UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~April 1324, 2023

Commission file number: 1-03319

Quad M Solutions, Inc.

Idaho

82-0144710

(State or Other Jurisdiction

of Incorporation of Organization)

(I.R.S. Employer

Identification Number)

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

Registrant’s Telephone Number, including area code: (877) 367-9199

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 8.01 Other Events.

Quad M Solutions, Inc., an Idaho corporation, (the “Company” ~~or “Registrant”~~), a public holding company (OTC: MMMM), is filing this Current Report on Form 8-K to report that the Company’s Board of Directors and executive officers first learned on ~~February~~late 14on Friday, April 21, 2023 and confirmed on Monday, April 24, 2023, that the ~~Registrant~~Company’s ~~wholly~~Annual ~~owned~~Report ~~subsidiary,~~on ~~NuAxess 2,~~Form ~~Inc~~10-K for its year ended December 31, 2022 (the “~~NuAxess”~~Form ~~or “Plaintiff~~10-K”), was filed awith ~~complaint~~the Securities and Exchange Commission (the “~~Complaint~~Commission”) inon April 17, 2023, prior to the ~~United~~completion ~~States~~of ~~District~~the audit and improperly included the Report of the Company’s Independent Registered Public Accounting Firm, ~~Court~~Hudgens CPA, ~~Eastern~~PLLC, ~~District~~purportedly dated April 15, 2023, without either the consent nor the prior knowledge of ~~New~~Hudgens ~~York~~CPA, ~~against~~PLLC. ~~Acrisure~~The ~~LLC~~Company first ~~d/b/a~~learned ~~Connor~~on ~~Group~~April ~~Insurance~~21, ~~Agency~~2023, that, in fact, the Form 10-K had been filed with the Commission as a ~~limited~~direct ~~liability~~result ~~company~~of ~~formed~~the ~~under~~unauthorized actions of the ~~laws~~Company’s offinancial consultant, which actions included the ~~State~~improper and unauthorized inclusion of ~~Michigan~~the Report of the Company’s Independent Registered Public Accounting Firm, ~~authorized~~Hudgens toCPA, doPLLC, ~~business~~purportedly indated ~~New~~April ~~York~~15, ~~with~~2023, ~~its~~before ~~domestic~~the audit ~~principal~~was ~~place~~completed and, as a result, was included without the knowledge or authority of ~~business~~the inCompany’s ~~Lake~~Board ~~Success~~of Directors, executive ~~New~~officers ~~York~~or ~~(“Acrisure”~~Hudgens orCPA, ~~“Defendant”)~~PLLC. AThe ~~copy~~aforesaid offinancial consultant ~~the~~has ~~Complaint~~been isterminated, ~~filed~~for ascause, ~~Exhibit~~by ~~99.1~~the toCompany, ~~this~~effective ~~Form~~immediately on ~~8-K~~April 24, 2023.

AsThe ~~set~~Company’s ~~forth~~Board ~~more~~of ~~fully~~Directors inand ~~the~~executive ~~Complaint~~officers, ~~Plaintiff~~based ~~and~~upon ~~Defendant~~current ~~entered~~information, ~~into~~do anot ~~contract~~believe ~~titled~~that ~~“Referral~~there ~~Agreement”~~will ~~dated May~~be 3,any ~~2021~~material changes (to the ~~“Agreement”),~~financial astatements ~~copy~~for ofthe ~~which~~year ~~was~~ended ~~filed~~December ~~with~~31, ~~the~~2022, ~~United~~that ~~States~~were ~~District~~filed ~~Court~~in asthe ~~Exhibit~~Form 110-K. toNevertheless, until the ~~Complaint.~~audit ~~Pursuant~~is tocompleted ~~the~~by ~~Agreement~~Hudgens CPA, ~~Plaintiff~~PLLC, ~~provided~~the ~~comprehensive~~Company ~~programs~~is ~~through~~filing ~~Plaintiff’s~~this ~~vendors~~Form 8-K to ~~customers~~report that ~~Defendant~~the ~~referred to~~previously ~~Plaintiff~~issued ~~and~~financial ~~further~~statements ~~required~~for the ~~Defendant~~year toended ~~deliver~~December to31, ~~Plaintiff~~2022 ~~accurate information~~ contained in athe ~~Special~~Form ~~Risk~~10-K ~~Questionnaire~~filed ~~(“SRQ”)~~on April 17, so 2023, that ~~the~~improperly ~~health~~included ~~status~~the Report of ~~potential~~the Company’s ~~employees~~Independent ~~can~~Registered bePublic ~~known~~Accounting Firm, ~~which~~Hudgens ~~circumstance~~CPA, ~~bears~~PLLC, ~~directly~~purportedly ondated ~~(a)~~April ~~the~~15, ~~cost~~2023, ofand ~~staffing~~stated ~~fees,~~that ~~and~~the ~~(b)~~financial ~~whether~~statements anwere ~~employee~~“audited,” orshould ~~group~~no ~~will~~longer be ~~accepted~~relied byupon ~~Plaintiff~~and, as ~~employees~~a inresult, ~~the~~such ~~first~~financial ~~instance~~statements may be modified, supplemented or succeeded, after completion of the audit.

~~Plaintiff~~The ~~discovered~~Company, ~~that~~after ~~Defendant~~communicating ~~intentionally~~with ~~failed~~Hudgens toCPA, ~~disclose~~PLLC ~~accurate~~and ~~information~~explaining into ~~the~~Hudgens ~~SRQs~~CPA, ~~thereby~~PLLC ~~materially~~the ~~misleading~~facts ~~Plaintiff, causing~~now ~~Plaintiff~~known toby ~~accept~~ the ~~referral~~Company ~~groups~~related ~~and at artificially lower rates. Defendant knew that Plaintiff’s criteria for customer~~to ~~groups~~the ~~required~~ultra ~~limited~~vires oractions ~~minimal~~taken ~~special~~by ~~risk~~the ~~factors~~former ~~and,~~financial ~~on numerous occasions~~consultant, ~~Defendant~~delivered ~~expressed that~~ a ~~customer~~copy ~~group~~of ~~was~~this ~~either a~~Form ~~new~~8-K ~~group~~to ofHudgens ~~applicants~~CPA, ~~without~~PLLC ~~any~~ prior to ~~claim~~its ~~history~~filing orwith ~~known~~the ~~health~~Commission. ~~concerns~~As or a ~~very~~result, ~~healthy~~while ~~group.~~the ~~Nevertheless,~~Company ~~Defendant~~awaits ~~repeatedly referred~~the ~~customers~~completion toof ~~Plaintiff~~the ~~who~~audit ~~had~~for ~~prior~~its ~~coverage~~year ~~and~~ended ~~health~~December ~~problems.~~31, 2022, ~~Plaintiff~~as ~~has~~soon ~~learned~~as ~~that~~possible ~~Defendant~~after ~~instructed~~the ~~such~~filing ~~potential customers~~of tothis ~~provide~~Form ~~information~~8-K, in the ~~SQRs~~Company ~~stating~~will ~~falsely~~be ~~that~~filing ~~such~~an ~~customers~~Amended ~~did~~Annual ~~not~~Report ~~have~~on ~~any~~Form ~~health~~10-K/A ~~conditions~~with unaudited orfinancial ~~prior~~statements ~~health~~for ~~conditions and~~the ~~Defendant’s~~year ~~agents~~ended ~~and~~December ~~representatives~~31, ~~made~~2022, ~~material~~and ~~misrepresentations~~without ~~related~~the toReport ~~customers’~~of ~~health~~the ~~risk~~Independent ~~factors~~Registered ~~which~~Public Accounting ~~Defendant~~Firm ~~and~~for ~~its~~such ~~agents~~year ~~and~~ended. ~~employees~~Immediately ~~knew~~upon ~~would~~completion ~~weigh~~of ~~heavily~~the inaudit, ~~determining~~the ~~whether~~Company ~~and~~will atbe ~~what~~filing ~~price~~with ~~Plaintiff~~the ~~agreed~~Commission toa ~~staff employees~~2nd ~~referred~~Amended byAnnual ~~Defendant.~~Report ~~Defendant~~on isForm ~~and~~10-K/A ~~was~~which ~~also~~will ~~aware~~include ~~that~~audited ~~Plaintiff,~~financial asstatements afor ~~self-funded,~~its ~~self-insured~~years ~~staffing~~ended ~~company~~December 31, ~~was~~2022 ~~dependent~~ and 2021, ~~materially~~together ~~relied~~with ~~upon~~the ~~accurate~~Report ~~information~~of ~~and~~the ~~that~~Company’s ~~NuAxess~~Independent ~~program~~Registered ~~had~~Public noAccounting ~~place~~Firm, ~~for~~Hudgens ~~“Special~~CPA, ~~Risk” employees~~PLLC.

Accordingly, the Agreement contains a specific provision (4-b) anticipating and highlighting this understanding between the parties, whereby Defendant agreed to provide Plaintiff with details of any fact that could bear on the issue of employee risk:2

Referrer agrees to promptly report, with full details, to NuAxess 2 any fact, occurrence, or incident that may result in an increased risk of loss to NuAxess 2 or any insurer with which insurance was placed under this Agreement. Without limitation, Referrer agrees to report any subsequent information regarding such claim or loss to NuAxess 2 and to cooperate with adjusters and attorneys appointed by NuAxess 2 to investigate, adjust, or defend any claim or loss or to collect any unpaid premiums.

Plaintiff, in or about the 4th quarter of 2022, first became aware that Defendant, while acting as a referral agent for Plaintiff, through its agents and representatives, deliberately misrepresented the qualifications of prospective clients of Plaintiff’s staffing business, and further tortiously instructed prospective clients being referred to Plaintiff to misrepresent material qualifications in the SRQs, in order to become Plaintiff’s “covered” employees. As a consequence of Defendant’s material breach of the Agreement, these referred companies and employees began submitting substantial health claims, though each had provided clean SRQs, indicating no prior serious disqualifying ailments, among their “referred” employees. Plaintiff, in or about the 4th quarter of 2022, discovered that many of the companies that Defendant referred as qualified employee/customers were. In fact, engaged in an elaborate scheme to provide Plaintiff with widespread misrepresentations and, as a result, Plaintiff first learned that many referred companies (a) submitted false SRQs, omitting facts of existing at-risk (seriously ill) employees, (b) added at-risk employees after an SRQ submission, and (c) included outside individuals to NuAxess who were not full-time employees of the companies.

Plaintiff has alleged in the Complaint that it has been damaged in an amount to be determined at trial, but not less than $100,000,000.00.

In response to the Company and NuAxess materially adverse business experience, all as set forth in the Complaint, effective January 1, 2023, NuAxess: (i) terminated its Agreement with Defendant; (ii) terminated its previous NuAxess Health Plan; (iii) commenced implementation of a new health plan with a new third-party administrator (“TPA”) which it expects will materially lower it reinsurance costs and fees; and (iv) commenced actions to collect prior uncollected premium receipts from Defendant’s referred customers.

Item 9.01 Financial Statements and Exhibits

(b) The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.		Description
99.1		Complaint dated February 13, 2023, filed by NuAxess 2, Inc. v. Acrisure LLC d/b/a Connor Group Insurance Agency in United Stated District Court, Eastern District of New York, filed herewith.

SIGNATURES

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

Dated: ~~February~~April 1728, 2023

	QUAD M SOLUTIONS, INC.

	By:	/s/ Joseph Frontiere
		Joseph Frontiere
		Chief Executive Officer

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