~agreed~~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 ~~issuance~~holding period of 11any prior owner other than our affiliates,~~500~~ then such person is entitled to sell such shares without complying with any of athe ~~Series~~requirements Mof ~~Convertible~~Rule 144, subject to the expiration of ~~Preferred~~the ~~Stock~~lock-up agreements described below.

~~F-24~~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.

~~Table of Contents~~Director Independence

~~During~~The ~~the quarter ended September 30, 2020, the~~ Company ~~issued~~has ~~11,500~~three ~~shares~~independent ofdirectors: ~~Series~~Derrick ~~M Preferred Shares to consultants for services valued at $691~~Chambers,~~214.~~ ~~One~~Douglas ~~shareholder~~Cole ~~converted~~and ~~1,500~~Robert ~~shares into 75,000 shares of common stock~~Liscouski.

~~During~~Code ~~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”.~~Ethics

~~During~~The ~~the~~Company ~~quarter~~adopted ~~ended~~a ~~March~~Code 31of Business Conduct and Ethics that specifically addresses, ~~2021~~among other things, apotential ~~total~~conflicts of 6interest among employees,~~000~~ ~~shares~~officers and directors. A copy of ~~Series~~the MCode ~~Convertible~~of ~~Preferred~~Business ~~stock~~Conduct ~~were~~and ~~converted~~Ethics ~~into~~will ~~300~~be provided to any person,~~000~~ ~~shares~~without charge, ofupon ~~common~~written ~~stock~~request sent by email to Pat Dileo, Chairman (pdileo@nuaxess.com).

~~During~~ITEM ~~the~~11. ~~quarter~~EXECUTIVE ~~ended June 30, 2021, there was no activity.~~COMPENSATION

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

~~Series~~The Afollowing ~~Convertible~~sets ~~Preferred~~forth ~~Stock~~the annual and long-term compensation for services in all capacities to the Company for the periods ended December 31, 2021 and 2020 paid to our present and former officers.

OnSummary ~~July~~Compensation 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.Table

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

Annual Compensation

Long Term Compensation

Name and Principal Position

Year

Salary ($)

Bonus ($)

Other Annual ($)

Restricted Stock Awards ($)

Securities Under-Lying Options/SARs (#)

LTIP Payouts($)

All Other Compensation($)

Joseph Frontiere CEO and Chairman and Interim CFO

2022

150,000

2021

150,000

~~During the quarter ended June 30, 2021, there was no activity.~~17

~~F-25~~Table of Contents

~~Table of Contents~~Warrant Grants

~~Series~~During Hthe ~~Convertible~~fiscal ~~Preferred~~years ~~Stock~~ended December 31, 2022 and 2021, the Company did not grant any warrants in compensation for executive position duties.

OnITEM 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 $012.10 ~~and~~SECURITY ~~stated~~OWNERSHIP ~~value~~OF ~~$10.~~CERTAIN ~~The shares~~BENEFICIAL ofOWNERS ~~Series~~AND HMANAGEMENT ~~Preferred~~AND ~~Stock~~RELATED ~~may~~SHAREHOLDER 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.MATTERS

~~During~~The ~~the~~following ~~quarter~~table ~~ended~~sets ~~March~~forth, 31as of January 8, ~~2021~~2023, acertain ~~total~~information regarding the ownership of ~~1,259~~voting ~~shares~~securities of ~~Series~~Mineral HMountain by ~~Convertible~~each ~~Preferred~~stockholder known to our management to be (i) the beneficial owner of more than 5% of our outstanding common stock, ~~were~~(ii) ~~converted~~our directors, ~~into~~(iii) ~~599~~our current executive officers named in the Summary Compensation Table,~~733~~ ~~shares~~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.

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

Name of Beneficial Owner	Common Stock Beneficially Owned ⁽¹⁾			Percentage of Common Stock Owned ⁽¹⁾

Joseph Frontiere, CEO and Chairman		110,892,887	(2)		51.00	%
1111 Belt Line Road, Suite 108E
Garland, Texas 75040

Derrick Chambers, Director		-0-			0	%
1111 Belt Line Road, Suite 108E
Garland, Texas 75040

Douglas Cole, Director		-0-			0	%
1111 Belt Line Road, Suite 108E
Garland, Texas 75040

Directors and Officer (4 persons)		110,892,887	(2)		51.00	%

7% Series O Cumulative Redeemable Perpetual Preferred Stock

(1)	Applicable percentage ownership is based on 217,437,033 shares of Common Stock outstanding as of April 14, 2023. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of December 31, 2022 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2)	Represents one (1) share of Series B Super Voting Preferred Stock, which is entitled to vote together with the holders of our Common Stock upon all matters that may be submitted to holders of our Common Stock for a vote, and on all such matters, the share of Series B Super 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. At April 13, 2022, the Record Date, the Series B Super Voting Preferred Stock was entitled to 110,892,887 votes, representing 51% of the 217,437,033 shares of Common Stock outstanding on such Record Date.

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.18

~~F-26~~Table of Contents

~~Table~~ITEM 13. ofCERTAIN ~~Contents~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

9%Related ~~Series~~Party ~~N Convertible Preferred Stock~~Transactions

OnAs ~~November~~a ~~20,~~smaller ~~2020~~reporting company, ~~the~~we ~~Company~~are ~~filed~~required ato ~~Certificates~~disclose ofcertain ~~Designation~~transactions ~~amending~~to ~~the~~which ~~Articles~~we ofare ~~Incorporation~~or ~~and~~will ~~the~~be ~~Certificates~~a ofparty ~~Designation of the rights~~ and ~~restrictions~~in ofwhich ~~100,000~~any ~~shares~~ of ~~Series N Convertible Preferred Stock with par value $0.10. Each shares of Series~~ Nour ~~Preferred~~directors, ~~Stock~~executive ~~may~~officers, ~~convert~~or ~~into~~holders ~~the Company’s outstanding shares~~ of ~~Common~~more ~~Stock~~than on5% ~~the date~~ of ~~closing~~our atcommon astock, ~~Variable~~or ~~Conversion Price~~any ~~which~~member ~~is equal to 65%~~ of the ~~average~~immediate family of the ~~lowest~~foregoing persons, ~~three~~had ~~Volume-Weighted~~or ~~Average~~will ~~Price~~have ~~for the Company’s Common Stock (representing~~ a ~~discount~~direct ~~rate~~or ofindirect ~~35%)~~material ~~during~~interest ~~the~~in ~~ten (10) Trading Days ending on~~ the ~~latest~~event ~~complete Trading Day prior to~~ the ~~Conversion~~amount ~~Date,~~of ~~provided the~~such ~~beneficial~~transaction ~~ownership~~exceeds of the ~~holder~~lesser of ~~Series~~$120,000 or ~~N Stock does not exceed 4.99~~1% of the ~~outstanding~~average ~~shares~~ of ~~the~~our ~~Company’s~~total ~~Common Stock~~assets ~~upon~~at ~~said~~year- ~~conversion~~end ~~and~~for ~~subject to~~ the ~~preference,~~last ~~rights,~~two ~~limitations,~~completed ~~qualifications~~fiscal ~~and~~years. ~~restrictions~~The average of ~~the~~our ~~Series~~2020 Nand ~~Convertible~~2021 year-end ~~Preferred~~assets ~~Stock~~multiplied asby ~~described~~1% inis ~~the~~less ~~Certificate~~than ~~of Designation~~$120,000. ~~The Series N Holders will not have any voting rights.~~

OnIn ~~November~~addition 27to the compensation arrangements with our directors and executive officers, ~~2020~~including those discussed in the ~~Company~~section ~~issued~~titled “Management ~~10,300~~and ofExecutive ~~Series~~Compensation,” Nthe ~~Preferred~~following ~~Stock~~is ~~for~~a ~~cash~~description of ~~$103,000~~each ~~and~~transaction ~~paid~~since $3December 31,~~000~~ in2022 ~~fees~~and each ~~related~~currently toproposed ~~the~~transaction ~~issuance.~~in which:

~~During~~ ● we have been or are to be a participant; ● the ~~quarter~~amount ~~ended~~involved ~~June~~exceeded ~~30,~~or ~~2021,~~exceeds the ~~Company~~lesser ~~paid~~of $~~136~~120,~~933~~000 toor ~~extinguish~~1% of the ~~Series~~average Nof ~~Convertible~~the ~~Preferred~~assets ~~Stock.~~of Athe ~~loss~~Company on ~~extinguishment was~~the ~~recorded~~last inday of the ~~amount~~two prior fiscal years; and ● any of ~~$33~~our directors,~~933~~ executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

~~The~~Recent ~~shares~~Sales of ~~Preferred~~Equity ~~Stock outstanding at September 30, 2021 and September 30, 2020~~Securities

~~SCHEDULE OF PREFERRED STOCK OUTSTANDING~~Other Transactions

	Period Ended
Preferred Stock Series	June 30, 2021		September 30,2020
A		1,901,318		1,901,318
B		1		1
C		385,070		397,919
D		315,287		400,000
E		-		-
F		-		3,400
H		3,741		5,000
M		13,000		10,000
N		-		-
Total		2,618,417		2,717,638

Not Applicable

~~F-27~~Investments

~~Table~~The Company does not have any investments as of ~~Contents~~the date of this Form 10-K for the fiscal year ended December 31, 2022.

~~Common~~Employment ~~Stock~~Agreements

OnThe ~~February~~Company ~~23,~~has ~~2020,~~not ~~the~~entered ~~Company~~into ~~implemented~~any awritten 1Employment ~~for~~Agreements ~~100~~as ~~reverse split~~ of ~~its outstanding common stock (~~the ~~“Reverse~~date ~~Split”). All~~of ~~issuances~~Form 10-K for ~~services are valued at market price on~~ the ~~approximate~~fiscal ~~date~~year ofended ~~service~~December ~~unless~~31, ~~otherwise noted~~2022.

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.19

~~On December~~Table ~~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.~~Contents

~~During~~Indemnification 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 StockAgreements

~~During~~Our ~~the~~amended ~~three-month~~and ~~period~~restated ~~ended~~bylaws ~~June~~will ~~30,~~provide ~~2020,~~that ~~the~~Mineral ~~Company~~Mountain ~~issued~~will ~~8,970,724~~indemnify ~~shares~~each of ~~common~~our ~~stock~~directors ~~for~~and ~~the~~officers ~~conversion~~to ofthe ~~convertible~~fullest ~~debt;~~extent ~~1,074,302~~permitted ~~shares~~under ofIdaho ~~common~~law. ~~stock~~Our ~~for~~amended ~~conversion~~and ofrestated ~~warrants;~~bylaws ~~3,217,500~~will ~~shares~~also provide our board of ~~common~~directors ~~stock~~with ~~for~~discretion ~~conversion~~to ofindemnify 11our employees and other agents when determined appropriate by the board. In addition,~~870~~ ~~shares~~we ofhave ~~Series~~entered into an indemnification agreement with Feach ~~Preferred~~of ~~Stock~~our directors and ~~200~~executive officers,~~000~~ ~~shares~~which ~~for~~requires ~~services~~us ~~valued~~to atindemnify ~~$77,500~~them.

~~During~~Policies 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~~Procedures ~~shares of common stock~~ for ~~services~~Transactions ~~that~~with ~~had~~Related ~~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.~~Persons

~~During~~The ~~the~~Company ~~three-month~~anticipates ~~period~~adopting ~~ended~~a ~~December~~policy 31that our executive officers, ~~2020~~directors, ~~the~~nominees ~~Company~~for ~~issued~~election 5as a director,~~276,643~~ ~~shares~~beneficial owners of more than 5% of any class of our common stock, ~~for~~and any members of the ~~conversion~~immediate family of ~~convertible~~any of the foregoing persons are not permitted ~~debt~~to ~~valued~~enter atinto ~~$321,015;~~a ~~164,155~~related ~~shares~~person oftransaction ~~common~~with ~~stock~~us ~~for~~without the ~~issuance~~approval or ratification of ~~convertible~~our ~~debt~~board ~~valued~~of atdirectors ~~$32,688~~or our audit committee. Any ~~The~~request ~~$32~~for us to enter into a transaction with an executive officer,~~688~~ ~~was~~director, ~~recorded~~ nominee for election as ~~debt~~a ~~discount~~director, ~~and~~beneficial ~~will~~owner of bemore ~~amortized~~than ~~over~~5% ~~the~~of ~~life~~any class of ~~the~~our ~~notes;~~common 20stock,~~000~~ ~~shares~~or any member of ~~common~~the ~~stock~~immediate ~~for~~family ~~financing~~of ~~fees~~any ~~valued~~of atthe $4foregoing persons,~~340;~~ in which the 2amount involved exceeds $50,~~881~~000 and such person would have a direct or indirect interest,~~250~~ ~~for~~must ~~the~~be ~~conversion~~presented to our board of ~~preferred~~directors or ~~stock~~our ~~(see~~audit ~~above);~~committee ~~and~~for 2review,~~199~~ consideration,~~073~~ ~~for~~and ~~conversion~~approval. ofIn ~~warrants.~~approving ~~Additionally,~~or ~~230~~rejecting any such proposal,~~659~~ ~~shares~~our board of directors or ~~common~~our ~~stock~~audit ~~were~~committee ~~authorized~~is ~~for~~to ~~issuance~~consider ~~valued~~the atmaterial ~~$45~~facts of the transaction,~~050,~~ including whether the ~~shares~~transaction ~~are~~is ~~disclosed~~on interms “no less favorable than terms generally available to bean ~~issued”~~unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

~~During~~Disclosure ~~the three-month period ended March 31, 2021, the Company issued 2,004,361 shares~~ of ~~common~~Commission ~~stock~~Position ~~for~~on ~~the~~Indemnification ~~conversion of convertible debt valued at $105,000 and 50,318~~ for aSecurities ~~commitment~~Act ~~share adjustment related to convertible debt valued at $11,020~~Liabilities

~~During~~Insofar ~~the~~as ~~three-month~~indemnification ~~period~~for ~~ended~~liabilities ~~June~~arising ~~30,~~under ~~2021,~~ the ~~Company~~Securities ~~issued~~Act ~~6,409,503~~of ~~shares~~1933 ofmay ~~common~~be ~~stock~~permitted ~~for~~to ~~the~~directors, ~~conversion~~officers ofor ~~convertible~~persons ~~debt~~controlling ~~valued~~the atregistrant ~~$309,750~~pursuant ~~and~~to 2the foregoing provisions,~~000,000~~ ~~shares~~the registrant has been informed that in the opinion of ~~common~~the ~~stock~~Securities and ~~1,000,000~~Exchange Commission ~~warrants~~such ~~for~~indemnification ~~the~~is ~~conversion~~against ofpublic ~~16,902~~policy ~~shares~~as ofexpressed ~~Series~~in Ethe ~~Preferred Stock.~~Act ~~(See~~and ~~above)~~is therefore unenforceable.

~~During~~ITEM ~~the~~14. ~~three-month~~PRINCIPAL ~~period~~ACCOUNTANT ~~ended~~FEES ~~September~~AND 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.)SERVICES

The ~~following~~Board ~~warrants~~of ~~were~~Directors ~~outstanding~~has atestablished ~~June~~an 30audit committee. The Board of Directors and the audit committee have the responsibility of reviewing our financial statements, ~~2021:~~exercising general oversight of the integrity and reliability of our accounting and financial reporting practices, and monitoring the effectiveness of our internal control systems. The Board of Directors and the audit committee also recommend selection of the auditing firm and exercise general oversight of the activities of our independent auditors, principal financial and accounting officers and employees and related matters.

~~F-28~~Aggregate fees for professional services rendered to the Company by Hudgens & Co. for the years ended December 30, 2022 and 2021 were as follows:

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	Years Ended
	December 31		December 31
Item	2022		2021
Audit fees	$	15,000-	$	15,000
Audit-related fees				-
Tax fees				-
All other fees				-
Total	$	15,000	$	15,000

~~The following warrants were outstanding at September 30, 2021:~~20

~~SUMMARY~~Table OFof ~~WARRANTS OUTSTANDING~~Contents

Warrant Type	Warrants Issued and Unexercised		Exercise Price		Expiration Date
Warrants		10,000	$	5.00		December 2021
Warrants		5,000	$	10.00		December 2021
Warrants		5,357	$	7.00		July 2024
Warrants*		1,666,667	$	0.02		December 2024
Warrants*		1,249,995	$	0.60		July 2023
Warrants		7,333,333	$	0.09		August 2026
Warrants		1,666,667	$	0.09		August 2026
Warrants		550,000	$	0.09		August 2026
Warrants		555,555	$	0.09		August 2026
Warrants		1,222,222	$	0.09		August 2026

Transfer Agent and Registrar

*The transfer ~~Each~~agent ofand ~~these~~registrar ~~warrants~~for ~~have~~our acommon ~~down~~stock ~~round~~is ~~feature~~Transfer ~~that~~Online, ~~have~~512 ~~been~~SE ~~triggered~~Salmon byStreet, ~~certain events resulting in recognition of the down round. The accounting recognition of the triggered down round features~~Portland, ~~which have the same accounting effect as a “dividend”~~OR, ~~has~~97214 a(telephone ~~cumulatively~~(503) ~~reduced retained earnings by $1~~227-2950,~~575,068~~ facsimile ~~and~~(503) ~~increased the outstanding number of warrants~~227-6874).

~~F-29~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~Table~~(a)(1) Financial ~~of Contents~~Statements

The ~~following~~consolidated ~~warrants~~financial ~~were~~statements ~~outstanding~~and atReport ~~September~~of ~~30,~~Independent ~~2020:~~Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules on page F-1 and included on pages F-2 through F-23.

Warrant Type	Warrants Issued and Unexercised		Exercise Price		Expiration Date
Warrants		10,000	$	5.00		December 2021
Warrants		5,000	$	10.00		December 2021
Warrants		5,357	$	7.00		July 2024
Warrants*		1,666,667	$	0.02		December 2024
Warrants*		1,409,450	$	7.00		March 2025
Warrants*		5,837,500	$	0.40		June 2025
Warrants*		1,249,995	$	0.60		July 2023
Warrants*		625,000	$	0.40		August 2023

(2) Financial Statement Schedules

*All schedules ~~Each~~for ofwhich ~~these~~provision ~~warrants~~is ~~have~~made ~~a down round feature that have been triggered by certain events resulting~~ in ~~recognition of~~ the ~~down~~applicable ~~round. The~~ accounting ~~recognition~~regulations of the ~~triggered~~SEC ~~down~~are ~~round~~either ~~features,~~not ~~which~~required ~~have~~under the ~~same~~related ~~accounting~~instructions, are ~~effect~~not asapplicable a(and ~~“dividend”,~~therefore ~~has~~have abeen ~~cumulatively~~omitted), ~~reduced~~or ~~retained~~the ~~earnings~~required bydisclosures ~~$1,575,068~~are ~~and~~contained ~~increased~~in the ~~outstanding~~financial ~~number~~statements ~~of warrants~~included herein.

~~NOTE~~(3) ~~8 – RELATED PARTY TRANSACTIONS~~Exhibits.

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.

Exhibit No.		Description
3.1		Amended and Restated Certificates of Incorporation of Quad M Solutions, Inc., filed with the Form S-1/A on November 27, 2018
3.2		Amended Bylaws of Quad M Solutions, Inc., filed with the Form S-1/A on November 27, 2018
31.1		Certification of Principal Executive Officer (Section 302), filed herewith
31.2		Certification of Principal Financial Officer (Section 302), filed herewith
32.1		Certification of Principal Executive Officer (Section 906), filed herewith
32.2		Certification of the Principal Financial Officer (Section 906), filed herewith
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
101.LAB		Inline XBRL Label Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

~~During the year~~ITEM ~~ended~~16. ~~September~~FORM ~~30,~~10-K 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.SUMMARY

~~NOTE 9 – INCOME TAXES~~None.

~~Topic~~WHERE ~~740~~YOU inCAN ~~the~~FIND ~~Accounting~~MORE 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.INFORMATION

~~The~~We ~~Company~~have ~~files~~filed ~~income~~this ~~tax~~Annual ~~returns~~Report inwith the USEC.S. ~~federal~~This ~~jurisdiction~~Annual Report does not contain all of the information included in the exhibits and schedules thereto as permitted by the ~~State~~rules and regulations of ~~Idaho~~the SEC. ~~The~~For ~~Company~~further isinformation ~~currently~~with inrespect ~~arrears~~to Quad M Solutions, Inc., please refer to the Annual Report, including its exhibits and schedules. Statements contained in ~~filing~~this Annual Report as to the contents of any ~~their~~contract ~~federal~~or other document referred to herein are not necessarily complete and, ~~state~~where ~~tax~~the ~~returns~~contract or other document is an exhibit to the Annual Report, ~~both~~each ~~jurisdictions~~such ~~statute~~statement ofis ~~limitations~~qualified in all respects by the provisions of ~~three~~such ~~years~~exhibit, ~~does~~to ~~not~~which ~~begin~~reference ~~until~~is hereby made. Upon completion of the ~~tax~~Annual ~~returns~~Report, we are subject to the information and reporting requirements of the Securities Exchange Act of ~~filed~~1934 and, in accordance therewith, we will file annual, quarterly and special reports, proxy statements and other information with the SEC.

You can read our SEC filings, including the Annual Report, over the Internet at the SEC’s web site at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-30800-SEC-0330 for further information on the operation of the public reference facilities.

~~Table of Contents~~21

~~Deferred income~~Table ~~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.~~Contents

~~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:~~SIGNATURES

~~SUMMARY~~Pursuant to OFthe ~~DEFERRED~~requirements ~~TAX~~of ~~ASSETS~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

		September 30, 2021			September 30, 2020
QUAD M SOLUTIONS, INC.
Net operating loss carryforwards			27,753,783			16,910,125
By:	/s/ Joseph Frontiere
Deferred tax asset			6,142,603			3,884,335
	Joseph Frontiere
Valuation allowance for deferred asset			(6,142,603	)		(3,884,335	)
	Chief Executive Officer and Chairman and Interim Chief financial Officer (Principal Executive Officer and Principal Financial and Principal Accounting Officer)
Net deferred tax asset			-			-
Date:	April 17, 2023
By:	/s/ Derrick Chambers
	Derrick Chambers
	Director
Date:	April 17, 2023
By:	/s/ Douglas Cole
	Douglas Cole
	Director
Date:	April 17, 2023

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 $2,258,268.22

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.

F-31

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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.

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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.

Name	Age	Position and Tenure
Joseph Frontiere	31	Chairman of the Board, Interim Chief Executive Officer and Interim CFO
Derrick Chambers	43	Director
Robert Liscouski	67	Director
Douglas Cole	66	Director

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.

Not applicable.

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(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:

	(1)	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	(2)	any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and minor offenses);
	(3)	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
	(4)	being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law;
	(5)	being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	(6)	being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section (1)(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

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.

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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.

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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

Annual Compensation

Long Term Compensation

Name and Principal Position

Year

Salary ($)

Bonus ($)

Other Annual ($)

Restricted Stock Awards ($)

Securities Under-Lying Options/SARs (#)

LTIP Payouts($)

All Other Compensation($)

Joseph Frontiere CEO and Chairman and Interim CFO

2021

120,000

Pat Dileo

2021

166,000

Former CEO and Chairman

2020

47,600

-0-

-N/A-

-0-

-N/A-

-0-

-N/A-

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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.

Name of Beneficial Owner	Common Stock Beneficially Owned (1)			Percentage of Common Stock Owned (1)
Joseph Frontiere		18,860,892	(2)		51.00	%
115 River Road, Suite 151
Edgewater, NJ 07020
		-0-			0	%
Derrick Chambers, Director		-0-			0	%
115 River Road, Suite 151
Edgewater, NJ 07020
Directors and Officer (3 person)		18,860,892	(2)		51.00	%

(1)

Applicable percentage ownership is based on 36,982,141 shares of Common Stock outstanding as of January 8, 2021. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of September 30, 2020 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2)

Represents one (1) share of Series B Super Voting Preferred Stock, which is entitled to vote together with the holders of our Common Stock upon all matters that may be submitted to holders of our Common Stock for a vote, and on all such matters, the share of Series B Super 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. At January 8, 2021, the Record Date, the Series B Super Voting Preferred Stock was entitled to 18,860,892 votes, representing 51% of the 36,982,141 shares of Common Stock outstanding on such Record Date.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

As a smaller reporting company, we are required to disclose certain transactions to which we are or will be a party and in which any of our directors, executive officers, or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest in the event the amount of such transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year- end for the last two completed fiscal years. The average of our 2020 and 2021 year-end assets multiplied by 1% is less than $120,000.

In addition to the compensation arrangements with our directors and executive officers, including those discussed in the section titled “Management and Executive Compensation,” the following is a description of each transaction since September 30, 2020 and each currently proposed transaction in which:

● we have been or are to be a participant; ● the amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of the assets of the Company on the last day of the two prior fiscal years; and ● any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Recent Sales of Equity Securities

Other Transactions

Not Applicable

Investments

The Company does not have any investments as of the date of this Form 10-K for the fiscal year ended September 30, 2021.

Employment Agreements

The Company has not entered into any written Employment Agreements as of the date of Form 10-K for the fiscal year ended September 30, 2021.

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Indemnification Agreements

Our amended and restated bylaws will provide that Mineral Mountain will indemnify each of our directors and officers to the fullest extent permitted under Idaho law. Our amended and restated bylaws will also provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.

Policies and Procedures for Transactions with Related Persons

The Company anticipates adopting a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our board of directors or our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $50,000 and such person would have a direct or indirect interest, must be presented to our board of directors or our audit committee for review, consideration, and approval. In approving or rejecting any such proposal, our board of directors or our audit committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Board of Directors has established an audit committee. The Board of Directors and the audit committee have the responsibility of reviewing our financial statements, exercising general oversight of the integrity and reliability of our accounting and financial reporting practices, and monitoring the effectiveness of our internal control systems. The Board of Directors and the audit committee also recommend selection of the auditing firm and exercise general oversight of the activities of our independent auditors, principal financial and accounting officers and employees and related matters.

Aggregate fees for professional services rendered to the Company by Slack & Co. for the years ended September 30, 2021 and 2020 were as follows:

	Years Ended
	September 30
Item	2021		2020
Audit fees	$	75,030	$	17,000
Audit-related fees				-
Tax fees				-
All other fees				-
Total	$	75,030	$	17,000

Hudgens CPAs, audited our consolidated financial statements at September 30, 2021.Slack & Co, audited our consolidated financial statements at September 30, 2020.

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Aggregate fees for professional services rendered to the Company for the year ended September 30, 2021 and 2020 were as follows:

	Years Ended
	September 30
Item	2021		2020
Audit fees		75,030		17,000
Audit-related fees				-
Tax fees				-
All other fees				-
Total		75,030		17,000

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Transfer Online, 512 SE Salmon Street, Portland, OR, 97214 (telephone (503) 227-2950, facsimile (503) 227-6874).

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules on page F-1 and included on pages F-2 through F-9.

(2) Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

(3) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Certificates of Incorporation of Quad M Solutions, Inc., filed with the Form S-1/A on November 27, 2018
3.2		Amended Bylaws of Quad M Solutions, Inc., filed with the Form S-1/A on November 27, 2018
31.1		Certification of Principal Executive Officer (Section 302), filed herewith
31.2		Certification of Principal Financial Officer (Section 302), filed herewith
32.1		Certification of Principal Executive Officer (Section 906), filed herewith
32.2		Certification of the Principal Financial Officer (Section 906), filed herewith

ITEM 16. FORM 10-K SUMMARY

None.

WHERE YOU CAN FIND MORE INFORMATION

We have filed this Annual Report with the SEC. This Annual Report does not contain all of the information included in the exhibits and schedules thereto as permitted by the rules and regulations of the SEC. For further information with respect to Quad M Solutions, Inc., please refer to the Annual Report, including its exhibits and schedules. Statements contained in this Annual Report as to the contents of any contract or other document referred to herein are not necessarily complete and, where the contract or other document is an exhibit to the Annual Report, each such statement is qualified in all respects by the provisions of such exhibit, to which reference is hereby made. Upon completion of the Annual Report, we are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and, in accordance therewith, we will file annual, quarterly and special reports, proxy statements and other information with the SEC.

You can read our SEC filings, including the Annual Report, over the Internet at the SEC’s web site at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

QUAD M SOLUTIONS, INC.
By:	/s/ Joseph Frontiere
	Joseph Frontiere
	Chief Executive Officer and Chairman and Interim Chief financial Officer
	(Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer)
Date:	January 14, 2022
By:	/s/ Derrick Chambers
	Derrick Chambers
	Director
Date:	January 14, 2022

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