Each one in plain English, with the numbers worked through for a shareholder.
16 Aug 2023material agreement termination▼ BadMajor
The planned purchase of 100% of REV Technologies, signed July 18, 2023 through new subsidiary QM Racing for $500,000, is off. Quad M could not get acceptable funding (the terms it was offered would have been highly dilutive to shareholders), and REV Technologies terminated the contract on August 14, 2023. The company says it will keep its staffing and healthcare business and plans to start a medical devices line in the fourth quarter of fiscal 2023.
Quad M disclosed agreements, through its subsidiary Physicians HealthCare Services LLC (PHCS), with Advent Health, a Florida clinically-integrated network. The company says this gives it access to about 10,000 employees at 2,000+ physician offices, who would be eligible for the self-funded plans run by NuAxess and OpenAxess. The filing gives no financial terms in its text and does not say how many employees will actually enroll. The exhibits are dated December 6, 2021 (PHCS) and April 1, 2022 (Advent).
On April 4, 2022 Quad M signed an AI Sourcing Agreement with Recruiter.com for non-exclusive access to its candidate-sourcing software, for an initial 90 days that the company can extend. Quad M pays a $25,000 setup fee, a further $25,000 after the first month, and $30 per month per sign-up once sign-ups exceed 800 customers. It targets small business owners with fewer than 10 employees nationwide.
On February 15, 2022 Quad M signed a services agreement with Quantum Computing Inc. to use its Qatalyst software to improve how it sorts covered employees into high-risk pools and prices its self-insured medical plans. Quad M will pay QCI $5 to $10 per employee per month. The benefits (lower underwriting costs, a competitive edge) are the company's own expectations, not results. The company's address is now Garland, TX, and Frontiere signs as CEO rather than interim CEO.
On December 6, 2021 the board hired Hudgens CPA PLLC as auditor for the fiscal year ending September 30, 2021 and dismissed Slack & Co., who had been the auditor since late 2019. The filing says there were no disagreements and no adverse or qualified opinions from Slack & Co. for 2019 and 2020. It adds another auditor change to the company's history.
Quad M's subsidiary NuAxess 2 signed a Binding Term Sheet with Mammoth Life and Reinsurance on September 25, 2021. Under it, Quad M gets 60% and Mammoth 40% of the stop loss captive underwriting profit on business Quad M brings to Mammoth. The company expects to sign final closing agreements within 10 business days, so this is not yet final. It continues the new management's growth plan after the Acrisure referral agreement.
The company filed a referral agreement that its former management's subsidiary NuAxess 2 Inc. signed on May 3, 2021 with Acrisure, LLC (dba Connor Group Insurance Agency). It filed it because new management is now pursuing the agreement. The filing gives no financial terms in its text; they are in the attached exhibit, and Joseph Frontiere signed as interim CEO.
Quad M, now described as a staffing and employee benefits holding company, took a $4,200,000 loan from BeachStar Partners on April 9, 2021. It is repayable in 18 months (October 8, 2022) at 1.5% interest per month or 4% of net revenues, and comes with a credit facility of up to $130,000,000 in $1,000,000 tranches tied to insured employee lives added. The company says it used the money to pay off a list of convertible note holders and existing loans. It also agreed on June 8, 2021 to end its Series D preferred stock for $2,000,000 over nine months plus warrants for 1,000,000 shares each, and to convert the Series E preferred into 2,000,000 common shares plus warrants for 1,000,000 shares. The loan is only convertible to stock after a material uncured default.
The company said BF Borgers did no work on the fiscal 2019 audit and the board decided not to proceed with it. After Slack & Co. received PCAOB approval on August 20, 2019, the company reappointed Slack & Co. as auditor effective October 31, 2019. This resolves the auditor turnover that began in July 2019.
Slack & Co. told the company on August 14, 2019 that licensure restrictions prevented it from doing the audit work, and said there were no disagreements. The company appointed BF Borgers CPA PC the same day to audit fiscal 2019 and review the June 30, 2019 quarter.
The company, now renamed Quad M Solutions, Inc., said Fruci & Associates II resigned as auditor on July 8, 2019 and Slack & Co. CPAS was appointed on July 19, 2019. The filing says there were no disagreements. It explains the name change as following a change in primary business and the divestiture of 75% of the equity in the former mining subsidiaries, both reported in earlier 8-Ks (March and April 2019).
The company said its 10-K reports for fiscal 2016, 2017 and 2018 and several 10-Q reports from December 2017 to December 2018 should no longer be relied on, and it will restate them. The cause is how it accounted for its Alaska Property and Mineral Lease: payments will now be expensed as incurred rather than recorded as a right-of-use asset and lease liability. Fruci agreed on February 15, 2019 that the statements should be amended. The filing gives no restated figures.
The company signed an equity purchase agreement (dated October 1, 2018) letting an investor buy up to $5,000,000 of new common stock over time. It also owes the investor a 1,428,571-share commitment fee and must register the resale of 15,000,000 shares plus the fee shares. For shareholders, this means new shares will be issued, which dilutes existing holders.
OTC Markets Group told the company on August 24, 2018 that its shares would be designated OTCQB securities and trade on the OTCQB Marketplace from August 27, 2018, subject to OTCQB standards. The filing does not say what the shares traded on before.
Reversing the change made days earlier, the company re-engaged Fruci & Associates II as auditor on August 14, 2018 and dismissed Dirk A. Oceanak, CPA. The filing reports no disagreements with Fruci and gives no reason for the switch back.
An amended version of the August 7 filing, repeating that Dirk A. Oceanak, CPA was engaged as auditor on August 6, 2018. It adds no new facts beyond shortening the description of the engagement.
The company (then named Mineral Mountain Mining & Milling Company, the name Quad M Solutions later replaced) dismissed its auditor Fruci & Associates II on August 1, 2018 and hired Dirk A. Oceanak, CPA on August 6, 2018. The filing says Fruci's reports were clean and there were no disagreements.
