Quad M Solutions Inc (MMMM)

[Salty_Mutt]

On March 22, 2019, Mineral Mountain Mining & Milling Company the “Company”) entered into two Share Exchange Agreements (collectively the “SEA’s”) with: (i) PR345, Inc., a newly organized Texas corporation (“PR345”); and (ii) NuAxess 2, Inc., a newly organized Delaware corporation (NuAxess”). Pursuant to the SEA’s, which were filed as Exhibits 2.1 and 2.2 to the March 27, 2019 Form 8-K, the Company agreed to acquire all of the capital stock of P345 and NuAxess in exchange of the issuance of shares of Series C and D Preferred Stock, par value $0.10 per share, to the shareholders of PR345 and NuAxess as discussed more fully below.

The entry into the two SEA’s was authorized and approved by resolutions of the Company’s Board of Directors (the “Board”) on March 17, 2019 in furtherance of the Company’s plan to diversify its business beyond its historic mining operations (the “MMMM Mining Operations”), as disclosed in the Company registration statement on Form S-1 that was declared effective by the SEC on March 8, 2019, Registration No. 333-227839.

PR345 is a minority-owned business enterprise that was formed to provide staffing services to a variety of industries as well as back office services including accounting, payroll and a full complement of HR benefits in its role as a Professional Employer Organization (“PEO”). NuAxess serves as a full service financial, employee benefit and insurance consulting company providing health plans and comprehensive benefits to employees of small and medium size businesses.

Upon the closing of the SEA’s (the “Closing”), PR345 and NuAxess will become wholly-owned subsidiaries of the Company in exchange for the issuance of 400,000 shares of newly designated Series C Convertible Preferred Stock (the “Series C Shares”) as follows: (i) 200,000 Series C Shares issuable to Sunlight Financial, LLC (“Sunlight”), a Texas limited liability company and the control shareholder of PR345, owning 75% of its capital stock; and (ii) 200,000 Series C Shares issuable to IDH Holdings 2, Inc. (“IDH Holdings”), a Delaware corporation and the control shareholder of NuAxess, owning 75% of the capital stock its capital stock.

https://www.sec.gov/Archives/edgar/data/66600/000147793219001377/mmmm_8ka.htm