SECURITIES AND 10-Q 2019 Code: (732) 423-5520 MINERAL MOUNTAIN MINING AND MILLING COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (RESTATED) Three Months ended December 31 2018 2017 (Unaudited and Restated) (Unaudited and Restated) REVENUES OPERATING EXPENSES Professional fees General and administrative Officers’ fees Mineral property expense TOTAL OPERATING EXPENSES LOSS FROM OPERATIONS OTHER INCOME (EXPENSES) Interest expense Loss on issuance of convertible debt Gain on revaluation of derivative TOTAL OTHER INCOME (EXPENSES) LOSS BEFORE TAXES INCOME TAXES NET LOSS NET LOSS PER COMMON SHARE, BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED MINERAL MOUNTAIN MINING AND MILLING COMPANY CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (RESTATED) Additional Total Paid-in Accumulated to be Stockholders' Amount Capital Deficit Issued Equity Balance, September 30, 2016 Common stock issued for cash Common stock issued for services Warrants Net loss for period ending September 30, 2017 Balance, September 30, 2017 Common stock issued for cash Net loss for period ending December 31, 2017 Balance, December 31, 2017 (Unaudited) Common stock issued for cash Common stock issued for services Common stock issued for reimbursement of mineral claims Warrants issued for directors’ fees Exercise of warrants Net loss for period ending September 30, 2018 Balance , September 30, 2018 Common stock issued for cash Common stock issued for services Common stock issued for director’s fees Common stock issued for officer’s fees Rescinded shares Net loss for period ending December 31, 2018 Balance, December 31, 2018 (Unaudited) MINERAL MOUNTAIN MINING AND MILLING COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Amortization of debt discount Common stock issued for services Common stock issued for officers’ and directors’ fees Loss on issuance of convertible debt Gain on revaluation of derivative liabilities Changes in assets and liabilities: Decrease (increase) in prepaid expense Increase (decrease) in accounts payable Increase (decrease) in accrued interest Decrease (increase) in deferred payroll Net cash used by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock and warrants Proceeds from convertible debt Net cash provided by financing activities INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS Cash, beginning of period Cash, end of period SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid Income taxes paid Articles of Incorporation 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. 2020. 2019. 2019. $3,240,835. Originally Restatement Consolidated Balance Sheets (Restated) Reported Adjustment As Restated As of December 31, 2017 Investment in mineral lease Mineral lease, net Accrued lease payments Long term mineral lease liability Accumulated deficit Earnings per share Consolidated Statements of Operations For the quarter ended December 31, 2017 Mineral Property Expense Total operating expenses Consolidated Statements of Cash Flows For the quarter ended December 31, 2017 Decrease in accounts payable our consolidated balance sheet. Originally Restatement Consolidated Balance Sheets (Restated) Reported Adjustment As Restated As of December 31, 2018 Investment in mineral lease Mineral lease, net Long term mineral lease liability Accumulated deficit Earnings per share Work Expenditure Commitments Due Before Amount December 1, 2019 December 1, 2020 December 1, 2021 December 1, 2022 December 1, 2023 December 1, 2024 Total Lease Payment Obligations Date Due Amount April 5, 2016 April 5, 2016 April 5, 2019 April 5, 2020 April 5, 2021 April 5, 2022 April 5, 2023 Total Paid during year ended September 30, 2017 Balance at September 30, 2017 Paid during year ended September 30, 2018 Balance at September 30, 2018 Paid during the period ended December 31, 2018 Balance at December 31, 2018 Lease Payment Obligations Date Due Amount June 18, 2018 December 18, 2018 December 18, 2019 December 18, 2020 December 18, 2021 December 18, 2022 December 18, 2023 Total An accredited investor acquired the note from the institutional investor, with the consent of the Company, in consideration for the payment of the outstanding principal, accrued interest and prepayment penalty in the aggregate amount of $96,816. The Company then issued a replacement convertible promissory note payable to acquiring institutional investor for the principal sum of $96,816 with identical terms to the original note (interest at 12% per annum, maturity date of November 27, 2019, conversion rights and conversion price.) This transaction was treated as an extinguishment and reissuance of the original note and resulted in accelerated recognition of interest expense for original issue discount debt discount of $1,471, interest expense for derivative liability debt discount of $26,425 and a loss on extinguishment in the amount of $29,943. principal of $7,000 and accrued interest of $460 at a conversion price of $0.009541. Warrant Type Warrants Issued and Exercise Price Expiration Date Warrants December 2021 Warrants December 2021 Warrants January 2020 3. at the time of the transaction. 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. December 31, 2018 September 30, 2018 Net operating loss carryforwards Deferred tax asset Valuation allowance for deferred asset Net deferred tax asset $148,190. $0.012. General ” “Quad M” or “Mineral Mountain” refer to Quad M Solutions, Inc. f/k/a Mineral Mountain September 30, 2019. business consulting services. principal amounts outstanding at December 31, 2019. Name Date As of December 31, 2018 Amount As of September 30, 2018 Amount Premium Exploration 03/27/17 08/02/17 John J. Ryan, adult son of a former officer and director 2/23/2016 Total notes payable - shareholders $60,073. twenty (20) trading days between purchases. 10-Q/AAmendment Number 12018or¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________ to _______________Mineral Mountain Mining & Milling CompanyNumber)NumberMineral Mountain Mining & Milling Company13 Bow Circle, Suite 170Hilton Head, South Carolina 29928(917) 587-8153(Address, Including Zip Code, andCode, of Registrant’s Principal Executive Offices)(Former name and former address, if changed since last report)and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨March 4, 2019,February 17, 2020, there were 66,619,73372,128,616 shares of the issuer’s common stock outstanding. Explanatory NoteMineral Mountain Mining & Milling Company (“we”, “our”, the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to restate portions(i)Item 1 of Part I “Financial Statements”(ii)(iii)We have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1 and 32.1, and our financial statements formatted in Extensible Business Reporting Language (XBRL).In November 2018, information came to the attention of Company management that led it to investigate whether one of the Company’s property and mineral leases, its Alaska Mineral Lease, qualified for early adoption of ASU No. 2016-02, resulting in the recognition of a right of use asset and lease liability in accordance with ASC 842, was the absolute best accounting practice or whether the scope exception applied and the payments should have been expensed as incurred in accordance with the scope exception of ASC 842. Company management concluded on February 14, 2019 and notified the Board that a portion of its financial statements should no longer be relied upon because of a possible error in such financial statements. Company management further concluded that the Company could properly early adopt ASC 842, but that we determined the scope exception applied and that it should account for the Alaska Mineral Lease payments as expenses as incurred pursuant. On February 15, 2019, the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), concurred with these conclusions and that the financial statements included in the Original Form 10-Q should be restated and amended to reflect this change.In the Original Form 10-Q, the Company determined that it had made a possible error in how it implemented ASU No. 2016-02, Leases as it relates to the Alaska Mineral Lease and Option to Purchase. The ASU-842-10-15 scope exception states that the topic does not apply to “Leases to explore for or use minerals, oil, natural gas, and similar nonregenerative resources. This includes rights to explore for those natural resources and rights to use the land in which those natural resources are contained (that is, unless those rights of use include more than the right to explore for natural resources), but not equipment used to explore for the natural resources”. The Company believed that there was an infrastructure asset present on the Company’s leased property in the form of unpaved roads and an exclusive right to use that infrastructure pursuant to the terms of the Alaska Mineral Lease that met the requirement that the lease include more that the right to explore for natural resources. Company Management has since determined that this infrastructure asset may not meet that criteria, and as a result the Company has restated the accompanying financial statements to reflect this change (See Note 3 of the accompanying Financial Statements for a summary of the changes to the financial statements).This report on Form 10-Q/A has been signed as of a current date and all certifications of the Company’s Chief Executive/Financial Officer are given as of a current date. Except as discussed above and as further described in Notes 2, 3, 4, 9 and 10 to the consolidated financial statement, the Company has not modified, or updated disclosures presented in this Amendment. Accordingly, the Amendment does not reflect events occurring after the Original Form 10-Q or modify or update those disclosures affected by subsequent events. Information not affected by the restatement is unchanged and reflects disclosures made at the time of the filing of the Original Form 10-Q. $ 53,489 $ 14,700 53,489 14,700 $ 53,489 $ 14,700 $ 14,990 $ 34,710 74,167 39,312 59,790 58,128 706,066 351,275 1,589,022 1,509,792 367,167 283,833 400,000 400,000 83,122 - 3,294,324 2,677,050 3,294,324 2,677,050 - - 80,000 80,000 69,560 68,978 4,376,504 4,271,462 21,558 - (3,100 ) (7,785,356 ) (7,079,690 ) (3,240,835 ) (2,662,350 ) $ 53,489 $ 14,700 unaudited interimcondensed consolidated financial statements. $ - $ - 55,542 14,325 78,591 34,757 99,110 - 27,301 - 260,544 49,082 (260,544 ) (49,082 ) (4,848 ) (1,302 ) (71,158 ) - 35,753 - (40,253 ) (1,302 ) (300,797 ) (50,384 ) - - $ (300,797 ) $ (50,384 ) $ (0.00 ) $ (0.00 ) 65,592,829 55,882,829 *$ 221,358 $ - 211,377 - - 55,542 237,862 17,884 - 99,110 - 27,301 17,186 38,707 - 22,000 466,425 260,544 (245,067 ) (260,544 ) (397,106 ) (4,848 ) (294,700 ) (71,158 ) 266,907 35,753 (35,699 ) (460,599 ) (40,253 ) (705,666 ) (300,797 ) - $ (705,666 ) (300,797 ) $ (0.01 ) (0.00 ) 69,038,372 65,592,829 unaudited interimcondensed consolidated financial statements. 4 Shares Common Stock Shares 48,816,162 $ 48,816 $ 2,349,186 $ (2,409,117 ) $ 40,000 $ 28,885 3,000,000 3,000 50,333 (40,000 ) 13,333 2,000,000 2,000 38,000 40,000 6,667 6,667 - - - (154,028 ) - (154,028 ) 53,816,162 $ 53,816 $ 2,444,186 $ (2,563,145 ) - $ (65,143 ) 3,700,000 3,700 127,801 131,501 (50,384 ) (50,384 ) $ 57,516,162 $ 57,516 $ 2,571,987 $ (2,613,529 ) $ - $ (15,974 ) 2,060,000 2,060 90,539 55,000 279,100 300,000 300 45,200 45,500 500,000 500 4,540 5,040 - - 39,194 39,194 60,000 60 1,140 1,200 - - - (463,334 ) - (463,334 ) 60,436,162 $ 60,436 $ 2,752,600 $ (3,026,479 ) $ 55,000 $ (158,443 ) 3,925,000 3,925 170,075 (55,000 ) 119,000 200,000 200 49,800 50,000 110,000 110 21,890 22,000 4,000,000 4,000 76,000 80,000 (4,300,000 ) (4,300 ) 4,300 - (300,797 ) (300,797 ) $ 64,371,162 $ 64,371 $ 3,074,665 $ 3,327,276 $ - $ (188,240 ) *60,436,162 $ 60,436 $ $ 2,752,600 $ (3,026,479 ) $ 55,000 $ (158,443 ) 3,925,000 3,925 170,075 (55,000 ) 119,000 200,000 200 49,800 50,000 110,000 110 21,890 22,000 4,000,000 4,000 76,000 80,000 (4,300,000 ) (4,300 ) 4,300 - (300,798 ) (300,798 ) 64,371,162 $ 64,371 $ $ 3,074,665 $ (3,327,277 ) $ - $ (188,241 ) 1,758,000 1,758 62,242 64,000 1,000,000 1,000 229,000 230,000 220,000 220 4,780 5,000 1,428,571 1,429 98,571 100,000 (419,909 ) (419,909 ) 68,777,733 $ 68,778 - $ - $ 3,469,258 $ (3,747,186 ) $ - $ (209,150 ) 800,000 80,000 80,000 60,372 60,372 (3,100 ) (3,100 ) (1,563,631 ) (1,563,631 ) 68,777,733 $ 68,778 800,000 $ 80,000 $ 3,529,630 $ (5,310,817 ) $ (3,100 ) $ (1,635,509 ) 200,000 200 19,200 19,400 215,051 215,051 507,581 507,581 (1,768,873 ) (1,768,873 ) 68,977,733 68,978 800,000 80,000 4,271,462 (7,079,690 ) (3,100 ) (2,662,350 ) 781,916 782 6678 7,460 98,000 98,000 19,564 19,564 (200,000 ) (200 ) (19,200 ) 21,558 2,158 (705,666 ) (705,666 ) 69,559,649 69,560 800,000 80,000 4,376,504 (7,785,356 ) 18,458 (3,240,835 ) unaudited interimcondensed consolidated financial statements. 5 Three Months Ended December 31, 2018 2017 (Restated and Unaudited) (Restated and Unaudited) $ (300,797 ) $ (50,384 ) 5,351 - 50,000 - 22,000 - 71,158 - (35,753 ) - - (1,397 ) (4,339 ) (10,803 ) (502 ) 1,302 53,713 - (139,229 ) (61,282 ) - - 119,000 131,500 60,000 - 179,000 131,500 39,771 70,218 1,900 5,011 $ 41,671 $ 75,229 $ - $ - $ - $ - *$ (705,666 ) $ (300,797 ) 361,790 5,351 2,158 50,000 - 22,000 - 319,700 71,158 (266,907 ) (35,753 ) 35,699 - (19,719 ) (4,339 ) 35,315 (502 ) - 53,713 83,334 - (154,296 ) (139,229 ) - - - 119,000 144,000 60,000 1,662 - 59,851 - (12,428 ) - 193,085 179,000 38,789 (39,771 ) 14,700 1,900 $ 53,489 $ 41,671 $ - $ - $ - $ - $ 7,460 $ - $ 144,000 $ - unaudited interimcondensed consolidated financial statements. 6 2018 (Restated and as Filed in the Company’s Form S-1/A, Dated March 1, 2019)2019Mineral Mountain Mining & Milling Company and is publicly held. The Company was incorporated for the purpose of mining and exploring for non-ferrous and precious metals, primarily silver, lead and copper. TheUntil April 16, 2019, the Company hashad two wholly owned subsidiaries, Nomadic Gold Mines, Inc., an Alaska corporation, and Lander Gold Mines, Inc., a Wyoming corporation.corporation (the “MMMM Mining Subsidiaries”). On April 16, 2019, the Company divested itself of seventy-five percent of the MMMM Mining Subsidiaries to Aurum, LLC, a newly organized Nevada corporation (“Aurum”) formed by Sheldon Karasik, the Company’s former CEO, for the purpose of entering into the MBO Agreement and operating the Company’s formerly wholly-owned mining subsidiaries. Reference is made tocurrently holds 66 claim blocksfiled a Definitive Information Statement on Schedule 14C for the purpose of implementing the following corporate actions: (i) the increase in Alaska, throughthe authorized shares of common stock from 100 million shares to 900 million shares (the “Authorized Common Stock Share Increase”); and (ii) change the name of the Company from Mineral Mountain Mining & Milling Company to Quad M Solutions, Inc. (the “Name Change”).subsidiary, Nomadic Gold Mines, Inc.2018.2019. In the opinion of management, the unaudited interim financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the three monththree-month period ended December 31, 20182019 are not necessarily indicative of the results that may be expected for the year ending September 30, 2019. (RESTATED)Mineral Mountain Mining & Milling CompanyQuad 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.7 Company’sCompany's 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 these financial instruments, approximates fair value at September 30, 20182019 and December 31, 2018.$5,351$706,066 measured at fair value at December 31, 2018.
2019$ 1,589,022 $ 1,589,022 2018,2019, 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 $3,327,276.$7,785,356. The Company’s working capital deficit is $188,240.future operationstwo wholly-owned subsidiaries, NuAxess and PR345, by potential sales of its common stock and/or by issuing debt securities.securities to institutional investors. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.79.NOTE 3 - RESTATEMENT OF FINANCIAL STATEMENTSIn November 2018, information came to the attention of Company management that led it to investigate whether one of the Company’s property and mineral leases, its Alaska Mineral Lease, qualified for early adoption of ASU No. 2016-02, resulting in the recognition of a right of use asset and lease liability in accordance with ASC 842, was the absolute best accounting practice or whether the scope exception applied and the lease payments should have been expensed as incurred8.
Sales revenues are generally recognized in accordance with the scope exceptionSAB 104 Public Company Guidance, when an agreement exists and price is determinable, the services are rendered, net of ASC 842. Company management concluded on February 14, 2019discounts, returns and notifiedallowance and collectability is reasonably assured. We are often entitled to bill our customers and receive payment from our customers in advance of recognizing the Board that a portion of its financial statements should no longer be relied upon because of an error in such financial statements. Company management further concluded thatrevenue. In the Company could properly early adopt ASC 842, but that we determined the scope exception applied and that it should account for the Alaska Mineral Lease payments as expenses as incurred pursuant to the scope exception of ASC 842. On February 15, 2019, the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), concurred with these conclusions and that the financial statements should be amended to reflect this change, including in the financial statements for the quarter ending December 31, 2018.The Company determined that it had made an error in how it implemented ASU No. 2016-02, Leases as it relates to the Alaska Mineral Lease and Option to Purchase. The ASU-842-10-15 scope exception states that the topic does not apply to “Leases to explore for or use minerals, oil, natural gas, and similar nonregenerative resources. This includes rights to explore for those natural resources and rights to use the landinstances in which those natural resources are contained (that is, unless those rightswe have received payment from our customers in advance of userecognizing revenue, we include more than the right to explore for natural resources), but not equipment used to explore for the natural resources.” The Company believed that there was an infrastructure asset presentamounts in deferred or unearned revenue on the Company’s leased property in the form of unpaved roads and an exclusive right to use that infrastructure pursuant to the terms of the Alaska Mineral Lease that met the requirement that the lease include more that the right to explore for natural resources. Company Management has since determined that this infrastructure asset may not meet that criteria, and as a result the Company has restated the accompanying financial statements to reflect this change.The effects of the adjustments on the Company’s previously issued financial statements for the quarters ended December 31, 2018 and December 31, 2017 are summarized as follows:$ 336,000 $ (336,000 ) $ - $ 176,818 $ (176,818 ) $ - $ 10,000 $ (10,000 ) $ - $ 232,318 $ (232,318 ) $ - $ (2,343,029 ) $ (270,500 ) $ (2,613,529 ) $ - $ - $ - $ 10,000 (10,000 ) - $ 59,082 $ (10,000 ) $ 49,082 $ (2,200 ) $ (8,603 ) $ (10,803 ) 8 $ 336,000 $ (336,000 ) $ - $ 101,498 $ (101,498 ) $ - $ 216,817 $ (216,817 ) $ - $ (3,106,595 ) $ (270,681 ) $ (3,327,276 ) $ - $ - $ - A discussionCompany’s improvements in its disclosure controls and procedures is contained in Item 9Ashares of capital stock of the “Controls and Procedures” sectionMMMM Mining Subsidiaries for cash consideration of $10 plus the assumption by Aurum of all liabilities of the MMMM Mining Sudsidiaries. The Company retained a 25% equity interest in the Company’s Amended Annual ReportMMMM Mining Subsidiaries. Effective on Form 10-K/A for the year ending September 30, 2018.NOTE 4 – MINING CLAIMS AND LAND (RESTATED)Alaska Mineral Lease and Option to PurchaseOn April 5, 2016,15, 2019, the Company signed a Lease Agreement with Option to Purchase thirty contiguous mining claims known as the Caribou Mining Claims consistingdivested 6% of 4,800 acresits equity interest in the StateMMMM Mining Subsidiaries to an unaffiliated third party for nominal consideration in the amount of Alaska. The agreement consists of two parts, an Option$2000, represented by a note payable reducing its equity interest from 25% to Purchase and until such time as19%. Other than its minority equity interest, the Option to Purchase is exercised,Company has no control nor any involvement in the Agreement is considered a lease. This was a related party transaction.Option to PurchaseThe Option to Purchase may be exercised without pre-payment penalty at any time prior to the ninth anniversarymanagement or operations of the effective date of the agreement which would be April 5, 2025 by remitting $5,000,000. In order to maintain the Option to Purchase the Company must make expenditures for work on the property as follows:$ 150,000 250,000 500,000 1,000,000 1,000,000 1,000,000 $ 3,900,000 LeaseIn order to maintain the Option to Purchase the Company shall make the following lease payments.$ 20,000 5,000 10,000 20,000 40,000 70,000 100,000 $ 265,000 0 $ 240,000 0 $ 240,000 0 240,000 9There was additional consideration of 11,200,000 shares of common stock valued at $336,000 recorded as mineral property expense.In addition, under the agreement a royalty equal to two percent (2%) of the net smelter returns derived by the Company shall be payable, without regard to whether the Option to Purchase has been exercised. No royalties have been incurred as of December 31, 2018 or September 30, 2018.On August 17, 2018, the Company agreed to an amendment to Lease Agreement with Option to Purchase, with effect on April 18, 2016, for the Caribouformer MMMM Mining Claims modifying the payment schedules for the lease payments and option to purchase to accommodate the Company’s efforts to secure additional capital investment for the Caribou Mining Claims resulting in significant savings and flexibility to the Company.Lewis Mineral Lease and Option to PurchaseOn December 18, 2017, the Company signed a Lease Agreement with Option to Purchase sixteen unpatented mining claims known as the Lewiston Claims and three patented mining claims known as the Hidden Hand, Morris and Casselton Claims, located in the State of Wyoming. The agreement consists of two parts, an option to purchase and until such time as the Option to Purchase is exercised, the Agreement is considered a lease.Option to PurchaseThe Option to Purchase may be exercised without pre-payment penalty at any time prior to the seventh anniversary of the effective date of the agreement which would be December 18, 2024 by remitting $1,000,000. In order to maintain the Option to Purchase the Company must make six annual payments all of which will be credited to the purchase price beginning on December 18, 2018 and continuing until December 18, 2023.LeaseIn order to maintain the Option to Purchase the Company shall make the following lease payments.$ 20,000 30,000 30,000 30,000 30,000 30,000 30,000 $ 200,000 The parties to the lease amended the payment schedule to indefinitely defer $35,000 in lease payments from the June 18, 2018 and December 18, 2018 payment periods.There was additional consideration of 500,000 warrants to purchase shares of common stock value.In addition, under the agreement a royalty equal to three percent (3%) of the net smelter returns derived by the Company shall be payable, without regard to whether the Option to Purchase has been exercised. No royalties have been incurred as of December 31, 2018.The parties to the lease amended the payment schedule to defer $7,500 in lease payments indefinitely.10Helen G Mineral LeaseOn March 8, 2018, the Company signed a Lease Agreement for three patented mining claims known as the Helen G. (a/k/a Allen G), Mill and Star Lode Claims, located in the State of Wyoming.Under the agreement a royalty shall be paid as follows:·If the monthly average per troy ounce of gold is over $1,500 the royalty shall be 3.5% of net smelter returns.·If the monthly average per troy ounce of gold is greater than $1,400 but less than $1,500, the royalty shall be 3.0% of net smelter returns.·If the monthly average per troy ounce of gold is greater than $1,300 but less than $1,400, the royalty shall be 2.5% of net smelter returns.·If the monthly average per troy ounce of gold is $1,300 or less the royalty shall be 2.0% of net smelter returns.No royalties have been incurred as of December 31, 2018.LeaseIn order to maintain its lease the Company shall make a $2,500 advance royalty payments at execution of the agreement and on each yearly anniversary for as long as the agreement is in effect. These advance royalty payments will be credited to the production royalty payments owed above. The failure of the Company to timely tender the advance royalty payment may terminate this lease.54 – EQUITY PURCHASE AGREEMENT9 67 – CONVERTIBLE DEBTwith Power Up Lending Group Ltd. (“Power Up”)to an institutional investor for the principal sum of $63,000.00, together with interest at 12% per annum, with a maturity date of November 27, 2019.2019 (the “Note”). The Company agreed to pay interest on the unpaid principal balance at the rate of 12%per annum from the date thereof until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment. Power Up has the rightNote was convertible at any time during the period beginning 180 days 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. The conversion price shall be equal to theStock at a Variable Conversion Price, which is equal to 58% multiplied by the Market Price (representing(as defined below), representing a discount rate of 42%), in which Market PricePrice” is defined as the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid $3,000 as a fee which is recorded as a debt discount and being amortized over the life of the loan.note.Note. That amount is recorded as a new contra-note payable amount (similar to the recorded OID and transaction costs and amounts discussed immediately below), but only for an amount not in excess of and thus capped by the otherwise undiscounted amount of the note payable.Note. Because of the derivative nature of the $131,158 valuation of the conversion feature, $71,158 is recorded as an expense in the current period and reported as a loss on issuance of convertible debt.10 11 12 13 14 78 – COMMON AND PREFERRED STOCKdirectorsdirectors’ fees at an exercise price of $0.02 and a term of two years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.02, risk free interest rate of 1.99%, expected life of two years, and expected volatility of 495.28%. The fair value of the warrants totaled $39,194 at the issuance date and this amount was recorded as equity. Also during the period 60,000 options were exercised at a price of $.02 for cash in the amount of $1200.0015 consentholders of M6, the processCompany’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.physical returnconversion of the shares is near completion.2018: 1,000,000 $ 0.05 500,000 $ 0.10 220,000 $ 0.02
Issued and
Unexercised
Price
Date 1,000,000 $ 0.05 500,000 $ 0.10 220,000 $ 0.02 535,714 $ 0.07 4,945,055 $ 0.08 3,333,333 $ 0.02 16 89 – RELATED PARTY TRANSACTIONSand, in the event of demand for payment, a default interest rate of 15% applies. The balance of principal and interest at December 31, 20182019 and September 30, 20182019 was $9,967$9,992 and $9,660,$9,727, respectively.Inc,Inc., entered into a lease agreement with option to purchase with Ben Porterfield, a related party. See Note 4.20182019 and September 30, 20182019 was $57,127$60,073 and $55,342,58,772, respectively, the companies had directors in common until October 31, 2018.ana former officer providesprovided investor relations consulting services and other administrative functions to the Company, $10,000 was paid in cash for consulting during the period ended December 31, 2018, $10,000 was paid in cash for consulting;no such payments were made during the period ended December 31, 2017, $4,5002019.paid in cashbased on the closing price of our Common Stock as of November 5, 2018 of $0.16, the date the issuance was approved by our Board. Sheldon Karasik, as the holder of our Series B Preferred Stock, 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 consulting.12910 – INCOME TAXES (RESTATED)17 20182019 and September 30, 20182019 are as follows:3,327,276 3,026,479 1,031,937 968,769 (1,031,937 ) (968,769 ) - - 7,785,356 7,079,690 1,968,134 1,819,944 (1,968,134 ) (1,819,944 ) - - 20182019 and September 30, 2018,2019, the Company has net operating loss carryforwards of approximately $3,327,276$7,785,356 and $3,026,479$7,079,690 which will begin to expire in the year 2031. The change in the allowance account from September 30, 20182019 to December 31, 20182019 was $63,168.$99,337$68,010 reduction in tax assets to $1,031,937$885,961 from an estimate of $1,131,274$953,971 that the assets would have been using a 35% effective tax rate.1011 – SUBSEQUENT EVENTS (RESTATED)October 1, 2018, the Company entered into an Equity Purchase Agreement, by and between the Company and Crown Bridge Partners, LLC (see Note 4 above for a discussion of this Agreement), and on or about November 27, 2018,January 17, 2020, the Company issued a convertible promissory note with Power Up Lending Group Ltd. (“Power Up”)to an institutional investor for the principal sum of $63,000.00 (see$50.000, together with interest at the rate of 10% per annum with a maturity date of October 11, 2020. If the note is not paid or converted when due, the interest rate shall increase to 22%. The investor has the right at any time which is 180 days following the date of the Note 5 aboveto 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 a Variable Conversion Price which is equal to 50% of the average of the lowest trading price for the Company’s Common Stock during the preceding 30 trading day period prior to the Conversion Date, but in no event will the conversion price exceed $0.02 per share.discussion of this Agreement).Pursuant to a Board of Directors resolution dated November 8, 2018, the Board of Directors authorizedlater date.investigatean 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 21, 2021. If the note is not paid or converted when due, the interest rate shall increase to 24%. The investor has the right at any time following the date of the Note to convert all or any part of the outstanding and negotiate a merger with Newco, two newly formed corporate entities with unrelated businesses. The investigation is continuing and negotiations for a proposed merger have not commenced.Pursuant to a Board of Directors resolution dated December 13, 2018, the Company was authorized to renew the contract with Peter Papasavas of Papasavas Law Group, LLC to act as outside general counsel to provide legal services for a flat fee of one million shares issued upon an agreed upon date and the payment of a retainer in theunpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock at a Variable Conversion Price which is equal to 60% of the lowest closing bid price for the Company’s Common Stock during the preceding 20 trading day period prior to and including the Conversion Date. The Company paid $10,000 in January 2019,original issue discount and an additional nine (9) monthly installmentsfees of $5,000.In November 2018, information came to$2,500 which are recorded as a debt discount and being amortized over the attention of Company management that led it to investigate whether onelife of the Company’s propertyloan.mineral leases, its Alaska Mineral Lease, qualified for early adoption$750 of ASU No. 2016-02, resultingfees into 1,000,000 shares of common stock at a conversion price of $0.0048.the recognitionfees into 1,570,967 shares of common stock at a rightconversion price of use asset and lease liability in accordance with ASC 842, was the absolute best accounting practice or whether the scope exception applied and the lease payments should have been expensed as incurred in accordance with the scope exception of ASC 842. Company management concluded on February 14, 2019 and notified the Board that a portion of its financial statements should no longer be relied upon because of an error in such financial statements. Company management further concluded that the Company could properly early adopt ASC 842, but that we determined the scope exception applied and that it should account for the Alaska Mineral Lease payments as expenses as incurred pursuant to the scope exception of ASC 842. On February 15, 2019, the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), concurred with these conclusions and that the financial statements should be amended to reflect this change, including in the financial statements for the quarter ending December 31, 2019. See Note 3.Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no other material events have occurred that require disclosure. 1318 (Restated) Goals and Objectivescurrently hasMining & Milling Company, an Idaho corporation.19 at two properties,of such entities. Under the Iditarod Gold ProjectMBO Agreement, the Company retained a 25% equity interest in Flat, Alaskathe Mining Subsidiaries and Lewiston,effective on September 15, 2019, the Company sold, transferred and assigned to an unaffiliated third party 6% of its equity interest in Fremont County, Wyoming near the South Pass. FlatMining Subsidiaries to an unaffiliated third party for $1,000, evidenced by a promissory note due on September 30, 2020, reducing the Company’s equity interest in the former Mining Subsidiaries from 25% to 19%.Alaska’s third largest placer gold district. Mineral Mountain, through its wholly owned subsidiary, Nomadic Gold Mines, Inc., has leasesmade to the Company’s Form 8-K and 8-K/A filed with the SEC on thirty claim blocksOctober 22, 2019 and has separately staked thirty-six claims adjacent thereto. AllDecember 2, 2019 reporting the resignations of Sheldon Karasik and Michael Miller as member of the property is on StateBoard of Alaska land.Mineral Mountain also has leases through its wholly owned subsidiary, Lander Gold Mines, Inc., near Lewiston, Wyoming. It has leases on nineteen claim blocks (three patented and sixteen unpatented) and intendsDirectors.stake or acquire additional claims adjacent to or nearby the leased claims. Aside from the three patented claims, the remainder of the leased claims is on land managed by the Bureau of Land Management. The leased claims are within close proximity to a permitted mill available for processing on a per ton basis.The Company’s long-term goals are: (i) to develop both properties; (ii) to position the Company for a possible acquisition by a major mining company; and (iii) to pursue other business opportunities, including actively pursuing mergers and/or acquisitions, both related and unrelated to our existing mining activities with the view of generating cash flow from operations, which our existing mining activities have not accomplished. The short-term goal is to: (i) complete raising funds privately for the immediate development of the Hidden Hand Mine, one of the patented claim blocks the Company leases on the Wyoming property, and (ii) to increase the number of claims under its control. We estimate that the budget for doing so is $1,804,000; $1,573,000 of that would be for development costs and $231,000 of that would be for operating costs. To the extent commercial mineralization is located and exploited, any resulting profits would then be invested in the development of the Iditarod Gold Project. The two year operational budget for that Project is expected to amount to $2,970,000. Three Month Ended December 31, 2018is also actively investigating and evaluating merger opportunities with other companies, including some outsidegenerated no revenues from its former mining operations during the mining area.OverviewMineral Mountain is an early stage mineral exploration company. Our primary expenditures at this stage consist of payment of various governmental fees to maintain the priority of our unpatented mining claims, payment of our debt service, payment of exploration services, payment of accounting and legal fees, and general office expenses.Mineral Mountain's losses for the three monthtwo periods ended December 31, 20182019 and December 31, 2017 were $300,797201. In April 2019, the Company experienced a change in control transaction, as reported in its Forms 8-K filed in March and $50,384, respectively. Mineral Mountain's loss forApril 2019, referenced above, as a result of which it divested 75% of the MMMM Mining Subsidiaries to an entity formed and controlled by the Company’s former CEO and Chairman, Sheldon Karasik. At the same time, the Company commenced operations of its health insurance and employee benefits subsidiaries.month periodmonths ended December 31, 2018 is due primarily2019 the Company received $221,358 in revenue principally from insurance premiums and we incurred $211,377 in expense directly related to operating expensesthis revenue. No such revenue was earned in four categories: general and administrative expenses of $78,591; legal and professional fees of $55,542; officers’ fees of $99,110; and mineral property option expense of $27,301. Mineral Mountain’s loss for the three month period ended December 31, 2017 is due primarily to operating expenses in two categories: general and administrative expenses of $34,757 and professional fees of $14,325.Mineral Mountain's primary, near term business objective is to raise sufficient capital to retain Mineral Mountain's current mineral properties, to explore them and acquire additional projects, and to pay general and administrative expenses. Mineral Mountain had budgeted approximately $450,000 for the year ending 2018 to cover Mineral Mountain's accounting and legal fees and general and administrative expenses. Mineral Mountain also estimates that approximately $500,000 (including lease and claim payments and contractually required work commitments) will be required to fund our operations for the next 12 months assuming minimal exploration activities and excluding the cost of acquisitions.14Mineral Mountain has substantial operational commitments to fund in order to maintain Mineral Mountain's land holdings. This includes work commitments and lease payment obligations of $5,240,000 over the course of eight years to maintain the Lease Agreement and Option to Purchase for the State of Alaska claims previously described in this document.During the fiscal year ended September 30, 2018 and three-month period ended December 31, 2018,2018.related partyconvertible notes payable, issuanceand assignment of convertible debt andfuture receivables. During the three-months ended December 31, 2018 our principal source of liquidity included proceeds from sales of our common stock.stock and proceeds from convertible debt. We intend to use new capital in the form of new equity or debt to further advance our objectives. For the three-month periods ended December 31, 2018 and 2017, netNet cash used by operating activities totaled $154,296 and $139,229 and $61,282, respectively. The change between 2017for the three-months ending December 31, 2019 and 2018, is primarily attributed to the increase in non-cash issuances of common stock for services in 2018 as compared to 2017.respectively. Net cash provided by financing activities totaled $179,000$193,085 and $131,500$179,000 for the three-month periods ending December 31, 20182019 and 2017,2018, respectively. The change between 20172019 and 2018 is primarily attributed to the issuance ofan increase in convertible debt financing and assignment of future receivables in 2019 as compared to 2018. The cash decreasedincreased to $41,671$53,489 at December 31, 20182019 from $75,229$14,700 at December 31, 2017, principally reflecting the net cash used by operations during the period, offset by the sales of common stock and issuance of convertible debt.Because Mineral Mountain does not anticipate earning revenues from mining operations in the foreseeable future, Mineral Mountain has sought additional financing from the public or private debt or equity markets to continue to protect Mineral Mountain’s properties and to continue exploring and acquiring additional projects. There can be no assurance that Premium Exploration, Mr. Ryan, or others will continue to advance funds to Mineral Mountain or that Mineral Mountain's efforts to obtain additional financing will be successful.20 $3,327,276$7,785,356 and $3,026,479$7,079,690 for the three-month periodsperiod ending December 31, 20182019 and year ended September 30, 2018,2019, respectively. TheseNotwithstanding our belief that we will be able to continue to raise capital through the issuance of convertible notes at terms and condition acceptable to the Company, of which there can be no assurance, these factors indicate that we may be unable to continue in existence in the absence of receiving additional funding. In addition to our operating expenses which average approximately $25,000$165,000 per month, management’s plans for the next twelve months include approximately $2,500,000$2.5 million of cash expenditures for exploration activity on the Iditaroddevelopment and Wyoming properties. We believe that we will generate sufficient financing from the Equity Purchase Agreement in order forexpansion of our health insurance and employee benefits business operations. While there can be no assurance, the Company to continue to operate based on current expense projections. Nevertheless, we are unable to provide assurancesbelieves that it will be successful inable 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 sufficient sourcestheir employees with multiple levels of capital. If we fail to raise the necessary funds to continue operations we might be required to significantly reduce the scope or completely cease our operations.Results of OperationsFor the Three Months Ended December 31, 2018 compared with the Three Months Ended December 31, 2017Net LossNet loss for the three months ended December 31, 2018 was $300,797 compared to net loss of $50,384 for the three months ended December 31, 2017.Operating expenses of $260,544 for the three months ended December 31, 2018 included generalbenefits including major medical health insurance, as well as providing financial and administrative fees of $78,591, professional fees of $55,542, officers’ fees of $99,110 and mineral property expense of $27,301. Operating expenses of $59,082 for the three months ended December 31, 2017 consist of general and administrative fees of $34,757 and professional fees of $14,325.RevenuesWe recorded no revenues for either the three months ended December 31, 2018 or the three months ended December 31, 2017.Although we continue to engage in negotiations regarding mineral leasing arrangements, pursue a carefully focused development program, and conduct other activities intended to eventually produce operational revenue in the future, no revenue was recognizable for the periods presented.General and Administrative ExpensesTotal general and administrative expenses increased to $78,591 for the three months ended December 31, 2018 compared to $44,757 for the three months ended December 31, 2017.15Liquidity and Capital ResourcesOur current assets were $41,671 at December 31, 2018. Working capital was a negative $188,240 as of December 31, 2018. We believe we have the ability to manage our expenses while we invest in growing our top line and therefore believe that the Company's cash and cash equivalents are sufficient to meet our liquidity needs for at least the next twelve months from the issuance date of this filing.Cash used in operating activities was approximately $139,229 for three months ended December 31, 2018, as compared to $51,282 for the three months ended December 31, 2017. Cash provided by financing activities was approximately $179,000 for the three months ended December 31, 2018 compared to $131,500 for the three months ended December 31, 2017.2018,2019, we have contractual obligations relating to debt or anticipated debt, as follows:On or about November 27, 2018, the Company issuedconvertible promissory note with Power Up Lending Group Ltd. (“Power Up”) for the principal sumlisting of $63,000.00, together with interest, with a maturity date of November 27, 2019. The Company agreed to pay interest on the unpaid principal balance at the rate of 12%per annum from the date thereof until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment. Power Up has the right at any time during the period beginning 180 days 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. The conversion price shall be equal to the Variable Conversion Price, which is 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. The Company paid a fee of $3,000 related to the convertible debt which is recorded as debt discount and will be amortized over the life of the note.$ 75,000 95,760 225,000 33,333 50,000 68,000 110,000 66,000 59,400 96,816 94,000 112,500 55,000 50,000 $ 1,190,809 21 15,000 15,000 35,000 35,000 7,000 7,000 $ 57,000 $ 57,000 1615,000 15,000 35,000 35,000 7,000 7,000 $ 57,000 $ 57,000 300,000300,000,000 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 and, in the event of demand for payment, a default interest rate of 15% applies. Thethe balance of principal and interest at December 31, 20182019 was $9,967.We borrowed $50,000 in$9,992. The loans from Premium Exploration. This amount bearsExploration bear interest at a rate between 5% and 10% per annum. Pursuant to the terms of the loan agreements, interest on the unpaid balance increasedincrease from 5% to 10% for the $35,000 note on August 2, 2018 and interest increased from 5% to 10% for the $15,000 note on September 27, 2018. The outstanding principal and interest are due, upon demand of payment byof Premium Exploration, on July 1, 2019. The outstanding principal will continue to earn 10% interest if demand for payment is not made on July 1, 2019 or in the event of default pursuant to the terms of the agreements. Theagreements the balance of principal and interest at December 31, 20182019 was $54,895.Dividend PolicyWe 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.preparationmanagement of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affectCompany assessed the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions. The Company’s significant estimates and assumptions include stock-based compensation, the valuation allowance related to the Company’s deferred tax assets revenue recognition, and establishing the fair value of its investments.Correction of an ErrorIn November 2018, information came to the attention of Company management that led it to investigate whether oneeffectiveness of the Company’s propertyinternal 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 three months ended December 31, 2019 our internal controls and mineral leases, its Alaska Mineral Lease, qualified for early adoption of ASU No. 2016-02, resultingprocedures require additional improvement due to deficiencies in the recognitiondesign or operation of the Company’s internal controls. Management identified the following areas of improvement in internal controls over financial reporting:rightwritten internal control procedurals manual does not meet the requirements of use assetthe SEC or good internal controls.lease liabilityaccess to a centralized location for current and historical business records.accordance with ASC 842, was the absolute best accounting practice or whether the scope exception appliedInternal Control over Financial Reportingthe payments shouldthere have been expensedno significant changes in our internal controls or in other factors that could significantly affect those controls as incurred in accordance with the scope exception of ASC 842.December 31, 2019.22 management concluded onreceived letter notice dated February 14, 2019 and notified the Board2020 from counsel to Sheldon Karasik, a former director, stating that a portion of its financial statements should no longer be relied upon because of a possible error in such financial statements. Company management further concludedtheir belief that the Company could properly early adopt ASC 842, but that we determined the scope exception applied and that it should account for the Alaska Mineral Lease payments as expenses as incurred pursuant. On February 15, 2019, the Company’s independent registered public accounting firm, Fruci & Associates II, PLLCowes additional monies to Mr. Karasik or Aurum LLC, a newly formed entity controlled by Mr. Karasik (“Fruci”Aurum”), concurred with these conclusions and that the financial statements should be restated and amended to reflect this change.The Company determined that it had made a possible error in how it implemented ASU No. 2016-02, Leases as it relates to the Alaska Mineral Lease and Option to Purchase. The ASU-842-10-15 scope exception states that the topic does not apply to “Leases to explore for or use minerals, oil, natural gas, and similar nonregenerative resources. This includes rights to explore for those natural resources and rights to use the land in which those natural resources are contained (that is, unless those rights of use include more than the right to explore for natural resources), but not equipment used to explore for the natural resources”. The Company believed that there was an infrastructure asset present on the Company’s leased property in the form of unpaved roads and an exclusive right to use that infrastructure pursuant to the terms of the Alaska Mineral Lease that met the requirement that the lease include more that the right to explore for natural resources. Company Management has since determined that this infrastructure asset may not meet that criteria, and, as a result, the Company should renegotiate certain terms in the Share Exchange and Assignment Agreement dated April 16, 2019, attached as Exhibit 99.4 to the Company’s Form 8-K filed with the SEC on April 24, 2019, in connection with a change in control transaction (the “MBO Agreement”). Pursuant to the MBO Agreement with Mr. Karasik, the Company transferred and assigned 75% of the Company’s former Mining Subsidiaries to Aurum LLC, a newly formed entity controlled by Mr. Karasik, for $10 plus the assumption by Aurum of the liabilities of the Company’s former wholly-owned Mining Subsidiaries. The Company believes that it has restatedmeritorious defenses to any claims by Mr. Karasik and Aurum and, indeed, has affirmative defenses in connection with any such claims. The Company believes that there will be no material adverse consequences in connection with any claims by or on behalf of Mr. Karasik.accompanyingMBO Agreement, the Company retained a 25% equity interest in the Mining Subsidiaries and effective on September 15, 2019, the Company sold, transferred and assigned to an unaffiliated third party 6% of its 25% equity interest in the Mining Subsidiaries to an unaffiliated third party for $1,000, evidenced by a promissory note due on September 30, 2020, reducing the Company’s equity interest to 19% in the former Mining Subsidiaries.to reflect this change (See Note 3for the years ended September 30, 2019 and 2018 and the interim financial statements for the three months ended December 31, 2019 and 2018; (ii) fully-updating the disclosure of the accompanying Financial Statements for a summary ofCompany’s new business operations contained in the changes toCompany’s Form 10-K filed with the financial statements).Recent DevelopmentsInSEC on January 16, 2020; (iii) disclosing the year since Mr. Karasik has taken over as CEO and Chairman,fact that the Company has made significant strides forward. An advantageous lease was executed forno involvement in the Gyorvary Property,operations of the Company acquired through its wholly owned subsidiary additional claimsformer wholly-owned Mining Subsidiaries; and (iv) disclosure of new management and risk factors related to the new business operations, among other material information.23 Lewiston, Wyoming site andtime of sale, at varying prices, or at negotiated prices. While we will not receive any proceeds from the lease forsale of the Alaska Property was amended so asshares of our Common Stock by CBP, we will receive proceeds from our initial sale of shares to reduceCBP pursuant to the financial burdenEquity Financing Agreement. We will sell shares to CBP at a price equal to 75% of the lesser of (1) the lowest traded price of our Common Stock during the fifteen (15) consecutive trading day period beginning on the Company, including reducingdate on which we deliver a put notice to CBP (the “Market Price”) or (2) the Company’s financial obligations as tolowest traded price of our Common Stock during the Iditarod Gold Project by $160,000 forfifteen (15) consecutive trading day period following the 2018 calendar year. The Company is actively pursuingClearing Date of the stakingput notice (“Valuation Price”). There will be a minimum of additional property adjacent to the Gyorvary Property. Significantly, the Company’s financial obligations for calendar year 2018 have been substantially reduced from what they were in the audited period. The Company has also improved its position in part by raising, during Mr. Karasik’s brief tenure, more than $400,000 in an ongoing private offering, securing an equity line of credit through the Equity Purchase Agreement and getting the Company listed on the OTCQB exchange. 1724 of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Reportreport to be signed on its behalf by the undersigned, thereunto duly authorized.SignatureCapacityDateSheldon KarasikPasquale DileoChairman and Director (Principal Executive OfficerMarch 6, 2019Sheldon KarasikPrincipal Accounting Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.SignatureCapacityDate/s/ Sheldon KarasikChief Executive Officer, Chairman and Director (Principal ExecutiveMarch 6, 2019Sheldon KarasikOfficer, Principal Financial/Accounting Officer)SignatureCapacityDate/s/ Felix KellerDirectorMarch 6, 2019Felix KellerSignatureCapacityDate/s/ Michael S. MillerDirectorMarch 6, 2019Michael S. Miller 18