UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the fiscal year ended | |
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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 charter) |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
( | ||
(Address of principal executive offices, including zip code) | (Issuer’s telephone number, including area code) |
Securities registered under Section 12(g) of the Exchange Act: Class A Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 past 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.
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
(Do not check if a 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 issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes
As of October 31, 2025, the number of shares held by non-affiliates was approximately 21,383,027,772 shares. The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at October 31, 2025 (the second quarter end date) was approximately $
As of July 29, 2026, there were
MMEX RESOURCES CORPORATION
TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K
YEAR ENDED APRIL 30, 2026
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PART I
Special Note Regarding Forward-Looking Statements
This Annual Report contains certain forward-looking statements. When used in this Annual Report or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “project,” “plan” or “continue,” and similar expressions are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.
The forward-looking statements in this Annual Report are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.
Item 1: Business
Company Information and Business Plan
MMEX Resources Corporation (“MMEX”) was formed as a Nevada corporation in 2005. The current management team lead an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed in 2010 and thereafter changed the Company’s name to MMEX Resources Corporation.
MMEX is focused on the development, financing, construction, and operation of clean fuels infrastructure projects. MMEX has formed special purpose limited liability companies to implement its planned projects.
Pecos UltraClean Refining, LLC
The Company has teamed with Polaris Engineering to develop an ultra-clean transportation fuels refinery complex, up to 60,000 barrels per day at our Pecos County, Texas sites. The planned product slate will be transportation grade ultra-low sulfur diesel. The Ultra Fuel® configuration has expected criteria pollutant emissions that are on the order of 95% lower than those of a traditional refinery in the US Gulf Coast. A companion project planned by MMEX, is a Blue Hydrogen project, converting natural gas to hydrogen to produce power and if implemented will provide the refinery with hydrogen for fuel gas and thus eliminate CO2 emissions. The Ultra Fuels® configuration, with capex and technical details completed in the Front-End Load-2 (“FEL-2”) engineering package, features modular design features to take advantage of proximity to Permian Basin fuel markets and to locate directly near crude oil production areas near the Company’s owned sites. Because equipment is fabricated in modular units and shipped to site, this allows for an 18-month project completion time-frame and more rapid implementation. The modular concept with reduced footprint, as well as lower emissions, will allow for faster permitting which we plan to obtain for this facility from the Texas Commission on Environmental Quality.
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Trans Permian Energy, LLC
The Company is in planning discussions with a super major oil company (the “Super Major”) to utilize its natural gas in the Permian Basin to develop a Natural Gas to Power Project at the Company’s Pecos County, Texas site. The Project plans to utilize a portion of the Super Major’s significant natural gas production and transportation from the Permian in gas turbines and generators in a combined cycle configuration to produce electric power with natural gas. We plan to convert the natural gas into hydrogen utilizing a major international company’s reformer technology, with the gas turbines able to utilize initially 75% hydrogen and 25% natural gas to generate electric power. The produced electric power in both Phases may be dispatched to a data center or dispatched to ERCOT Far West, the Texas power regional pricing and trading hub, or both. The project design also includes a CO2 capture and production facility with the CO2 marketed to another Super Major oil company. Additionally, the Project plans to utilize its hydrogen production as fuel gas for the Pecos UltraClean Refining project, and this fuel gas will generate zero CO2 emissions from the refinery.
Completion of these projects is dependent upon our obtaining the necessary capital for planning, construction and start-up costs. There is no assurance that such financing can be obtained on favorable terms.
Regulation
We plan to file with the Texas Commission on Environmental Quality (“TCEQ”) construction and operation permits for the Pecos UltraClean Refining and Trans Permian Projects.
Although we do not believe our planned crude oil, natural gas and hydrogen power projects will have any significant environmental or ecological impact, we will be subject to numerous environmental laws and regulations relating to the release of hazardous substances or solid wastes into the soil, groundwater, and surface water, and measures to control pollution of the environment. These laws generally regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous waste. They also require corrective action, including investigation and remediation, at a facility where such waste may have been released or disposed. There are risks of accidental releases into the environment associated with our operations, such as releases of crude oil or hazardous substances from our pipelines or storage facilities. To the extent an event is not covered by our insurance policies, accidental releases could subject us to substantial liabilities arising from environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, and fines or penalties for any related violations of environmental laws or regulations.
Our planned operations may also be subject to the Department of Homeland Security’s Chemical Facility Anti-Terrorism Standards, which are designed to regulate the security of high-risk chemical facilities, and to the Transportation Security Administration’s Pipeline Security Guidelines and Transportation Worker Identification Credential program. If applicable, we will have to have an internal program of inspection designed to monitor and enforce compliance with all of these requirements, and we will need to develop a Facility Security Plan as required under the relevant law. We will also have to have in place procedures to monitor compliance with all applicable laws and regulations regarding the security of all our facilities.
Our planned operations will also be subject to the requirements of the Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. We may also become subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. We will take measures to ensure that our operations are in substantial compliance with OSHA requirements, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances.
Employees
As of April 30, 2026, we had no employees but rather to reduce costs our key management team is working under consulting agreements. We contract for all professional services when needed.
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Legal Proceedings
See Item 3 of this Report.
Item 1A: Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 1B: Unresolved Staff Comments.
None.
Item 1C: Cybersecurity
Because the Company has not yet commenced revenue producing activities,
Item 2: Properties
Our office address for mailing purposes is 3616 Far West Blvd. #117-321, Austin, Texas 78731. Our executive physical office is located at 3400 West Dickinson Blvd, Fort Stockton, Texas, 79735 near the sites of our proposed clean fuels and hydrogen projects.
We own a total of approximately 1,081.45 acres in Pecos County, Texas that are the sites for our planned clean fuels and hydrogen projects.
Item 3: Legal Proceedings
In the ordinary course of business, we may be, or have been, involved in legal proceedings from time to time. As of the date of this filing, we have no pending or threatened legal proceedings.
On May 26, 2023, Sabby Volatility Warrant Master Fund Ltd. (“Sabby”) filed its complaint against the Company in the Supreme Court of the State of New York, New York County, seeking relief with respect to certain MMEX securities held by Sabby. By Order dated September 13, 2023, the Court granted certain relief to Sabby, including the right to exercise its MMEX securities in exchange for MMEX common stock, with sale proceeds placed in escrow with Olshan Frome Wolosky LLP, counsel to Sabby.
In July 2026, the Company entered into a Settlement Agreement and Release with Sabby resolving the action pending in the Supreme Court of New York, New York County (Index No. 652571/2023) with respect to the Company’s Series B Convertible Preferred Shares (stated amount $985,000) and a promissory note in the principal amount of $183,955 held by Sabby. Under the agreement, the Company agreed to pay Sabby $533,750, of which $266,875 was paid on July 21, 2026 and the balance is payable within 90 days of the agreement. Upon receipt of the initial payment, Sabby surrendered the preferred shares and the note for cancellation, the 9,025,000,000-share conversion reserve was terminated, and the parties exchanged mutual general releases; a stipulation of dismissal will be filed with the court. Because the settlement provided additional evidence about conditions existing at the balance sheet date, the Company recorded a liability of $297,552 and a corresponding loss on litigation settlement in the fiscal year ended April 30, 2026. Sabby retains 190,257,512 previously issued shares of common stock.
Item 4: Mine Safety Disclosures
Not Applicable.
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PART II
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Since April 10, 2018, our common stock has been listed on the OTC Pink, now known as the Pink Open Market under the symbol "MMEX". The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information. From November 2, 2017 through April 9, 2018, our Class A common stock was listed on the OTCQB and prior to November 2, 2017, our Class A common stock was quoted on the Pink Open Market tier. The following table indicates the quarterly high and low bid price for our common stock for the fiscal years ending April 30, 2026 and 2025. Such inter-dealer quotations do not necessarily represent actual transactions and do not reflect retail mark-ups, mark-downs or commissions.
Fiscal year ended April 30, 2025 |
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| Low |
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Quarter ended July 31, 2024 |
| $ | 0.0001 |
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| $ | 0.00 |
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Quarter ended October 31, 2024 |
| $ | 0.0001 |
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| $ | 0.00 |
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Quarter ended January 31, 2025 |
| $ | 0.0001 |
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| $ | 0.00 |
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Quarter Ended April 30, 2025 |
| $ | 0.0001 |
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| $ | 0.00 |
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Fiscal year ended April 30, 2026 |
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Quarter ended July 31, 2025 |
| $ | 0.0001 |
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| $ | 0.00 |
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Quarter ended October 31, 2025 |
| $ | 0.0001 |
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| $ | 0.00 |
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Quarter ended January 31, 2026 |
| $ | 0.0001 |
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| $ | 0.00 |
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Quarter Ended April 30, 2026 |
| $ | 0.0001 |
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| $ | 0.00 |
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On July 29, 2026, the closing bid price of our common stock as reported on the Pink Open Market was $0.0001.
The number of holders of record of the Company's common stock as of April 30, 2026 was 177 as reported by our transfer agent. This number does not include an undetermined number of stockholders whose stock is held in "street" or "nominee" name.
We have not declared or paid any cash or other dividends on our common stock to date for the last two (2) fiscal years and have no intention of doing so in the foreseeable future.
We did not repurchase any of our equity securities during the fourth quarter of fiscal 2026.
Recent Sales of Unregistered Securities not previously reported in the Company's Form 10-Q
On May 14, 2025, the Company issued 125,000,000 shares of its common stock, with a fair market value of $48,000 for services.
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On July 10, 2025, the Company issued 125,000,000 shares of its common stock, with a fair market value of $12,500 for services.
On August 26, 2025, the Company converted debt with related parties under convertible notes payable – related parties into 8,025,000,000 shares of common stock.
On September 2, 2025, the Company converted debt with a related party under convertible notes payable – related parties into 324,749,216 shares of common stock.
On September 2, 2025, the Company converted debt with a third party under convertible notes payable into 790,000,000 shares of common stock.
On October 21, 2025, the Company converted debt with a related parties under convertible notes payable – related parties into 1,565,000,000 shares of common stock.
Outstanding Equity Awards at Fiscal Year-End
Plan Category |
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
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| Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
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| Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities in Column (a) |
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Equity Compensation Plans Approved by Security Holders |
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| 0 |
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| 0 |
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| 0 |
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Equity Compensation Plans Not Approved by Security Holders |
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| 1,302,729 |
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| $ | 0.000144 |
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| 0 |
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Total |
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| 1,302,729 |
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| $ | 0.000144 |
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| 0 |
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Penny Stock
Our stock is considered to be a penny stock. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
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These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Item 6: [Reserved]
Not applicable
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Special Note Regarding Forward-Looking Statements and Business sections in this Annual Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
The following discussion and analysis constitutes forward-looking statements for purposes of the Securities Act and the Exchange Act and as such involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect”, “estimate”, “anticipate”, “predict”, “believes”, “plan”, “seek”, “objective” and similar expressions are intended to identify forward-looking statements or elsewhere in this report. Important factors that could cause our actual results, performance or achievement to differ materially from our expectations are discussed in detail in Item 1 above. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by such factors. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Notwithstanding the foregoing, we are not entitled to rely on the safe harbor for forward looking statements under 27A of the Securities Act or 21E of the Exchange Act as long as our stock is classified as a penny stock within the meaning of Rule 3a51-1 of the Exchange Act. A penny stock is generally defined to be any equity security that has a market price (as defined in Rule 3a51-1) of less than $5.00 per share, subject to certain exceptions.
The following discussion should be read in conjunction with the Consolidated Financial Statements, including the notes thereto.
Overview
Business Overview
Since 2016, the focus of our business has been to build crude oil distillation units and refining facilities in the Permian Basin in West Texas. We revised our business plan in 2021 to move MMEX to clean energy production, leveraging our history, management and business relationships from the traditional energy sector.
Since 2021 MMEX has expanded its focus to the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy. We have formed two special purpose entities of the Company - one to transition from legacy refining transportation fuels by producing them as ultra clean fuels with carbon capture, a second which plans to produce electric power from natural gas and to implement utilization of the natural gas to produce hydrogen and power. We continue to review implementation of our clean fuels technology internationally.
Through April 30, 2026, we have had no revenues and have reported continuing losses from operations.
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Results of Operations
We recorded a net loss of $1,913,301 or $(0.0000) per share, for fiscal year ended April 30, 2026, compared to a net loss of $2,299,458 or $(0.0002) per share, for the fiscal year ended April 30, 2025. As discussed below, the net income or loss for any fiscal year fluctuates materially due to non-operating gains and losses.
Revenues
We have not yet begun to generate revenues.
General and Administrative Expenses
Our general and administrative expenses decreased $150,663 to $1,245,085 for the year ended April 30, 2026 from $1,395,748 for the year ended April 30, 2025. The decrease resulted from a combination of lower consultant fee costs offset by slightly higher legal fees.
Project Costs
Our project costs increased $74,818 to $80,248 for the year ended April 30, 2026 from $5,430 for the year ended April 30, 2025. The levels of spending on our projects will vary from period to period based on availability of financing and will be expensed as project costs are incurred. During the year ended April 30, 2026, the increase in project costs was due to increased funding available to invest in our projects during the current year.
Depreciation and Amortization Expense
Our depreciation and amortization expenses were unchanged at $36,394 for the years ended April 30, 2026 and 2025 respectively. The expense results from the depreciation of land improvements and amortization of land easements.
Other Income (Expense)
Our interest expense decreased $207,650 to $254,022 for the year ended April 30, 2026 from $461,672 for the year ended April 30, 2025. The decrease is attributed to prior year debt issued with debt discounts being fully amortized to interest expense and debt and accrued interest converted into common stock during the prior year ended April 30, 2025.
We reported a loss on extinguishment of debt of $297,552 for the year ended April 30, 2026 compared to $400,214 loss on extinguishment of debt the year ended April 30, 2025. The gain/loss on extinguishment of debt generally results from the settlement and extinguishment of convertible notes payable and certain accounts payable and accrued expenses and can fluctuate over time as we are able to settle or pay off debt.
Net Income (Loss)
As a result of the above, we reported net losses of $1,913,301 and $2,299,458 for the years ended April 30, 2026 and 2025, respectively.
Net Income (Loss) Attributable to Common Shareholders
As a result of the non-controlling interest in the Company’s subsidiaries, our net loss attributed to common shareholders was $1,908,820 and $2,299,458 for the years ended April 30, 2026 and 2025, respectively.
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Liquidity and Capital Resources
Working Capital
As of April 30, 2026, we had current assets of $304,333, comprised of cash of $212,343 and prepaid expenses and other current assets of $91,990, and current liabilities of $6,173,852, resulting in a working capital deficit of $5,869,519.
Sources and Uses of Cash
Our sources and uses of cash for the years ended April 30, 2026 and 2025 were as follows:
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| 2025 |
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Cash, Beginning of Year |
| $ | 4,579 |
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| $ | 898 |
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Net Cash Used in Operating Activities |
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| (506,813 | ) |
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| (380,107 | ) |
Net Cash Used in Investing Activities |
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| - |
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| - |
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Net Cash Provided by Financing Activities |
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| 714,577 |
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| 383,788 |
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Cash, End of Year |
| $ | 212,343 |
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| $ | 4,579 |
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We used net cash of $506,813 in operating activities for the year ended April 30, 2026 as a result of our net loss of $1,913,301, our decrease in accounts payable of $14,685, and our increase in accounts payable and accrued expenses – related parties of $853,517, our increase in accrued expenses of $250,027, our increase in non-cash expenses totaling $406,119 and our increase in prepaid expenses and other current assets of $88,490.
In comparison, we used net cash of $380,107 in operating activities for the year ended April 30, 2025 as a result of our net loss of $2,299,458, our non-cash losses of $400,214, our increase in accounts payable of $212,287, and our increase in accounts payable and accrued expenses – related parties of $757,331, our increase in accrued expenses of $247,058, our increase in non-cash expenses totaling $302,961 and our decrease in prepaid expenses and other current assets of $500.
We had no cash used in investing activities for the years ended April 30, 2026 and 2025, respectively.
Net cash provided by financing activities was $714,577 for the year ended April 30, 2026, comprised of proceeds from notes payable – related parties of $219,570, proceeds from notes payable – related parties of $7,990, and proceeds from the sale of non-controlling interests of $500,000 offset by repayments of notes payable of $12,983.
By comparison, net cash provided by financing activities was $383,788 for the year ended April 30, 2025, comprised of proceeds from notes payable – related parties of $429,776 and proceeds from convertible notes payable – related parties of $1,300 partially offset by repayments of notes payable of $15,728 and repayments of notes payable – related parties of $31,560.
Going Concern Uncertainty
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $85,129,669 and a total stockholders’ deficit of $6,607,763 at April 30, 2026, and have reported negative cash flows from operations since inception. In addition, as of April 30, 2026 we did not have the cash resources to meet our operating commitments for the next twelve months. We require capital investments to implement our business plan, including the development of our planned hydrogen projects. Additionally, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which we operate.
We expect to continue to seek additional funding through private or public equity and debt financing. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will be able to continue as a going concern for a reasonable period of time.
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The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For further information on our significant accounting policies see the notes to our consolidated financial statements included in this Annual Report. There were no material changes to our significant accounting policies during the year ended April 30, 2026 and there are no policies we deem to be critical accounting policies.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this item.
Item 8: Financial Statements and Supplementary Data
The following financial statements are being filed with this report and are located immediately following the signature page.
Index to Consolidated Financial Statements |
Report of Independent Registered Public Accounting Firm |
Consolidated Balance Sheets as of April 30, 2026 and 2025 |
Consolidated Statements of Operations for the years ended April 30, 2026 and 2025 |
Consolidated Statements of Stockholders’ Deficit for the years ended April 30, 2026 and 2025 |
Consolidated Statements of Cash Flows for the years ended April 30, 2026 and 2025 |
Notes to Consolidated Financial Statements |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes in or disagreements with our accountants on accounting and financial disclosures.
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Item 9A(T): Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of April 30, 2026, our disclosure controls and procedures were not effective due to the identified material weaknesses described below.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2026. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on our evaluation, management concluded that our internal control over financial reporting were not effective as of April 30, 2026 due to the following identified material weaknesses:
| · | The Company has inadequate control activities or formal accounting policies and procedures over financial reporting. Specifically, the Company lacks segregation of duties or adequate levels of supervision and review and as a result adjustments were required in order to produce financial statements for external reporting purposes. |
We believe that our material weaknesses in internal control activities or formal accounting policies and procedures over financial reporting relate in part to the fact that we have limited personnel. Management and the board of directors believe that we must allocate additional human and financial resources to address these matters. Throughout the year, we have been continuously improving our supervision and review of current reporting and our personnel. We intend to continue to make improvements in our internal control over financial reporting and procedures until our material weaknesses are remediated.
Changes in Internal Control Over Financial Reporting
During the fourth quarter ended April 30, 2026, there were no changes to our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Independent Registered Accountant's Internal Control Attestation
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
| 12 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The Board of Directors currently consists of two persons. Directors serve until the next annual meeting and until their successors are elected and qualified. The following table sets forth information about our directors and executive officers:
Name |
| Age |
| Office |
| Year First Elected Director |
|
|
|
|
|
|
|
Jack W. Hanks |
| 79 |
| Director, Chief Executive Officer, President and Chief Financial Officer |
| 2010 |
Bruce N. Lemons |
| 71 |
| Director |
| 2010 |
________________________
Mr. Hanks has served as Director, Chief Executive Officer and President of the Company since the merger of Maple Carpenter Creek, LLC with the Company in September 2010. Mr. Hanks founded Maple Resources Corporation in 1986 and has been President or Chairman of the Board of Maple Resources since its inception. Mr. Hanks has also been the Executive Chairman of Maple Energy plc, a publicly listed company on the London Stock Exchange AIM and the Lima Bolsa. Prior to founding Maple Resources Corporation, Mr. Hanks was a partner in the Washington D.C. office of the law firm of Akin Gump Strauss Hauer & Feld LLP. Mr. Hanks graduated from the University of Texas at Austin with a law degree in 1971 and a petroleum land management degree in 1968. We believe that Mr. Hanks’ business, finance and management experience qualifies him to serve as a member of our board of directors.
Mr. Lemons has been a practicing lawyer in the mineral area for over 25 years. He has been a private investor in oil and gas and coal projects in the last several years, including in Maple Carpenter Creek, LLC and Maple Energy, plc and predecessor entities. Since 2002, Mr. Lemons has served as a director of Ansen, an electronics manufacturing company based in upstate New York. Mr. Lemons was a partner in the law firms of Holme Roberts & Owen and in Holland & Hart. Mr. Lemons graduated law school from Brigham Young University in 1980, where he was a member of law review, and holds undergraduate degrees in Economics and Political Science from Utah State University. We believe that Mr. Lemons’ business, finance and management experience qualifies him to serve as a member of our board of directors.
We are not aware of any “family relationships” (as defined in Item 401(d) of Regulation S-K promulgated by the SEC) among directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.
The Board of Directors has determined that neither director is “independent” as such term is defined by the listing standards of Nasdaq and the rules of the SEC. Mr. Lemons is not “independent” due to his significant beneficial ownership of our common stock. Mr. Hanks is not “independent” due to his significant beneficial ownership of our common stock and his role as an executive officer of the Company.
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Audit, Nominating and Compensation Committees
Because we are not listed on a securities exchange, we are not required to establish audit, nominating or compensation committees of the Board of Directors and we have not done so. In the event we elect to seek listing on a securities exchange, we will meet the corporate governance requirements imposed by a national securities exchange, including the appointment of an audit committee, nominating committee and compensation committee, the adoption of charters for each such committee and the appointment of independent directors to such committees as required by the requirements of such securities exchange.
Compensation of Directors
We do not currently pay any compensation to our directors, but we pay their expenses to attend our board meetings. During the fiscal year ended April 30, 2026, no director expenses were incurred.
No option awards were granted to our non-executive directors during the year ended April 30, 2026. There were no stock option awards outstanding at April 30, 2026 to our non-executive directors.
Item 11. Executive Compensation
The following table sets forth the compensation paid or earned by our executive officers during the fiscal years ended April 30, 2026 and 2025.
Summary Compensation Table
Name and Principal Position |
| Year |
| Salary |
|
| Bonus |
|
| Stock Awards |
|
| Option Awards |
|
| Non-Equity Incentive Plan Compensation |
|
| All Other Compensation |
|
| Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Jack W. Hanks |
| 2026 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
Chief Executive Officer, President and Chief Financial Officer (1) |
| 2025 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| (1) | Mr. Hanks has served as Chief Executive Officer since September 21, 2010. |
There are no employment agreements in place and no severance benefits are currently in place. During the years ended April 30, 2026 and 2025, we incurred consulting fees and expense reimbursement related to business development, financing and other corporate activities to Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, totaling $240,000 and $240,000, respectively. Amounts included in accrued expenses – related parties due to Maple Resources totaled $672,829 and $256,075 as of April 30, 2026 and 2025, respectively.
Outstanding Equity Awards at Fiscal Year-End
During the year ended April 30, 2026 we did not grant any stock awards. At April 30, 2026, we had no outstanding stock options or other equity awards issued to our executive officers.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth as of July 29, 2026, the name and number of shares of the Company’s common stock beneficially owned by (i) each of the directors and named executive officers of the Company, (ii) beneficial owners of 5% or more of our common stock; and (iii) all the officers and directors as a group. Pursuant to the rules and regulations of the SEC, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table.
| 14 |
| Table of Contents |
SEC rules provide that, for purposes hereof, a person is considered the “beneficial owner” of shares with respect to which the person, directly or indirectly, has or shares the voting or investment power, irrespective of his/her/its economic interest in the shares. Unless otherwise noted, each person identified possesses sole voting and investment power over the shares listed, subject to community property laws.
The percentages in the table below are based on 22,295,726,723 shares of common stock outstanding on July 29, 2026. Shares of common stock subject to options and warrants that are exercisable within 60 days of July 29, 2026 are deemed beneficially owned by the person holding such options for the purposes of calculating the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage of any other person.
Name and Address of Beneficial Owners (1) |
| Shares |
|
| Percentage Ownership of Class |
|
| Voting Power (5) |
| |||
Jack W. Hanks (2)(4) |
|
| 7,541,514,158 |
|
|
| 33.82 | % |
|
| 54.90 | % |
Bruce N. Lemons (3) |
|
| 514,445,671 |
|
|
| 2.31 | % |
|
| 0.098 | % |
_______________
(1) | Unless otherwise noted, the business address for each of the individuals set forth in the table is c/o MMEX Resources Corporation, 3400 West Dickinson Blvd, Fort Stockton, Texas 79735. |
(2) | Common shares for Mr. Hanks include: (i) 43 shares held by The Maple Gas Corporation, (ii) 136 shares held by Maple Structure Holdings, LLC, (iii) 911,551,091 shares held by Maple Resources Corporation and (iv) 6,629,962,888 shares issuable upon the exercise of outstanding warrants. This number excludes 527,750,085 shares owned by Leslie Doheny Hanks, the wife of Mr. Hanks, as to which Mr. Hanks disclaims any beneficial ownership [see also note (6)]. |
(3) | Common shares for Mr. Lemons include: (i) 325,896,861 shares held by BNL Family Trust (ii) 36 shares held by AAM Investments, LLC, and (iii) 188,548,774 shares issuable upon the exercise of outstanding warrants. Mr. Lemons and his family are the beneficiaries of BNL Family Trust. AAM Investments, LLC is indirectly owned by BNL Family Trust, a trust established for the benefit of Mr. Lemons and his family. |
(4) | The holders of Series A Preferred Stock have 51% of the voting power of the outstanding shares of capital stock of the Company and this amount represents common stock ownership as of July 29, 2026 and does not take into account any shares of common stock subject to any exercises of options or warrants. |
Item 13. Certain Relationships and Related Transactions and Director Independence
Unless otherwise indicated, the terms of the following transactions between related parties were not determined as a result of arm’s length negotiations.
Contractual Agreements
Accounts Payable and Accrued Expenses – Related Parties
Accounts payable and accrued expenses to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled $1,530,395 and $676,878 as of April 30, 2026 and 2025, respectively.
Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to business development, financing and other corporate activities. Effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $20,000. During the year ended April 30, 2026, we incurred consulting fees and expense reimbursement to Maple Resources totaling $240,000 and we made no repayments to Maple Resources for accrued liabilities. During the year ended April 30, 2025, we incurred consulting fees and expense reimbursement to Maple Resources totaling $245,176 and we made repayments to Maple Resources of $139,835 and exchanged $260,491 of accrued liabilities for a convertible note payable.
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| Table of Contents |
In addition, the consulting agreement provides for the issuance to Maple Resources of shares of our common stock each month with a value of $5,000, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $7,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective April 8, 2025, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $7,500, with the number of shares issued based on a fixed rate of $0.000068. During the year ended April 30, 2026, we recorded $90,000 for accrued consulting fees and we issued no shares for payment, therefore $260,000 was owed as of April 30, 2026. During the year ended April 30, 2025, we recorded $82,500 for accrued consulting fees and we issued no shares for payment, therefore $222,500 was owed as of April 30, 2025.
During the year ended April 30, 2026, Maple Resources made advances of $146,638 to assist the Company with cash flow challenges, and made repayments to Maple Resources of $71,749 resulting in $88,464 still owed as of April 30, 2026. During the year ended April 30, 2025, Maple Resources made advances of $36,668 to assist the Company with cash flow challenges, and made repayments to Maple Resources of $19,325 and exchanged $14,913 of advances for a convertible note resulting in $13,575 still owed as of April 30, 2025.
During the year ended April 30, 2025, we exchanged $260,491 of accounts payable with Maple Resources, $14,913 of advances from Maple Resources, $526,968 of debt with Maple Resources, and $5,493 advances with Jack Hanks (owner of Maple Resources) for a convertible note, which had a fair value of $1,019,959 therefore a loss of $212,094 was recognized. Amounts included in accounts payable and accrued expenses – related parties due to Maple Resources totaled $672,829 ($312,500 payable in stock) and $256,075 ($222,500 payable in stock) as of April 30, 2026 and 2025, respectively, which was inclusive of accrued interest due under the convertible notes described below.
During the year ended April 30, 2025, Jack Hanks, our President and CEO, made advances of $2,500 to assist the Company with cash flows challenges, and exchanged $5,493 of advances for a convertible note with Maple Resources resulting in $0 in accounts payable and accrued expenses – related parties as of April 30, 2025.
Effective October 1, 2018, we entered into a consulting agreement with Leslie Doheny-Hanks, the wife of our President and CEO, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $3,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective April 8, 2025, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $3,500, with the number of shares issued based on a fixed rate of $0.000068. The related party consultant provides certain administrative and accounting services and is reimbursed for expenses paid on behalf of the Company.
During the year ended April 30, 2026 we recorded $42,000 for the amount payable in stock under the consulting agreement and recorded expense reimbursements owed to Mrs. Hanks of $97,598 and we made no repayments.
During the year ended April 30, 2025 we recorded $39,000 for the amount payable in stock under the consulting agreement and recorded expense reimbursements owed to Mrs. Hanks of $81,126, in addition Mrs. Hanks made advances of $1,500 to assist with cash flow challenges and we made no repayments. During the year ended April 30, 2025 we exchanged $146,740 of payables and $7,345 of advances for a convertible note, which had a fair value of $181,820 therefore a loss of $27,735 was recognized resulting in $120,174 ($109,000 payable in stock) in accounts payable and accrued expenses – related parties as of April 30, 2025.
Amounts included in accounts payable and accrued expenses – related parties due to Mrs. Hanks totaled $259,773 ($151,000 payable in stock) and $120,174 ($109,000 payable in stock) as of April 30, 2026 and 2025, respectively.
Effective February 1, 2021 the Company entered into consulting agreements with three children of our President and CEO, which were amended as of December 31, 2021 to continue on a month-to-month basis. On March 15, 2025 the consulting fees under these agreements were paused until further notice and the Company incurred minimal fees for services provided by the CEO’s children in the current year. During the year ended April 30, 2026 we incurred $2,240 for fees and expenses reimbursements to the children, we made repayments of $2,240. During the year ended April 30, 2025 we incurred $108,500 for fees and expenses reimbursements to the children, we made repayments of $8,900 and exchanged $228,084 of accrued liabilities and $30,986 of debt for convertible notes with a fair value of $307,956, therefore a loss of $48,885 was recognized.
| 16 |
| Table of Contents |
Amounts included in accounts payable and accrued expenses – related parties due to the children totaled $0 and $0 as of April 30, 2026 and 2025, respectively.
Effective September 1, 2021, we entered into a consulting agreement with BNL Family Trust, a related party to Bruce Lemons, Director, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective April 8, 2025, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $2,500, with the number of shares issued based on a fixed rate of $0.000068. During the year ended April 30, 2026 and 2025, we recorded $30,000, respectively for the amount payable in stock under the consulting agreement, therefore $130,000 was still owed and included in accounts payable and accrued expenses – related parties as of April 30, 2026.
In addition, BNL Family Trust made advances of $5,200 to assist with cash flow challenges during the year ended April 30, 2025. During the year ended April 30, 2025, we exchanged $5,200 of advances and $14,442 of debt for a convertible note, which had a fair value of $24,449 therefore a loss of $4,807 was recognized.
Amounts included in accounts payable and accrued expenses – related parties due to BNL Family Trust totaled $130,000 (all payable in stock) and $100,000 (all payable in stock) as of April 30, 2026 and 2025, respectively.
Effective November 1, 2020, we entered into a consulting agreement with Nabil Katabi, a shareholder of more than ten percent, to provide for monthly consulting fees of $10,000 and to issue shares of our common stock each month with a value of $2,000, with the number of shares issues based on the average closing price of the stock during the prior month. Effective April 30, 2023 the consulting agreement was amended to provide for monthly consulting fees of $20,000 and to issue shares of our common stock each month with a value of $5,000, with the number of shares issues based on the average closing price of the stock during the prior month. Effective August 1, 2024, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $7,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective April 8, 2025, the consulting agreement was amended to provide for the issuance of shares of our common stock each month with a value of $7,500, with the number of shares issued based on a fixed rate of $0.000068.
During the year ended April 30, 2026, we recorded $344,664 ($90,000 payable in stock) for fees and expense reimbursements and we made repayments of $77,500. During the year ended April 30, 2025, we recorded $344,762 ($82,500 payable in stock) for fees and expense reimbursements, we made repayments of $52,500 and exchanged $424,777 of payables, $16,220 of advances and $9,280 of debt for a convertible note, which had a fair value of $532,195 therefore a loss of $81,918 was recognized.
Amounts included in accounts payable and accrued expenses – related parties due to Nabil Katabi totaled $467,793 ($264,500 payable in stock) and $200,628 ($174,500 payable in stock) as of April 30, 2026 and 2025, respectively.
| 17 |
| Table of Contents |
Promissory Notes Payable – Related Parties
Promissory notes payable - related parties consist of the following:
|
| April 30, 2026 |
|
| April 30, 2025 |
| ||
Promissory note payable with Maple Resources Corporation, matures on July 28, 2027, with interest at 18%, convertible into common shares of the Company [1] |
| $ | 9,428 |
|
| $ | - |
|
Less discount |
|
| (894 | ) |
|
| - |
|
Total |
| $ | 8,534 |
|
| $ | - |
|
[1] | This promissory note was entered into on July 8, 2025 for $7,990 of principal plus $1,432 for 18% of the principal amount in lieu of any stated interest owed at day on and recorded as a debt discount. |
The following represents the future aggregate maturities as of April 30, 2026 of the Company’s Promissory notes payable – related parties:
|
| Amount |
| |
2025 (remaining) |
| $ | - |
|
2026 |
|
| - |
|
2027 |
|
| 8,534 |
|
Total |
| $ | 8,534 |
|
Convertible Notes Payable – Related Parties
Convertible notes payable - related parties consist of the following:
|
| April 30, 2026 |
|
| April 30, 2025 |
| ||
Convertible note payable with Alpenglow Consulting, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [1] |
| $ | 172,228 |
|
| $ | 172,228 |
|
Convertible note payable with CleanFit, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [2] |
|
| 58,410 |
|
|
| 58,410 |
|
Convertible note payable with Lake of Silver, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [3] |
|
| 67,318 |
|
|
| 77,318 |
|
Convertible note payable with Maple Resources Corporation, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [4] |
|
| 441,959 |
|
|
| 1,019,959 |
|
Convertible note payable with BNL Family Trust, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [5] |
|
| 2,366 |
|
|
| 24,449 |
|
Convertible note payable with Ha’Pu Wear, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [6] |
|
| 181,820 |
|
|
| 181,820 |
|
Convertible note payable with Nabil Katabi, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [7] |
|
| 458,075 |
|
|
| 532,195 |
|
Convertible note payable with Poppy, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [8] |
|
| 20,886 |
|
|
| 20,886 |
|
Convertible note payable with Maple Resources, matures on October 2, 2028, with interest at 18%, convertible into common shares of the Company [9] |
|
| 80,000 |
|
|
| - |
|
Convertible note payable with Maple Resources, matures on December 31, 2026, with interest at 18%, convertible into common shares of the Company [10] |
|
| 179,570 |
|
|
| - |
|
Total |
|
| 1,662,632 |
|
|
| 2,087,265 |
|
Less discount |
|
| (24,252 | ) |
|
| - |
|
Net |
| $ | 1,638,380 |
|
| $ | 2,087,265 |
|
| [1] | This convertible promissory note was entered into on April 8, 2025 for $145,956 of principal plus $26,272 for 18% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. This was exchanged for $121,084 of accounts payable and $24,872 of outstanding promissory notes payable that had $1,032 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $27,304 loss on extinguishment of debt. |
|
|
|
| [2] | This convertible promissory note was entered into on April 8, 2025 for $49,500 of principal plus $8,910 for 18% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. This was exchanged for $49,500 of accounts payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $8,910 loss on extinguishment of debt. |
|
|
|
| [3] | This convertible promissory note was entered into on April 8, 2025 for $65,524 of principal plus $11,794 for 18% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. This was exchanged for $57,500 of accounts payable and $8,024 of outstanding promissory notes payable that had $878 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $12,672 loss on extinguishment of debt. |
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| Table of Contents |
| [4] | This convertible promissory note was entered into on April 8, 2025 for $864,372 of principal plus $155,587 for 18% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. This was exchanged for $260,491 of accounts payable, $20,406 of advances, and $583,474 of outstanding promissory notes payable that had $56,507 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $212,095 loss on extinguishment of debt. During the nine months ended January 31, 2026, $578,000 of principal was converted into 8,500,000,000 shares of the Company’s common stock (see Note 8). |
|
|
|
| [5] | This convertible promissory note was entered into on April 8, 2025 for $20,719 of principal plus $3,730 for 18% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. This was exchanged for $5,200 of accounts payable and $15,519 of outstanding promissory notes payable that had $1,077 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $4,807 loss on extinguishment of debt. During the nine months ended January 31, 2026, $22,083 of principal was converted into 324,749,216 shares of the Company’s common stock (see Note 8). |
|
|
|
| [6] | This convertible promissory note was entered into on April 8, 2025 for $154,085 of principal plus $27,735 for 18% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. This was exchanged for $154,085 of accounts payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $27,735 loss on extinguishment of debt. |
|
|
|
| [7] | This convertible promissory note was entered into on April 8, 2025 for $451,013 of principal plus $81,182 for 18% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. This was exchanged for $424,777 of accounts payable, $16,220 advances, and $10,016 of outstanding promissory notes payable that had $736 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $81,918 loss on extinguishment of debt. During the nine months ended January 31, 2026, $74,120 of principal was converted into 1,090,000,000 shares of the Company’s common stock (see Note 8). |
|
|
|
| [8] | This convertible promissory note was entered into on April 8, 2025 for $17,700 of principal plus $3,186 for 18% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. This was exchanged for $17,700 of outstanding promissory notes payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $3,186 loss on extinguishment of debt. |
|
|
|
| [9] | The convertible promissory note was entered into on October 2, 2025 for $50,00 of principal plus $30,000 for 60% of the principal amount in lieu of any stated interest owed at day one and recorded as debt discount. |
|
|
|
| [10] | This convertible promissory note was entered into on November 5, 2025 for a line of credit up to a maximum principal amount of $1,000,000 and principal and accrued interest are convertible any time before maturity into shares of the Company’s common stock at a fixed price of $0.000068 per share. The Company may request advances at any time during the Term with an interest rate of 18% per annum. Accrued interest totaled $11,865 and $0 for the years ended April 30, 2026 and 2025, respectively. |
| 19 |
| Table of Contents |
The following represents the future aggregate maturities as of April 30, 2026 of the Company’s Convertible notes payable – related parties:
|
| Amount |
| |
2026 (remaining) |
| $ | 179,570 |
|
2027 |
|
| - |
|
2028 |
|
| 1,483,065 |
|
Total |
| $ | 1,662,635 |
|
Equity Activity – Related Parties
During the year ended April 30, 2026, the Company issued 9,914,749,216 shares of its common stock in conversion of convertible notes principal of $674,203 (see Note 8).
During the year ended April 30, 2025, the Company issued 5,408,823,530 warrants in consideration of debt and $74,332 of note proceeds were allocated to the warrants with an increase in additional paid-in capital.
Item 14: Principal Accounting Fees and Services
Our independent auditors, M&K CPAs, PLLC ("M&K"), have no direct or indirect interest in the Company and have been the Company's Independent Registered Public Accounting Firm since 2009. The following table sets forth the fees billed and estimated fees for professional audit services provided by such firm for the fiscal years ended April 30, 2026 and 2025:
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Audit Fees (a) |
| $ | 31,950 |
|
| $ | 30,400 |
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees (b) |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Tax Fees (c) |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
All Other Fees |
| $ | - |
|
| $ | - |
|
| (a) | Includes fees for services related to the audits of our annual financial statements and the reviews of our interim financial statements and assistance with SEC filings. |
| ||
| (b) | Includes fees for services related to transaction due diligence and consultations with respect to compliance with Section 404 of the Sarbanes-Oxley Act. |
| ||
| (c) | Includes fees for services related to tax compliance, preparation and planning services (including U.S. federal, state and local returns) and tax examination assistance. |
Our Board of Directors established a policy whereby the outside auditors are required to seek pre-approval on an annual basis of all audit, audit-related, tax and other services by providing a prior description of the services to be performed. For the year ended April 30, 2026, 100% of all audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by M&K was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.
| 20 |
| Table of Contents |
PART IV
Item 15: Exhibits
(a) (3) Exhibits
________
* | Filed herewith. |
(1) | Filed as exhibit to Report on Form 8-K filed on April 3, 2017. |
(2) | Filed as exhibit to Report on Form 10-K filed on August 11, 2011. |
(3) | See Note 1 to Financial Statements. |
(4) | Filed as exhibit to 14C information statement on March 27, 2023 |
(5) | Filed as exhibit to Report on Form 10-K filed on July 29, 2021 |
(6) | Filed as exhibit to Report on Form 10-Q filed on March 12, 2019 |
(7) | Filed as exhibit to Report on Form 8-K filed on March 10, 2017. |
(8) | Filed as exhibit to Report on Form 10-K filed on July 26, 2019. |
(9) | Filed as exhibit to Report on Form 8-K filed on August 2, 2019. |
(10) | Filed as exhibit to Report on Form 10-K filed on August 13, 2020 |
(11) | Filed as exhibit to Report on Form 10-Q filed on March 15, 2021 |
(12) | Filed as exhibit to Report on Form 8-K filed on July 19, 2021 |
(13) | Filed as exhibit to Report on Form 10Q filed on September 14, 2022 |
| 21 |
| Table of Contents |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned thereto duly authorized.
| MMEX Resources Corporation (Registrant) | ||
|
|
|
|
Date: July 29, 2026 | By: | /s/ Jack W. Hanks | |
|
| Jack W. Hanks, Chairman |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE |
| TITLE |
| DATE | |
/s/ Jack W. Hanks | Chairman and Chief Executive Officer | July 29, 2026 | |||
Jack W. Hanks | (Principal Executive Officer) President. Chief Financial Officer and Director | ||||
|
| (Principal Financial and Accounting Officer) |
|
| |
|
|
|
| ||
/s/ Bruce N. Lemons | Director | July 29, 2026 | |||
Bruce N. Lemons | |||||
| 22 |
| Table of Contents |
MMEX RESOURCES CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of MMEX Resources Corporation
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of MMEX Resources Corporation (the Company) as of April 30, 2026 and 2025, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended April 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and 2025, and the results of its operations and its cash flows for the two years in the period ended April 30, 2026 in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has recurring net losses, working capital deficit, and stockholders’ deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.
| F-2 |
| Table of Contents |
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
Due to the net loss, negative cash flows from operations for the year, and working capital deficiency, the Company evaluated the need for a going concern listed in note 3.
Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are not able to be easily substantiated.
We evaluated the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
/s/
We have served as the Company’s auditor since 2011.
The
July 29, 2026
| F-3 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Balance Sheets
|
| April 30, |
|
| April 30, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Assets |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses and other current assets |
|
|
|
|
|
| ||
Total Current Assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Accrued expenses |
|
|
|
|
|
| ||
Accounts payable and accrued expenses - related parties |
|
|
|
|
|
| ||
Notes payable net of discount of $ |
|
|
|
|
|
| ||
Notes payable, currently in default |
|
|
|
|
|
| ||
Convertible notes payable, currently in default, net of discount of $ |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Long-term Liabilities |
|
|
|
|
|
|
|
|
Convertible notes payable - related party |
|
|
|
|
|
| ||
Notes payable - related parties, net of debt discount of $ |
|
|
|
|
|
| ||
Convertible notes payable |
|
|
|
|
|
| ||
Total Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders' Deficit: |
|
|
|
|
|
|
|
|
Common stock, $ |
|
|
|
|
|
| ||
Preferred stock, $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
| |||
Additional paid in capital |
|
|
|
|
|
| ||
Non-controlling interest |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total Stockholders' Deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-4 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Statements of Operations
|
| Year Ended April 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
|
|
| ||
Refinery start-up costs |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Loss From Operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other Income(Expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
Gain (loss) on extinguishment of liabilities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total Other Income (Expense) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Loss Before Income Taxes |
|
| ( | ) |
|
| ( | ) |
Provision for Income Taxes |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
Non-controlling interest |
|
|
|
|
| |||
Net Loss Attributable to the Common Shareholders |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted |
|
|
|
|
|
| ||
See accompanying notes to consolidated financial statements.
| F-5 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Statements of Stockholders'' Deficit
Years Ended April 30, 2026 and 2025
|
| Class A |
|
| Series A |
|
| Series B |
|
| Additional |
|
|
|
|
| Total Equity |
|
| Non- |
|
|
|
| ||||||||||||||||||||
|
| Common stock |
|
| Preferred Stock |
|
| Preferred Stock |
|
| Paid-in |
|
| Accumulated |
|
| Attributable to |
|
| Controlling |
|
|
|
| ||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Shareholders |
|
| Interest |
|
| Total |
| |||||||||||
Balance at April 30, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for conversion of convertible notes payable |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Warrants issued for debt discount - related parties |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Preferred stock converted into common stock |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||||||||
Common stock for services |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Conversion of debt |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Conversion of debt - related parties |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Proceeds from the sale of non-controlling interests |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net Loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||||||||
See accompanying notes to consolidated financial statements.
| F-6 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Statements of Cash Flows
|
| Years Ended April 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Cash Flows From Operating Activities: |
|
|
|
|
|
| ||
Net loss |
|
| ( | ) |
|
| ( | ) |
Adjustment to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
|
|
|
| ||
Loan fees and penalties added to convertible note principal |
|
|
|
|
|
| ||
(Gain) loss on extinguishment of liabilities |
|
|
|
|
|
| ||
Amortization of debt discount |
|
|
|
|
|
| ||
Stock-based compensation |
|
|
|
|
|
| ||
(Increase) decrease in assets: |
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
| ( | ) |
|
| ( | ) |
Increase (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
| ( | ) |
|
|
| |
Accrued expenses |
|
|
|
|
|
| ||
Accounts payable and accrued expenses - related parties |
|
|
|
|
|
| ||
Net Cash Used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
|
|
|
| ||
Net Cash Used in Investing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities: |
|
|
|
|
|
|
|
|
Proceeds from notes payable |
|
|
|
|
|
| ||
Repayments of notes payable |
|
| ( | ) |
|
| ( | ) |
Proceeds from convertible notes payable |
|
|
|
|
|
| ||
Repayments of convertible notes payable |
|
|
|
|
|
| ||
Proceeds from notes payable - related parties |
|
|
|
|
|
| ||
Repayments of notes payable - related parties |
|
|
|
|
| ( | ) | |
Proceeds from convertible notes payable - related parties |
|
|
|
|
|
| ||
Repayments of convertible notes payable -related parties |
|
| ( | ) |
|
|
| |
Proceeds from the sale of non-controlling interests |
|
|
|
|
|
| ||
Net Cash Provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
|
|
|
| ||
Cash at the beginning of the period |
|
|
|
|
|
| ||
Cash at the end of the period |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Supplemental Disclosure: |
|
|
|
|
|
|
|
|
Interest paid |
| $ |
|
| $ |
| ||
Taxes paid |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Non-Cash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
Common stock issued in conversion of debt |
| $ |
|
| $ |
| ||
Preferred stock converted into common stock |
| $ |
|
| $ |
| ||
Warrants for debt discount - related parties |
| $ |
|
| $ |
| ||
Debt exchanged for convertible notes |
| $ |
|
| $ |
| ||
Debt exchanged for convertible notes - related parties |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-7 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Notes to Consolidated Financial Statements
Years Ended April 30, 2026 and 2025
NOTE 1 – BACKGROUND, ORGANIZATION AND BASIS OF PRESENTATION
MMEX Resources Corporation (the “Company” or “MMEX”) was formed as a Nevada corporation in 2005. The current management team led an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed on September 23, 2010 and changed the Company’s name to MMEX Mining Corporation on February 11, 2011 and to MMEX Resources Corporation on April 6, 2016.
Since 2021 MMEX has expanded its focus to the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy.
The accompanying consolidated financial statements include the accounts of the following entities, all of which the Company maintains control through a majority ownership or through common ownership:
Name of Entity |
| % |
|
| Form of Entity |
| State of Incorporation |
| Relationship | |
|
|
|
|
|
|
|
|
|
| |
MMEX Resources Corporation (“MMEX”) |
|
|
|
|
|
| ||||
Pecos UltraClean Refining, LLC (formerly Pecos Refining & Transport, LLC and Pecos Clean Fuels & Transport, LLC) |
|
| % |
|
|
| ||||
Trans Permian Energy, LLC (formerly Trans Permian H2Hub, LLC) |
|
| % |
|
|
| ||||
MMEX Solar Resources, LLC |
|
| % |
|
|
| ||||
Hydrogen Global, LLC |
|
| % |
|
|
| ||||
MMEX USA Holdings, LLC |
|
| % |
|
|
| ||||
MMEX Argentina USA, LLC |
|
| % |
|
|
| ||||
Pecos H2, LLC |
|
| % |
|
|
| ||||
All significant inter-company transactions have been eliminated in the preparation of the consolidated financial statements.
The Company has adopted a fiscal year end of April 30.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its aforementioned subsidiaries and entities under common ownership. All significant intercompany accounts and transactions have been eliminated in consolidation. The ownership interests in subsidiaries that are held by owners other than the Company are recorded as non-controlling interest and reported in our consolidated balance sheets within stockholders’ deficit. Losses attributed to the non-controlling interest and to the Company are reported separately in our consolidated statements of operations.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the 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 differ from those estimates.
| F-8 |
| Table of Contents |
Property and equipment
Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful life or legal life of the related asset as follows:
Office furniture and equipment | |
Computer equipment and software | |
Land improvement | |
Land easements |
The land easements owned by the Company have a legal life of
Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.
The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.
Fair value of financial instruments
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company's financial statements as reflected herein. The carrying amounts of cash, accounts payable, accrued expenses and notes reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.
An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), as amended. ASC 606 provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
| F-9 |
| Table of Contents |
Project costs
All project costs incurred, including acquisition of refinery rights, planning, design and permitting, have been recorded as project costs and expensed as incurred.
Income taxes
The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Uncertain tax positions
The Company has adopted FASB standards for accounting for uncertainty in income taxes. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
Various taxing authorities periodically audit the Company's income tax returns. These audits include questions regarding the Company's tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities and has not identified any uncertain tax positions requiring recognition in its consolidated financial statements.
The assessment of the Company's tax position relies on the judgment of management to estimate the exposures associated with the Company's various filing positions.
Basic and diluted income (loss) per share
Basic net income or loss per common share is calculated by dividing net income or loss (available to common stockholders) by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. As of April 30, 2026 and 2025 all potentially dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per common share is the same as diluted net loss per share.
Stock-based compensation
Pursuant to FASB ASC 718, the Company accounts for the issuance of equity instruments, including grants of stock options and warrants, to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance is reached or (ii) the date at which the performance is complete. In the case of equity instruments issued for services to be performed over time, the fair value of the equity instrument is recognized over the service period. For the year ended April 30, 2026 and 2025, the Company recorded stock-based compensation of $
| F-10 |
| Table of Contents |
Segment Reporting
The Company operates as a single operating segment, focusing on the development, financing, construction and operation of clean fuels infrastructure projects power by renewable energy.
The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement. The measure of segment assets is reported on the balance sheet as total assets.
As the Company did not generate revenues in the current fiscal year, the CODM assessed Company performance through the achievement of target identification goals. In addition to the Company’s Statement of Operations, the CODM regularly works to develop budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024. The Company adopted the ASU for the fiscal year ended April 30, 2026. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.
The Company has reviewed all new accounting pronouncements issued or proposed by the FASB and does not believe any of the accounting pronouncements has had, or will have, a material impact on its consolidated financial position or results of operations.
NOTE 3 – GOING CONCERN
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $
Since inception, our operations have primarily been funded through private debt and equity financing, and we expect to continue to seek additional funding through private or public equity and debt financing. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will be able to continue as a going concern for a reasonable period of time.
| F-11 |
| Table of Contents |
The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. The consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
Accounts Payable and Accrued Expenses – Related Parties
Accounts payable and accrued expenses to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled $
Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to business development, financing and other corporate activities. Effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $
In addition, the consulting agreement provides for the issuance to Maple Resources of shares of our common stock each month with a value of $
During the year ended April 30, 2026, Maple Resources made advances of $
During the year ended April 30, 2025, we exchanged $
During the year ended April 30, 2025, Jack Hanks, our President and CEO, made advances of $
| F-12 |
| Table of Contents |
Effective October 1, 2018, we entered into a consulting agreement with Leslie Doheny-Hanks, the wife of our President and CEO, to issue shares of our common stock each month with a value of $
During the year ended April 30, 2026 we recorded $
During the year ended April 30, 2025 we recorded $
Amounts included in accounts payable and accrued expenses – related parties due to Mrs. Hanks totaled $
Effective February 1, 2021 the Company entered into consulting agreements with three children of our President and CEO, which were amended as of December 31, 2021 to continue on a month-to-month basis. On March 15, 2025 the consulting fees under these agreements were paused until further notice and the Company incurred minimal fees for services provided by the CEO’s children in the current year. During the year ended April 30, 2026 we incurred $
Amounts included in accounts payable and accrued expenses – related parties due to the children totaled $
Effective September 1, 2021, we entered into a consulting agreement with BNL Family Trust, a related party to Bruce Lemons, Director, to issue shares of our common stock each month with a value of $
In addition, BNL Family Trust made advances of $
Amounts included in accounts payable and accrued expenses – related parties due to BNL Family Trust totaled $
Effective November 1, 2020, we entered into a consulting agreement with Nabil Katabi, a shareholder of more than ten percent, to provide for monthly consulting fees of $
| F-13 |
| Table of Contents |
During the year ended April 30, 2026, we recorded $
Amounts included in accounts payable and accrued expenses – related parties due to Nabil Katabi totaled $
Promissory Notes Payable – Related Parties
Promissory notes payable - related parties consist of the following:
|
| April 30, 2026 | April 30, 2025 |
| |||||
Promissory note payable with Maple Resources Corporation, matures on July 28, 2027, with interest at 18%, convertible into common shares of the Company [1] |
| $ |
|
| $ |
| |||
Less discount |
|
| ( | ) |
|
|
| ||
Total |
| $ |
|
| $ |
| |||
[1] |
This promissory note was entered into on July 8, 2025 for $ | ||||||||
The following represents the future aggregate maturities as of April 30, 2026 of the Company’s Promissory notes payable – related parties:
|
| Amount |
| |
2025 (remaining) |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
Total |
| $ |
| |
| F-14 |
| Table of Contents |
Convertible Notes Payable – Related Parties
Convertible notes payable - related parties consist of the following:
|
| April 30, 2026 |
|
| April 30, 2025 |
| ||
Convertible note payable with Alpenglow Consulting, LLC, matures on |
| $ |
|
| $ |
| ||
Convertible note payable with CleanFit, LLC, matures on |
|
|
|
|
|
| ||
Convertible note payable with Lake of Silver, matures on |
|
|
|
|
|
| ||
Convertible note payable with Maple Resources Corporation, matures on |
|
|
|
|
|
| ||
Convertible note payable with BNL Family Trust, matures on |
|
|
|
|
|
| ||
Convertible note payable with Ha’Pu Wear, LLC, matures on |
|
|
|
|
|
| ||
Convertible note payable with Nabil Katabi, matures on |
|
|
|
|
|
| ||
Convertible note payable with Poppy, LLC, matures on |
|
|
|
|
|
| ||
Convertible note payable with Maple Resources, matures on |
|
|
|
|
|
| ||
Convertible note payable with Maple Resources, matures on |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less discount |
|
| ( | ) |
|
|
| |
Net |
| $ |
|
| $ |
| ||
| [1] | This convertible promissory note was entered into on April 8, 2025 for $ |
|
|
|
| [2] | This convertible promissory note was entered into on April 8, 2025 for $ |
|
|
|
| [3] | This convertible promissory note was entered into on April 8, 2025 for $ |
| F-15 |
| Table of Contents |
[4] This convertible promissory note was entered into on April 8, 2025 for $ [5] This convertible promissory note was entered into on April 8, 2025 for $ [6] This convertible promissory note was entered into on April 8, 2025 for $ [7] This convertible promissory note was entered into on April 8, 2025 for $ [8] This convertible promissory note was entered into on April 8, 2025 for $ [9] The convertible promissory note was entered into on October 2, 2025 for $ [10] This convertible promissory note was entered into on November 5, 2025 for a line of credit up to a maximum principal amount of $
The following represents the future aggregate maturities as of April 30, 2026 of the Company’s Convertible notes payable – related parties:
|
| Amount |
| |
2026 (remaining) |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
Total |
| $ |
| |
Equity Activity – Related Parties
During the year ended April 30, 2026, the Company issued
During the year ended April 30, 2025, the Company issued
| F-16 |
| Table of Contents |
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at April 30:
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Office furniture and equipment |
| $ |
|
| $ |
| ||
Computer equipment and software |
|
|
|
|
|
| ||
Land |
|
|
|
|
|
| ||
Land improvements |
|
|
|
|
|
| ||
Land easements |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less accumulated depreciation and amortization |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
Depreciation and amortization expense totaled $
NOTE 6 – ACCRUED EXPENSES
Accrued expenses consisted of the following at April 30:
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Accrued payroll |
| $ |
|
| $ |
| ||
Accrued consulting |
|
|
|
|
|
| ||
Accrued interest and penalties |
|
|
|
|
|
| ||
Accrued Settlement Payable |
|
|
|
|
|
| ||
Other |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
NOTE 7 – NOTES PAYABLE
Note Payable, Currently in Default
Note payable, currently in default, consists of the following at April 30:
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Note payable to an unrelated party, maturing March 18, 2014, with interest at 10% |
| $ |
|
| $ |
| ||
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [1] |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of February 22, 2021 with interest at 10% [2] |
|
|
|
|
|
|
|
|
$250,000 draw on March 5, 2021 |
|
|
|
|
|
| ||
$200,000 draw on March 26, 2021 |
|
|
|
|
|
| ||
$50,000 draw on April 13, 2022 |
|
|
|
|
|
| ||
$295,000 draw on December 18, 2023 |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of July 14, 2023 with interest at 18% [3] |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of August 15, 2023 with interest at 18% [4] |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of September 14, 2023 with interest at 18% [5] |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less Discount |
|
|
|
|
|
| ||
Net |
| $ |
|
| $ |
| ||
| F-17 |
| Table of Contents |
[1] Effective March 11, 2021 the Company entered into a promissory note with Vista Capital Investments, Inc with a principal amount of $ [2] Effective February 22, 2021 the Company entered into a promissory note with GS Capital Partners, LLC, with a principal amount of $ [3] Effective July 14, 2023, the Company entered into a promissory note with Eduardo Alberto Maldonado through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $ [4] Effective August 15, 2023, the Company entered into a promissory note with Eduardo Alberto Maldonado through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $ [5] Effective September 14, 2023, the Company entered into a promissory note with Eduardo Alberto Maldonado through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $
| F-18 |
| Table of Contents |
Notes Payable
Notes payable consist of the following at April 30:
|
| 2026 |
|
| 2025 |
| ||
Note payable to an unrelated party with an issue date of February 28, 2022 with interest at 10% [1] |
| $ |
|
| $ |
| ||
Note payable to an unrelated party with an issue date of June 2, 2023 with interest at 18% [2] |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less Discount |
|
| ( | ) |
|
| ( | ) |
Net |
| $ |
|
| $ |
| ||
| [1] | Effective February 28, 2022 the Company entered into a promissory note with Oscar and Ilda Gonzales with a principal amount of $ |
|
|
|
| [2] | Effective June 2, 2023, the Maple Resources Corporation, the Company’s wholly owned subsidiary entered into an exchange agreement with Seeta Zieger Trust and a subscription agreement through the Company’s wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. Seeta Zieger Trust acquired, through the exchange agreement, the rights to the “Maple Note” (a convertible note was entered into on February 25, 2023 in exchange for cash of $ |
Convertible Notes Payable, Currently in Default
Convertible notes payable, currently in default, consist of the following at April 30:
|
| 2026 |
|
| 2025 |
| ||
Note payable to an unrelated party, matured December 31, 2010, with interest at 10%, convertible into common shares of the Company [1] |
| $ |
|
| $ |
| ||
Note payable to an unrelated party, matured January 27, 2012, with interest at 25%, convertible into common shares of the Company [2] |
|
|
|
|
|
| ||
Extension fee added to note payable to an accredited investor issued, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [3] |
|
|
|
|
|
| ||
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price [4] |
|
|
|
|
|
| ||
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.005 per share [5] |
|
|
|
|
|
| ||
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.11 per share [6] |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less discount |
|
|
|
|
|
| ||
Net |
| $ |
|
| $ |
| ||
| F-19 |
| Table of Contents |
[1] On March 8, 2010, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $ [2] Effective September 15, 2022, the Company entered into a convertible promissory note with a principal amount of $ [3] Effective February 28, 2023, the Company entered into a convertible promissory note with a principal amount of $ [4] Effective February 28, 2024, the Company issued and delivered to GS a 10% convertible note in the principal amount of $ [5] Effective July 26, 2022, the Company issued and delivered to GS a 10% convertible note in the principal amount of $ [6] Effective August 24, 2023 the Company issued and delivered to GS a 10% convertible note in the principal amount of $
| F-20 |
| Table of Contents |
Effective April 12, 2022, the Company issued and delivered to GS a
Convertible Notes Payable
Current convertible notes payable consisted of the following at April 30:
|
| 2026 |
|
| 2025 |
| ||
Note payable to an accredited investor, with interest at 18%, convertible into common shares of the Company [1] |
|
|
|
|
|
| ||
Note payable to an accredited investor, with interest at 18%, convertible into common shares of the Company [2] |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less discount |
|
|
|
|
| |||
Net |
| $ |
|
| $ |
| ||
| [1] | This convertible promissory note was entered into on April 8, 2025 for $ |
|
|
|
| [2] | This convertible promissory note was entered into on April 8, 2025 for $ |
The following represents the future aggregate maturities as of April 30, 2026 of the Company’s Convertible notes payable:
|
| Amount |
| |
2025 (remaining) |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
Total |
| $ |
| |
| F-21 |
| Table of Contents |
NOTE 8 – STOCKHOLDERS’ DEFICIT
Authorized Shares
As of April 30, 2026 and 2025, the Company had authorized
Common Stock Issuances
During the year ended April 30, 2026, the Company issued a total of
During the year ended April 30, 2025, the Company issued a total of
Series A Preferred Stock
The Series A preferred stock has no redemption, conversion or dividend rights; however, the holders of the Series A preferred stock, voting separately as a class, has the right to vote on
During the year ended April 30, 2026 and 2025 no preferred shares were issued.
Series B Preferred Stock
The Series B preferred stock has a stated value equal to $
During the year ended April 30, 2026 the Company did not issue any shares of its Series B preferred stock.
During the year ended April 30, 2025 the Company did not issue any shares of its Series B preferred stock, however, the Company issued
Warrants
A summary of warrant activity during the years ended April 30, 2026 and 2025 is presented below:
|
| Shares |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Life (Years) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Outstanding, April 30, 2024 |
|
|
|
| $ |
|
|
|
| |||
Granted |
|
|
|
| $ |
|
|
|
|
| ||
Canceled / Expired |
|
| - |
|
| $ |
|
|
|
|
| |
Exercised |
|
| - |
|
| $ |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, April 30, 2025 |
|
|
|
| $ |
|
|
|
| |||
Granted |
|
| - |
|
| $ |
|
|
|
|
| |
Canceled / Expired |
|
| - |
|
| $ |
|
|
|
|
| |
Exercised |
|
| - |
|
| $ |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, April 30, 2026 |
|
|
|
| $ |
|
|
|
| |||
| F-22 |
| Table of Contents |
During the year ended April 30, 2025, the Company issued
Common Stock Reserved
Combined with the
NOTE 9 – INCOME TAXES
The Company accounts for income taxes in accordance with standards of disclosure propounded by the FASB, and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized.
No provision for income taxes has been recorded due to the net operating loss carryforwards totaling approximately $
The deferred tax asset and valuation account is as follows at April 30:
|
| 2026 |
|
| 2025 |
| ||
Deferred tax asset: |
|
|
|
|
|
| ||
Net operating loss carryforward |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
The components of income tax expense are as follows for the years ended April 30:
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Change in net operating loss benefit |
| $ |
|
| $ |
| ||
Change in valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
| F-23 |
| Table of Contents |
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Legal
In the ordinary course of business, we may be, or have been, involved in legal proceedings from time to time. As of the date of this filing, we have no pending or threatened legal proceedings.
On May 26, 2023, Sabby Volatility Warrant Master Fund Ltd. (“Sabby”) filed its complaint against the Company in the Supreme Court of the State of New York, New York County, seeking relief with respect to certain MMEX securities held by Sabby. By Order dated September 13, 2023, the Court granted certain relief to Sabby, including the right to exercise its MMEX securities in exchange for MMEX common stock, with sale proceeds placed in escrow with Olshan Frome Wolosky LLP, counsel to Sabby.
In July 2026, the Company entered into a Settlement Agreement and Release with Sabby Volatility Warrant Master Fund Ltd. (“Sabby”) resolving the action pending in the Supreme Court of New York, New York County (Index No. 652571/2023) with respect to the Company’s Series B Convertible Preferred Shares (stated amount $
NOTE 11 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, all subsequent events have been reported through the filing date as set forth below.
Subsequent to April 30, 2026 the Company received proceeds of $
Subsequent to April 30, 2026 the Company paid $
Subsequent to April 30, 2026 the Company paid $
Subsequent to April 30, 2026 the Company paid $
On July 20, 2026, the Company executed a settlement agreement and release with the Sabby Volatility Warrant Master Fund Ltd. terminating all litigation between the parties.
| F-24 |