UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

  

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): May 15, 2020

 

Commission file number: 1-03319

 

Quad M Solutions, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Idaho

 

82-0144710

(State or Other Jurisdiction

of Incorporation of Organization)

 

(I.R.S. Employer

Identification Number)

 

122 Dickinson Avenue, Toms River, NJ

 

08753

(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 x

 

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., a Nevada corporation, (the “Company” or “Registrant”) is filing this Current Report on Form 8-K to report its reliance on the order of the U.S. Securities and Exchange Commission (the “Commission”) issued on March 4, 2020 (the “Order”) in connection with the Company’s Quarterly Report on Form 10-Q for the period-ended March 31, 2020, which Order was supplemented and updated on March 25, 2020, as set forth below.

  

On March 4, 2020, the Commission issued an Order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”), which was supplemented by Release No. 34-88465 dated March 25, 2020. Pursuant to the Order, as supplemented on March 25, 2020, the Commission stated, in relevant part, as follows: “(a) [If] The registrant . . . is unable to meet a filing deadline due to circumstances related to COVID-19; (b) Any registrant relying on this Order furnishes to the Commission a Form 8-K . . . by the later of March 16 or original filing deadline of the report [March 30, 2020] stating:(1) that it is relying on this Order; (2) [and files] a brief description of the reasons why it could not file such report, schedule or form on a timely basis; (3) [and discloses] the estimated date by which the report, schedule, or form is expected to be filed; 4 (4) if appropriate, a risk factor explaining, if material, the impact of COVID-19 on its business; and [if applicable] (5) if the reason the subject report cannot be filed timely relates to the inability of any person, other than the registrant, to furnish any required opinion, report or certification, the Form 8-K shall have attached as an exhibit a statement signed by such person stating the specific reasons why such person is unable to furnish the required opinion, report or certification on or before the date such report must be filed. (c) The registrant or any person required to make any filings with respect to such a registrant files with the Commission any report, schedule, or form required to be filed no later than 45 days after the original due date; and (d) In any report, schedule or form filed by the applicable deadline pursuant to paragraph (c) above, the registrant must disclose that it is relying on this Order and state the reasons why it could not file such report, schedule or form on a timely basis.”

 

As a result of the travel and work restrictions stemming from the COVID-19 pandemic, the Company is unable to obtain all of the necessary financial records that it needs to permit the Company to finish the internal and external review process in order to file a timely and accurate Quarterly Report on Form 10-Q for the period-ended March 31, 2020 by the prescribed date of May 15, 2020, or by the extended date of May 20, 2020, even if the Company files for an extension on Form 12b-25.

 

In addition, we plan on including in our Quarterly Report on Form 10-Q a separate risk factor under “Management’s Discussion and Analysis” regarding the potential and actual impact on our business and operations, as a result of the growing presence and impact of the COVID-19 pandemic. The substance of the new risk factor disclosure is still in preparation as we evaluate the various governmental and non-governmental reports about business and banking closures in New Jersey where the Company is located and the United States where the Company’s operations are conducted, including the fact that the State of New Jersey, as a precaution and as a result of the growing COVID-19 pandemic within the State, has ordered and the Company has directed its key employees to work from home to the greatest extent possible, implementing self-confinement even if not showing any COVID-19 symptoms.

 

Accordingly, in reliance upon the Order dated March 4, 2020, Release No. 34-88465, supplemented by Release No. 34-88465 dated March 25, 2020, the Company expects to file its Quarterly Report on Form 10-Q on or before 45 days from the original filing deadline of March 30, 2020, which will include an appropriate Risk Factor disclosure on the potential and actual impact of COVID-19 on the Company.

 

 

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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.

 

  Quad M Solutions, Inc.
     
Dated: May 21, 2020 By: /s/ Pasquale (Pat) Dileo

 

Name:

Pasquale (Pat) Dileo  
  Title: Chief Executive Officer  

 

 

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