UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, Zip Code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| 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 (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No
The number of shares outstanding of each of the issuer’s classes of common stock, as of May 19, 2025 is as follows:
| Class of Securities | Shares Outstanding | |
| Common Stock, $ par value |
NEXT-ChemX Corporation
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2024
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | F-3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 5 |
| Item 4. | Controls and Procedures | 5 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 7 |
| Item 1A. | Risk Factors | 8 |
| Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 8 |
| Item 3. | Defaults Upon Senior Securities | 8 |
| Item 4. | Mine Safety Disclosures | 8 |
| Item 5. | Other Information | 8 |
| Item 6. | Exhibits | 8 |
| Signatures | 9 | |
| 2 |
NEXT-CHEMX CORPORATION
INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
Table of Contents
| F-1 |
PART I
FINANCIAL INFORMATION
Important Notice: Deficient Report
The financial statements that form part of the present Quarterly Report on Form 10-Q for the period covering the first quarter of 2025 (the “2025 10-Q”) have not been reviewed by a registered public accounting firm, this filing must therefore be considered as substantially deficient. On May 3, 2024, the Company was made aware that its long standing auditors, BF Borgers CPA PC, had been denied the privilege of appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. The Company appointed a new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates”) to replace Borgers. Due to a vastly increased workload, however, Fruci & Associates were unable to bring the Company’s reporting up to date during 2024. On April 28, 2025, the Company refiled its 2023 Annual Report on Form 10-K/A with the financial statements fully audited by Fruci & Associates. Any changes made in the refiled 2023 10-K/A were then incorporated into the Company’s unaudited Annual Report on Form 10-K for the year ending 2024 filed on April 30, 2025 and into this present Report that is not reviewed. Both the 2024 10-K report and this present quarterly report have not been either audited or reviewed due to time constraints. Attention is drawn to the fact that the Company’s quarterly financial statements for the year 2024 remain unreviewed by the Company’s auditors. The present deficiency is entirely due to circumstances beyond the control of the Company.
The Company has no reason to believe that this present 2025 first quarter 10-Q cannot be relied upon because of an error in the financial statements. The Company continues to with Fruci & Associates to carry out the necessary auditing and reviews that will bring the Company’s reporting up to date and in full compliance, and will make every effort to support Fruci & Associates achieving this as soon as possible.
| F-2 |
ITEM 1. FINANCIAL STATEMENTS.
NEXT-ChemX Corporation
Condensed Balance Sheets
(Unaudited)
(Not Reviewed)
| NOT REVIEWED March 31, | NOT REVIEWED December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Financial Assets | ||||||||
| Prepaid expense and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible asset, net | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Other Current Liabilities | ||||||||
| Loan payable | ||||||||
| Due to related party | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities: | ||||||||
| Notes payable | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $ par value, shares authorized; Series A | ||||||||
| Series F Preferred stock issued and outstanding as of December 31, 2024 | ||||||||
| Common stock, $ par value, shares authorized, issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-3 |
NEXT-ChemX Corporation
Condensed Statements of Operations
(Unaudited)
(Not Reviewed)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| NOT REVIEWED 2025 | NOT REVIEWED 2024 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ||||||||
| Salaries and Employee Benefits | ||||||||
| Professional fees and contractors | ||||||||
| Depreciation and amortization | ||||||||
| Other Operating Expense | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other Income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Net gain (loss) per common share: Basic and diluted | $ | ) | $ | |||||
| Weighted average number of common shares outstanding: Basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-4 |
NEXT-ChemX Corporation
Condensed Statement of Changes in Stockholders’ Equity (Deficit)
(Unaudited)
(Not Reviewed)
For the Three Months Ended March 31, 2025
| Preferred Stocks | Common Stock | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | ( | ) | ( | |||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the Three Months Ended March 31, 2024
| Common Stock | Additional Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
Shares NOT REVIEWED |
Amount NOT REVIEWED |
Capital NOT REVIEWED |
Deficit NOT REVIEWED |
Deficit NOT REVIEWED |
||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||
| Balance March 31, 2024 | $ | $ | ( |
) | $ | ( |
) | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
NEXT-ChemX Corporation
Condensed Statements of Cash Flows
(Unaudited)
(Not Reviewed)
| For the nine months ended | ||||||||
| March 31, | ||||||||
2025 NOT REVIEWED | 2024 NOT REVIEWED | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income(loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Other income received in form Shares of Stocks | ||||||||
| Unrealized loss on trading securities | ( | ) | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Related Party Advances | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | ||||||||
| Net cash provided by (used in) investing activities | ||||||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from the Stock Issuance of Common Stocks | ||||||||
| Proceeds from convertible notes payable - related party | ||||||||
| Net proceeds from convertible notes payable | ||||||||
| Net proceeds from loan payable | ||||||||
| Repayment of notes payable | ||||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of year | ||||||||
| Cash, end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Cash paid during the period for: | ||||||||
| Income tax | $ | $ | ||||||
| Interest | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Common Stock issued on Conversion of 3rd party loan | $ | $ | ||||||
| Common stock issued on conversion of related party notes payable and accrued interest | $ | $ | ||||||
| Stock issued on 3rd Party as other expense | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-6 |
NEXT-ChemX Corporation
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2025
not reviewed
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (the “Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014, and has adopted a December 31 fiscal year end. The Company trades on the OTC market (Pink Sheet) under the symbol “CHMX”. On December 23, 2021, the Company filed SEC Form 8 A12G becoming a mandatory filer and has since complied with all reporting requirements of the Securities Exchange Commission as a reporting issuer.
Since April 2021, following a complete change of the Company’s shareholders, management, assets and strategy, the business of the Company became the commercialization of a novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”) as further described in Note 5 below. The iTDE Technology is embodied in certain patents and patent applications as well as proprietary knowledge.
The primary focus of the Company is the commercial launch of its iTDE Technology in a scalable system and cost-effective system, that may be deployed remotely to customer locations. The Company’s technology, when fully tested and implemented, is expected to enable the commercial extraction of lithium from natural brines and geothermal sources as well as liquors from leached mined ore solutions. In addition, during the first quarter, management began to focus on developing two or three other targeted systems for the mining of metals as well as water treatment systems and recycling.
Potential future commercial applications for the iTDE Technology include, but are not limited to:
| ● | Extracting Fatty Acids from Vegetable Oils for More Economical Refining; | |
| ● | Extracting of Radioactive Ions from Nuclear Plant Stored Water; | |
| ● | Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings; and | |
| ● | Desalination of Sea Water, by Extracting Ions for Water Purification |
During the first quarter of 2025, the Company has continued to manage the construction of the first of two pilot plant systems that will form the basis of its ongoing commercialization efforts by demonstrating the scalability of the system for commercial purposes. This will be done by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capabilities commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium.
The smaller system was designed to facilitate work on refinement of the basic iTDE system by enabling changes to sensor types and positions as well as adaptations to its other relevant systems. It is expected this will contribute to improvements in efficiency and assist in the modelling of the process for commercial implementation, enabling changes that will reduce the cost and improve the economics of the process. The inherent flexibility of the design also allows the Company to conduct its research into the extraction of other elements thereby to exploring the commercial viability of the extraction of other elements.
The first system is nearing completion during the first quarter of this year.
| F-7 |
The Company anticipates first running extraction tests on brine solutions mixed with controlled defined quantities of elements that approximate the naturally occurring brines of potential customers. The Company has already received brine samples from Clontarf Energy plc (“Clontarf”), a UK AIM listed company with whom the Company concluded an agreement to iTDE Technology in Bolivia through a jointly established commercial venture. The composition of these brines will be the basis for modeling these controlled samples. This initial calibration of the system will be done by making synthetic brines based upon analytical data received from the Bolivian State Lithium Company and should provide a basis for better testing with actual brines. We expect large container sized sample of actual brines to arrive in India in or about October of 2024 for testing in our pilot plant system.
We have also engaged with another Indian company to test the effectiveness of their nano-filtration system to use in front of our pilot plant system to remove significant amounts of divalent ions, such as magnesium and calcium, without the use of any chemicals. This may make our complete system more economical in challenging remote areas such as our project with Clontarf in Bolivia.
Due to a lack of funding, the Company has scaled back its intellectual property protection strategy in the near term.
NOTE 2 – GOING CONCERN
The Company has incurred losses since its
inception on August 13, 2014, resulting in an accumulated deficit of $
As of March 31, 2024, the Company had an accumulated
deficit of $
Further losses are anticipated in the development of its business.
Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success and timing of the Company’s development efforts and its efforts to raise capital in a timely fashion as required to pursue such development in an optimal manner. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. Moreover, the reliance of the Company on short term debt (one to two years) to fund the Company’s business necessitates the constant need to extend or refinance such debt. While the lenders are shareholders and have historically agreed always to extend the debt, there can be no assurance that the shareholders will continue to extend such support.
As the pilot development approaches its completion, the need for funding of operating costs will increase putting a further strain on the business. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
The ability to continue as a going concern is dependent not only on the Company’s ability to raise financing sufficient to complete its technology commercialization plan, but also its ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, supplemented by loans from related parties, the reorganization of part of portions of its debt into equity, and when business progress is made, with a private placement of common stock either directly or as a convertible debt offering. However, there can be no assurances that management’s plans will be successful.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be viewed in conjunction with the audited financial statements of the Company for the year ended December 31, 2023 together with the unaudited financial statements for the year ended December 31, 2024.
| F-8 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could and will differ from those estimates.
Intangible asset
The iTDE Technology is classified as a finite intangible asset by the Company based on the patents already filed to protect the technology.
Revenue Recognition
The Company utilizes a five-step process when assessing the recognition of revenue from contractual obligations.
| (i) | Identification of the type and binding nature of the contract as well as an identification and assessment of the goods and services undertaken with specific reference to the intangible nature of the intellectual property rights sold; | |
| (ii) | Identification of specific performance obligations within the overall contract that are distinct. | |
| (iii) | Determination of the specific price or value of the specific performance obligation. | |
| (iv) | Allocation of the transaction price or value of a specific performance obligation; and | |
| (v) | Determination of the moment the obligation undertaken is delivered or performance is satisfied. |
NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets amounted
to $
NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of March 31, 2025, and December 31, 2024, accounts payable and accrued liabilities consisted of as follows:
| March 31, | December 31 | |||||||
| 2025 | 2024 | |||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued payroll | ||||||||
| Accrued interest | ||||||||
| Total | $ | $ | ||||||
| F-9 |
As at March 31, 2025, the Company debt payable to shareholders during fiscal 2025, unless such debt is extended beyond fiscal 2025, is due as follows:
| Period | Aggregate of Loan Amounts Falling | Due Number of Loans Falling Due | Anticipated Interest Amount Payable at Maturity | |||||||||
| $ | $ | |||||||||||
The majority of such loans outstanding to shareholders ($) will fall due in fiscal year 2026.
On February 29, 2024, the Company concluded a total
of seven agreements with its senior employees, consultants, and third-party professionals and with one former employee.
The agreements further provide for each signatory
with the Company to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any
time at the lower of
Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Execution Date.
These agreements shall only enter into force on the first date following February 29, 2024 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2024, the agreements all become void.
As of March 31, 2025, none of these agreements had entered into force.
NOTE 6 – CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS
During the three months ended March 31, 2025, the
Company issued one convertible note with aggregate amount of $
As of March 31, 2025, the Company had nine outstanding
loans with an aggregate value of $
During the three months ended March 31, 2025, the
Company recognized interest expense on its loans and convertible notes of $
| F-10 |
NOTE 7 – RELATED PARTY TRANSACTIONS
The Company continues to rely on advances from related parties in support of its operations and cash requirements are expected to continue until such time as the Company can support itself or attain adequate financing through sales of equity or debt financing. Most of this support took the form of the nonpayment of all or a portion of salary payments to senior Directors, Officers, consultants, and employees, effectively constituting a deferred debt payment to such persons.
As of March 31, 2025, Directors, Officers and employees,
including certain full-time consultants, were owed a total of $
On March 31, 2025, the following Directors and officers were owed the following amounts:
| Name | Title | Amount owing ($) | Accumulated Leave ($) | Total Liability ($) | ||||||||||
| Benton Wilcoxon | ||||||||||||||
| John Michel Johnson | ||||||||||||||
| Total Liability: | ||||||||||||||
All the above Directors, Officers,
employees, consultants and professionals owed remuneration and expenses by the Company are considered important to the
Company’s operations and business. The Company holds agreements on the deferral of debt with seven of the above that will
enter into force under certain conditions whereby the shareholder debtors agree to convert their debt into equity. Two consultants
owed a total of $
NOTE 8 – VALUE OF FINANCIAL INSTRUMENTS
As of March 31, 2025, the Company holds certain shares
in the AIM publicly traded company Clontarf Energy plc. The table below sets forth the fair market value of the shareholding based on
the closing price for the shares on the AIM market. As at March 31, 2025, the market price for Clontarf shares was GBP, putting
the Fair Value of the Investment at $
The Company recognized a loss of $
From the acquisition Date to period cover March 31, 2025, FMV
| Date | Number of Shares | Market Price | Exchange Rate | Amount in USD | ||||||||||||||
| Acquisition Date | GBP | |||||||||||||||||
| Period End | GBP | |||||||||||||||||
| Unrealized Loss | ( | ) | ||||||||||||||||
Three month covering the period January to March 31, 2025, FMV
| Date | Number of Shares | Market Price | Exchange Rate | Amount in USD | ||||||||||||
| Year end | GBP | |||||||||||||||
| Period End | GBP | |||||||||||||||
| Unrealized Gain | ||||||||||||||||
| F-11 |
NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)
The Company is authorized to issue shares of common stock with a par value of $ and shares of preferred stock with a par value of $. There was preferred stock issued and outstanding as of March 31, 2024.
On March 31, 2025, there were shares of common stock outstanding.
During the three months ended March 31, 2025, the Company issued shares of common stock.
During the three months ended March 31, 2025, the Company issued options under the Company’s 2021 Stock Incentive Plan (the “Plan”).
During the three months ended March 31, 2025, the Company issued convertible debt exchangeable into shares of common stock.
NOTE 10 – SUBSEQUENT EVENTS
The seven agreements signed on February 29, 2024, by the Company with its senior employees, consultants, and third-party professionals as well as with a former employee under which certain provisions were agreed to defer the debts owing to such persons became invalid on May 30, 2024.
| F-12 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Caution Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Overview
The Company was organized on August 13, 2014, as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes. The Company’s registered address is 3773 Howard Hughes Pkwy STE 500S, Las Vegas, NV, 89169, USA, and its principal office is located at 1980 Festival Plaza Drive, Summerlin South, 300, Las Vegas, NV 89135.
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011, and has less than $1 billion of total annual gross revenues during last completed fiscal year.
Overview of the Business
Since April 27, 2021, the Company has changed its business entirely with the acquisition of intellectual property assets related to a novel membrane-based ion extraction process (“iTDE Technology”), which is able to extract ions exiting in low concentrations from liquid solutions. The iTDE Technology is now being used in laboratory pilot testing to enable the Company to produce its first commercial prototypes using the novel the Extraction method. The iTDE Technology allows for the removal of ions from solution: without concentration by evaporation (significantly preserving the water resources); without pressure or additional heating (reducing energy costs); and targets the specific ions to be extracted (reducing the need for further operations and increasing the potential for the sale of other ions present in the solution). Because of the reduced interference with the environment, the lower energy costs, and the lack of a need for large evaporation ponds, management considers the iTDE Technology to be more environmentally friendly and sustainable when compared to alternatives.
The iTDE Technology has been shown effective when extracting lithium from brine solutions or mine leach solutions, and to have significant potential in the following applications: extracting fatty acids from vegetable oils as a superior refining process; extracting glycerides from biodiesel as a superior purification process; extracting radioactive ions from nuclear waste waters; extracting specific metal ions from mine leach solutions and waste effluents; and to remove salts from seawater for desalination, among other things.
| 3 |
Currently, the primary focus of the business is on completion of the first of two pilot plants embodying the iTDE Technology system that will enable the demonstration of the extraction system for the extraction of lithium, calcium, magnesium, boron, and certain other elements. The first system will provide greater flexibility to optimize and extend the reach of the process, allowing for replacement of sensor systems and variation of process parameters. It is anticipated that this pilot plant will not only demonstrate the system and its ability to target lithium using naturally occurring brines and liquors (solutions of crushed ores) but also provide a platform to optimize the extraction process and extend the extraction to other elements. The first pilot plant will enable the Company to establish the percentage level of extraction including the purity of the extracted elements and the chemical form of the extracted elements. This will give a clear indication of the economics of the process.
A second pilot plant system is planned to use the experience from the first pilot plant to improve the current design enabling higher throughputs and a better processing ability for marketing purposes.
The Company believes it has the ability of the system to scale up due to its modular configuration: adding more units increases the extraction potential. It is anticipated following successful completion and trial and calibration of the iTDE System pilot plant, the Company will launch the commercial testing and deployment of its system that will enable the commercial deployment of the system.
Results of Operations
The following table summarizes the results of our operations during the three months ended March 31, 2025, and 2024, respectively:
| Three Months Ended | ||||||||||||
| March 31 | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Operating expenses | 414,762 | 519,581 | (104,819 | ) | ||||||||
| Other (Income) expense | 51,164 | 36,827 | 14,337 | |||||||||
| Net profit (loss) | (465,927 | ) | (556,408 | ) | (90,481 | ) | ||||||
| Profit (Loss) per share of common stock | (0.02 | ) | (0.02 | ) | - | |||||||
During the first quarter of 2025, the Company continued to operate without revenues. Management continued to keep operating costs to the minimum with a slight decrease when compared to the same period of 2024. The largest reduction resulted from the decision not to carry forward and accumulate leave not taken during 2025, this resulted in a decrease of $90,481 for the quarter as no untaken leave was accrued. A reduction in direct employment was largely offset by an increase in consulting fees as the loss of employees led to the need to contract advice and work. There was a slight increase in the value of the value of the shares held by the Company in Clontarf, but broadly the expenses remained the same with the exception of legal fees required to examine the actions by a third party that had a materially disruptive effect on the Company’s business, increased travel expenses associated with operating in India and business in Turkey. Finally, the Company included amortization expense of $37,446 on its intangible asset that was booked in the financial statements filed on the 2023 Form 10-K/A and 2024 Form 10-K but was not recorded in the quarterly financial statements filed for the first quarter of 2024. These latter statements are expected to be refiled once a review has been conducted by the Company’s Auditors.
Liquidity and Capital Resources
As of March 31, 2025, we had total current assets of $664,885 and an accumulated deficit of $8,792,362.
Our operating activities used $206,935 in cash for the three months ended March 31, 2025, while our operations used $292,688 cash in the three months ended March 31, 2024. During the period, the Company has continued to focus attention on the work necessary to complete its pilot plants currently underway in India. Strategically it is considered necessary to complete the pilot plants to enable the Company to move to the next stage of its marketing plan: to demonstrate the system and its extraction economics to potential users. The Company currently has several companies interested in evaluating the system using their brines and these tests will consume a considerable amount of time once the pilot plants are ready to process. Management considers it preferable to focus on this work, and this has led to an overall reduction in expenses prior to reengaging in other activities.
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Our cash requirements continue to be primarily for the manufacture of the iTDE System pilot plant with the purchase of equipment, materials, and operating expenses for the development of pilot plant systems, payroll, intellectual and other expenses. During fiscal 2025, provided funding is available, the Company plans to open new corporate offices with the organization of an initial production facility set for fiscal 2026 based on the results of the Pilot Plant trials.
Historically we have depended on investment from our principal shareholders and their affiliated companies to provide us with working capital as required as well as the forbearance of our employees and consultants to forgo all or part of their contracted salaries. There is no guarantee that such funding or other sources of funding will be available when required and there can be no assurance that our stockholders and employees, or any of them, will continue making loans or advances to us in the future.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.
Seasonality
Our operating results are not affected by seasonality.
Inflation
The Company has in the past used funding from debt convertible equity as its primary source of funding. In the event of a high inflationary environment, this method of funding may become more expensive and may be less readily available. Our core business and operating results are not affected in any material way by inflation.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and assumptions and are critical to our results of operations and financial position. Our critical accounting estimates are discussed in Note 2 to our unaudited financial statements contained herein.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4 - Controls and Procedures
Disclosure of Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Such information is accumulated and communicated to the Company’s management, including the Company’s chief executive officer (who is the Company’s principal executive officer) and the Company’s President (who is the Company’s chief operating officer) as well as its Financial Officer (the Company’s principal financial officer) to allow for timely decisions regarding required disclosure. At present one person combines the roles of President and Chief Financial Officer. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company’s disclosure controls and procedures was due to material weaknesses identified in the Company’s internal control over financial reporting, described below.
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Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. To evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company’s principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
Based on this evaluation, the Company’s management concluded its internal control over financial reporting, while significantly improved, was still not effective as of March 31, 2024.
Changes in Internal Control Over Financial Reporting
Principal financial controls are managed by the Company’s controller who maintains the accounts under the supervision of the President and Financial Officer. At present the Company still relies on advances by officers and employees using their own means of payment to fund the Company, these are then repaid (or accumulated as debt) against an accounting of such expenses. The Company plans to issue its own means of payment in the future that would improve efficiency and transparency. The Company changed its bankers during the third quarter 2023. While we believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any Company have been detected, the Company continues to improve its control environment with a view to establishing an effective control environment and to satisfying the Company auditors of the same.
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PART II
OTHER INFORMATION
Item 1 - Legal Proceedings
On April 26, 2024, Judge Elizabeth Leonard of the Midland County District Court in Midland, Texas (the “Court”) entered a Third Turnover Order (the “Turnover Order”). The Turnover Order required the NEXT-ChemX Corporation (the “Company”), a Nevada public corporation, to turn over 15,866,096 of its common shares to Glenn A. Little, the manager and sole owner of Sparkie Properties LLC (“Sparkie”), plaintiff in a lawsuit to recover $887,500.02 (as of March 30, 2025, net accrued and running interest, collection costs, and late payment penalties) in principal (the “Loan”) previously loaned to NextMetals, Limited, a Gibraltar company (“NextMetals”). The loan was documented and underwritten through a series of promissory notes (the “Notes) issued by NextMetals. Three of these Notes were guaranteed by Benton Wilcoxon, who was, at the time of these advances, an officer and director if NextMetals.
The securities referenced in the foregoing Turnover Order were registered to a corporation with the same name as the Company, but which business was registered in Texas. The Turnover Order provided for this transfer of shares to Sparkie Properties LLC, a Delaware limited liability company managed by Glenn Little, who was also appointed by Judge Leonard’s improvident order to be the receiver of the aforementioned privately held Texas corporation.
This decree was entered, despite the fact that neither the privately held Texas corporation holding shares in the public company (also registered as NEXT-ChemX Corporation, but in Nevada, not Texas) nor the Company itself was ever named as a defendant in Sparkie’s petition for recovery of its loans, served process in the underlying litigation, nor involved in the lawsuit giving rise to the Midland Court’s Turnover decree. The Turnover Order arose from litigation in the cause entitled as Sparkie Properties L.L.C. v. NextMetals Limited and Benton Wilcoxon, CV 58242, In the District Court of Midland County, Texas, 238th Judicial District. The shares of the Company owned by NEXT-ChemX Corporation, the privately held Texas corporation, were alleged, erroneously, to belong to NextMetals Limited, a defendant in the litigation, rather than the aforementioned closely held Texas private company.
NextMetals Limited, a Gibraltar corporate defendant in the litigation that gave rise to the Turnover Order, owned shares in the closely held Texas private company, NEXT-ChemX Corporation. However, the Turnover Order issued by Judge Elizabeth Leonard of the Midland County District Court ordered the immediate seizure and turn over of shares in the Nevada pubic company belonging to NEXT-ChemX Corporation, the Texas entity.
The similarity of names between the Nevada public company and the private Texas corporation came about in 2021, when the Company changed its business model and adopted the name of its principal shareholder. This is because the privately held Texas corporation contributed the technology currently exploited by the Company in exchange for a controlling number of shares. These material facts were ignored by the Court; moreover, when the private Texas company whose assets were under threat of forfeiture approached the Court to be heard, the judge refused to schedule a hearing. The Texas private corporation’s due process rights were further violated when Judge Leonard entered a judgment damaging both the private Texas corporation and the Nevada public Company, thereby effectively depriving the Texas company of its major asset.
The Turnover Order is not a final order, as it is currently on appeal with the Texas Court of Appeals for the 11th District in Eastland, Texas.
When the Company received notice from its transfer agent, Empire Stock Transfer Inc. (“Empire”) of Henderson, Nevada, that, irrespective of the ongoing appeal of the Turnover Order and the fact that the shares covered by the Turnover Order were not the property of Sparkie Properties, LLC, Empire nevertheless advised the Company that it intended to and did issue the shares described in the Turnover Order. The Company immediately terminated Empire as its transfer agent due to its failure to communicate effectively and timely with the Company and Empire’s refusal to recognize the fact that that Judge Leonard’s Turnover Order was not a final decree because of the appeal filed in the Texas Court of Appeals by Defendants Wilcoxon and NextMetals, Ltd. The termination of Empire as the Company’s transfer agent was undertaken via email and written correspondence delivered on May 23, 2024. Empire received the termination notification from the Company, as it acknowledged the receipt of its dismissal in a confirming electronic mail. During the summer of 2024, the Texas private company transferred all of its shareholdings in the Company to a company bearing the same name and registered in Delaware. NEXT-ChemX Corporation of Delaware currently holds these shares.
Although Empire no longer represented NEXT-ChemX Corporation, the Nevada public company, Empire, without any legal authority or authorization, cancelled the shares owned by NEXT-ChemX Corporation, currently the closely held Delaware corporation, and issued new certificates representing 15,866,096 common shares purportedly in the public company. These securities were divided into two certificates, both of which were issued to and in the name of Glenn A. Little, as Director and Receiver of NEXT-ChemX Corporation, the now defunct Texas corporation,. The Company does not recognize either the right of Empire to issue these certificates against the direct and specific written instructions of the Company nor the ownership of the certificates by Mr. Little.
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Item 1A – Risk Factors
Not applicable.
Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds
None.
Item 3 - Defaults upon Senior Securities
None
Item 4 - Mine Safety Disclosures
Not applicable.
Item 5 - Other Information
None
ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report or incorporated by reference:
| Exhibit No. | Description | |
| 31.1* | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101* | Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
* Filed herewith
** Furnished herewith
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 19, 2025 | NEXT-ChemX Corporation | |
| By: | /s/ Benton Wilcoxon | |
| Benton Wilcoxon | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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