8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 25, 2021

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)
115 River Road, Suite 151, Edgewater, NJ	07020
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including area code: (732) 423-5520

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 1.01 Entry into a Material Definitive Agreement.

Quad M Solutions, Inc., an Idaho corporation, (the “Company”), is a public holding company that offers staffing services and employee benefits, such as health plans, HR-human resources, and payroll services, to small and mid-sized group employers. The Company is filing this Current Report on Form 8-K to disclose that on September 25, 2021, its wholly owned subsidiary, NuAxess 2 Inc., entered into a Binding Term Sheet with Mammoth Life and Reinsurance, LLC. A copy of the Binding Term Sheet is attached as Exhibit 10.11 hereto. Pursuant to the Binding Term Sheet, the Company is to receive 60 % and Mammoth is to receive 40 % of the stop loss captive underwriting profitability of all Quad M and its subsidiaries’ business that Quad M brings to Mammoth throughout the prior year.

The reason for filing this Form 8-K is due to the fact that the Company’s new management is now actively pursuing the implementation of its growth and expansion plan. The Company expects to execute definitive closing agreements within 10 business days. Reference is made to the full disclosure contained in the attached Exhibits 10.11 and 99.1 attached hereto.

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
10.11	Binding Term Sheet between NuAxess 2 Inc. and Mammoth Life and Reinsurance LLC dated September 25, 2021, filed herewith.
99.1	Press Release dated September 27, 2021 announcing Binding Term Sheet with Mammoth Life and Reinsurance LLC, filed herewith.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 27, 2021

QUAD M SOLUTIONS, INC.
	/s/ Joseph Frontiere
Name:	Joseph Frontiere
Title:	Interim Chief Executive Officer

EX-10.11

Exhibit 10.11

NuAxess 2, Inc., a wholly owned subsidiary of Quad M Solutions, Inc., enters
into a Binding Term Sheet with Mammoth Life and ReInsurance LLC . for a Joint Venture;
Definitive Closing Agreements to Follow

Quad M Solutions, Inc., through its wholly owned subsidiary, Nu Axess 2, Inc. (the “Company”), has entered into a Binding Term Sheet with Mammoth Life and ReInsurance LLC (“Mammouth”). Pursuant to the Binding Term Sheet, the Company is to receive 60 % and Mammoth is to receive 40 % of the stop loss captive underwriting profitability of all Quad M and its subsidiaries’ business that Quad M brings to Mammoth throughout the prior year. For example, all revenue coming from any business conducted between the two companies less referral fees given to mammoth, and prior to any reinsurance fees given to mammoth less operating expense and less medical claims.

Quad M Solutions, Inc. will contract with Mammoth Life and ReInsurance LLC. to be either a full or partial stop loss provider and group life insurance provider to Quad M Solutions, Inc. and subsidiary’s insurance plans.

Mammoth shall be paid NuAxess’s standard referral rate for new business.

Signatures

/s/: Joseph Frontiere, CEO	/s/: Paul Ford, CEO
Quad M Solutions Inc.	Mammoth Life and Reinsurance LLC

Dated: September 25, 2021

EX-99.1

Exhibit 99.1

Quad M Solutions Inc .’s Subsidiary NuAxess 2, Inc. enters into a sales, marketing and reinsurance agreement with Mammoth Life and Reinsurance LLC.

EDGEWATER, NJ, Sept. 27, 2021 (GLOBE NEWSWIRE) — Quad M Solutions, Inc. (OTCPink: MMMM)’s NuAxess 2, Inc. entered into a commercial agreement with Mammoth Life and Reinsurance LLC.(www.mammothlife.com). Mammoth is a modern data-driven fronting carrier platform that delivers accessible and inclusive insurance products and solutions into the U.S. market. Mammoth creates solutions aimed at the un/underinsured insurance markets via its technologies and data-driven processes that open unique access to untapped markets delivering enhanced pricing and risk containment capabilities. Mammoth is a national insurance and reinsurance operation and the only MBE (Minority Business Enterprise) certified insurance company in the U.S. Quad M Solutions, Inc.’s staffing solution is perfectly designed for Mammoth’s clients. Collectively, the companies will target the large and growing independent contractor and GIG worker market which subsumes over 2 million MBEs.

Mr. Joseph Frontiere, CEO of Quad M solutions Inc. said “This is a game changing deal for Quad M. It not only allows the company to advertise and sell our solutions as the most cost effective full medical insurance solution through traditional insurance channels, but allows us to team up with highly experienced insurance professionals who are using cutting edge technology to both identify new, and to expand traditional markets. We are excited to partner with the only MBE certified medical insurance platform in the U.S. and believe that Mammoth’s growth trajectory will be among the steepest in the insurance industry. We expect Quad M’s growth to be a significant percentage of Mammoth’s business”

Mr. Paul Ford, Co-Founder and Chairman of Mammoth Life and Reinsurance LLC. said “Given that we are a modern insurance company focused on utilizing the best of breed technologies, Quad M’s suite of proprietary insurance technologies for the staffing industry is very attractive. We intend to focus on the large un/underinsured markets including PEO’s (professional Employer Associations) that target small businesses, large corporations using PEO’s, and over 2 million MBE corporations. We are proud to work with Quad M and believe our partnership will hyper-accelerate each company’s growth.”

About Mammoth Life and Reinsurance LLC.

Mammoth Life & Reinsurance Company is a company inspired by the legacy of The Mammoth Life & Accident Insurance Company established in Louisville, KY in 1915. Harnessing the power of data science, machine learning and AI, Mammoth Life & Reinsurance Company is leading the way in reinsurance placements that secure human capital and strengthen corporate sustainability as a MBE-certified company. The company is focused on innovative reinsurance structures that mitigate risk of larger corporations managing SG&A expenses closely via the Mammoth Risk Management Data Platform which all of our clients and partners access to continuously monitor and underwrite risk. The company is committed to not just being a good corporate citizen, but leading the way as a thoughtful corporate partner participating in community involvement and philanthropy.

About Quad M Solutions, Inc.

Quad M Solutions, Inc., is a public holding company that offers self-funded health plans, staffing services, HR-human resources, payroll services, retirement, supplemental and workers compensation insurance to small and mid-sized group employers with 1-500 employees, and to the exploding essential worker “Gig Economy,” a labor market that is characterized by the prevalence of short-term contracts or freelance work, not permanent jobs. Our Company’s four subsidiaries, NuAxess 2, Inc., PrimeAxess, Inc., OpenAxess, Inc. and PrimeAxess 2, LLC are important in conveying who we are and what we do.

We strive to provide those employers and individuals the right tools to be able to manage and control all the facets in their healthcare experience and their eventual health outcomes. Prevention, wellness, and cures have become part of our corporate mission to individuals who want to manage and control their short and long-term healthcare needs.

Our self-insured programs are consumer-driven and technology-leveraged and, by itself, self-insurance is affordable, transparent and responsive to the healthcare and retirement needs of employees who are looking for higher quality benefits, integrated health information and better medical provider access and outcomes.

For additional information, please visit: QuadMSolutions.com and NuAxess.com.

Forward-Looking Statements:

The statements contained herein that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “possibly,” “probably,” “goal,” “opportunity,” “objective,” “target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,” “indicator” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Quad M Solutions, in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, profits, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our expectations, estimates, and projections at the time such statements are made. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements.

Corporate Contact:

IR@quadmsolutions.com

 

 

 

 

XML

Cover	Sep. 25, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 25, 2021
Entity File Number	1-03319
Entity Registrant Name	Quad M Solutions, Inc.
Entity Central Index Key	0000066600
Entity Tax Identification Number	82-0144710
Entity Incorporation, State or Country Code	ID
Entity Address, Address Line One	115 River Road
Entity Address, Address Line Two	Suite 151
Entity Address, City or Town	Edgewater
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07020
City Area Code	(732)
Local Phone Number	423-5520
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false