UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended:
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
Commission
File Number:
(Exact Name of Registrant as Specified in Its Charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices, Zip Code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of each of the issuer’s classes of common stock, as of October 31, 2025 is as follows:
| Class of Securities | Shares Outstanding | |
| Common Stock, $ par value |
IMPORTANT NOTICE
This present Quarterly Report filed on Form 10-Q/A (the “Report”) includes modifications resulting from the completion of the audit carried out by Fruci & Associates on the Company’s 2023 Annual Report filed on Form 10-K/A on April 28, 2025 (the “2023 10-K/A Report”) as well as its two 2024 Quarterly Reports on Form 10-Q/A for the periods ending March 31, 2024 and June 30, 2024(the “2024 10-Q/A Restated Reports”) reviewed by the auditors and filed on June 30, 2025 and September 16, 2025 respectively. This present restated Report is duly filed in replacement of the original September 30, 2024, filing.
The principal changes to the 10-Q are as follows:
Several important adjustments were made to the Company’s financial statements: 1) the Company’s technology, considered in filings since September 2021 to be an indefinite intangible asset was reevaluated and is now considered to have an estimated useful life equivalent to the period of its underlining patent protection, appropriate amortization being charged to the value of the asset accordingly. This has resulted in an adjustment of $570,484 to the asset value as of September 30, 2024. This has resulted in a charge of $262,119 against the value of the asset as amortization; and 2) the balance sheet was readjusted to include $308,365 of retained earnings.
The recording of the issuance of 20,000 Class A shares of Preferred Stock has been restated since these shares, although duly subscribed, were never paid for. The previous reporting of the Class A Preferred recorded the said shares as having been issued; however, since the required payment for the subscription of said shares was never received, the financial statements have been adjusted accordingly.
The recording of the issuance of 20,000 Class F shares of Preferred Stock has been restated since these shares, although duly subscribed, were never paid for. The previous reporting of the Class F Preferred recorded the said shares as having been issued; however, since the required payment for the subscription of said shares was never received, the financial statements have been adjusted accordingly.
The Company has provided additional disclosure relating to a loan provided by the Company to a third party company signed on April 4, 2024 noting that although at the time of the execution of the loan the borrower was an independent third party owned and controlled by a third party individual, the borrower company had previously been owned and managed by a former officer and a senior employee of the Company.
The Company has provided additional disclosure related to the repayment of a short-term loan taken at high interest with the issuance of a certain Series F convertible note to the creditor.
On the Company’s condensed balance sheet, the Company will now report any “Commitments and Contingencies” as a separate line item.
The Report has been made consistent with the 2023 10-K/A Report and the 2024 10-Q/A Restated Reports with the introduction of small changes in presentation and with some greater detail to improve disclosure.
Matters relating to projected timing in the Report have been changed from the original disclosure to reflect the current belief of management regarding such projections. Where necessary or helpful, the circumstances relating to the need for such adjustment are also reported.
A number of other changes were made to punctuation and grammar that do not affect the sense of disclosure, and where dollar figures included cents, these were rounded up to the nearest dollar.
NEXT-ChemX Corporation
Quarterly Report on Form 10-Q/A
For the Quarter Ended September 30, 2024
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements | F-2 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 6 | |
| Item 4. | Controls and Procedures | 6 | |
| PART II – OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 7 | |
| Item 1A. | Risk Factors | 9 | |
| Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 9 | |
| Item 3. | Defaults Upon Senior Securities | 9 | |
| Item 4. | Mine Safety Disclosures | 9 | |
| Item 5. | Other Information | 9 | |
| Item 6. | Exhibits | 9 | |
| Signatures | 10 | ||
Caution Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q/A, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings, including those previously filed for periods falling after the period reported herein.
Given these uncertainties, readers of this Form 10-Q/A and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
| 2 |
NEXT-CHEMX CORPORATION
INTERIM FINANCIAL STATEMENTS
Table of Contents
| F-1 |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEXT-ChemX Corporation
Condensed Balance Sheets
| September 30, | December 31, | |||||||
2024 (restated) | 2023 (audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Financial Assets | ||||||||
| Prepaid expense and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible asset, net | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Other Current Liabilities | ||||||||
| Loan payable | ||||||||
| Due to related party | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities: | ||||||||
| Notes payable | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $ par value, shares authorized: | ||||||||
| Series A Preferred Stock to be issued as of September 30, 2024 | ||||||||
| Series F Preferred Stock to be issued as of September 30, 2024 | ||||||||
| Preferred stocks subscription receivables | ( | ) | ||||||
| Common stock, $ par value, shares authorized, issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-2 |
NEXT-ChemX Corporation
Condensed Statements of Operations
(Unaudited)
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
2024 (restated) | 2023 (unaudited) | 2024 (restated) | 2023 (unaudited) | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Salaries and Employee Benefits | ||||||||||||||||
| Professional fees and contractors | ||||||||||||||||
| Depreciation and Amortization | ||||||||||||||||
| Other operating Expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Other income | ( | ) | ( | ) | ||||||||||||
| Unrealized gain (loss) on Marketable Securities | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net other Income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Tax Liability | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) per common share: Basic and diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding: Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed (unaudited) financial statements.
| F-3 |
NEXT-ChemX Corporation
Condensed s of Changes in Stockholders’ Equity (Deficit)
(unaudited)
For the Three and Nine Months Ended September 30, 2024 (restated)
Preferred Stocks to be issued | Preferred Stocks Subscription Receivable | Common Stock | Additional Paid-in | Accumulated | Shareholders | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( | $ | ( | ) | |||||||||||||||||||||||||||||
| Net loss | - | - | ( | ( | ) | |||||||||||||||||||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | ( | $ | ( | ) | |||||||||||||||||||||||||||||
| Series A Preferred Stocks to be issued | $ | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss | - | - | $ | ( | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | ( | ) | $ | $ | $ | ( | $ | ( | ) | |||||||||||||||||||||||||
| Series F Preferred Stocks to be issued | $ | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss | - | - | $ | ( | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance Sept 30, 2024 | $ | $ | ( | ) | $ | $ | $ | ( | $ | ( | ) | |||||||||||||||||||||||||
For the three, six and nine months ended September 30, 2023 (unaudited)
| Common Stock | Additional Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock Issuances to 3rd Party | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock Issuances to 3rd Party | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed (unaudited) financial statements.
| F-4 |
NEXT-ChemX Corporation
Condensed Statements of Cash Flows
(Unaudited)
| For the nine months ended | ||||||||
| September 30, | ||||||||
2024 (restated) | 2023 (unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Other income received in from Shares of Stocks | ( | ) | ||||||
| Other Expenses paid in stocks | ||||||||
| Consultant commission paid in third party stock | ||||||||
| Unrealized gain on trading securities | ( | ) | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Related Party Advances | ||||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Net cash provided by (used in) investing activities | ||||||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from the Stock Issuance of Common Stocks | ||||||||
| Net Proceeds from notes payable | ||||||||
| Net proceeds from convertible notes payable | ||||||||
| Net proceeds from loan payable | ||||||||
| Repayment of notes payable | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net increase (decrease) in cash | ||||||||
| Cash, beginning of year | ||||||||
| Cash, end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Cash payments for interest, net of capitalized interest | ||||||||
| Cash payments for income taxes, net | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Cash payments for income taxes, net | $ | $ | ||||||
| Conversion of loan, interest and debt to convertible note | $ | $ | ||||||
| Issuance of Preferred Stocks subscription receivables | $ | $ | ||||||
The accompanying notes are an integral part of these condensed (unaudited) financial statements.
| F-5 |
NEXT-ChemX Corporation
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2024
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
NEXT-ChemX Corporation, formerly known as AllyMe Group Inc., (“Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014, and has adopted a December 31 fiscal year end. The Company trades on the OTC market (Pink Sheet) under the symbol “CHMX”. On December 23, 2021, the Company filed SEC Form 8-A12G becoming a mandatory filer and has since complied with the reporting requirements of the Securities Exchange Commission as a reporting issuer.
Since April 2021, following a complete change of the Company’s shareholders, management, assets and strategy, the business of the Company is the commercialization of a novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”) as further described in Item 2 and Note 5 below. The iTDE Technology is embodied in certain patents and patent applications as well as proprietary knowledge.
The primary focus of the Company is the commercial launch of its iTDE Technology in a scalable system, deployable remotely to customer locations, which will enable the commercial extraction of lithium from natural brines and geothermal sources as well as liquors from leached mined ore solutions. In addition, during the first quarter, management began to focus on developing two to three other targeted systems for the mining of metals as well as water treatment systems and recycling.
Potential future commercial applications for the iTDE Technology include:
| ● | Extracting Fatty Acids from Vegetable Oils for More Economical Refining; | |
| ● | Extracting of Radioactive Ions from Nuclear Plant Stored Water; | |
| ● | Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings; and | |
| ● | Desalination of Sea Water, by Extracting Ions for Water Purification |
During the third quarter of 2024, the Company has continued to manage the construction of the first of two pilot plant systems that will form the basis of its ongoing commercialization efforts by demonstrating the scalability of the system for commercial purposes, by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capability commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium. This work is being conducted in India under contract.
The smaller system was designed to facilitate work on refinement of the basic iTDE system by enabling changes to sensor types and positions as well as adaptations to its other relevant systems. It is expected this will contribute to improvements in efficiency and assist in the modelling of the process for commercial implementation, enabling changes that will reduce the cost and improve the economics of the process. The inherent flexibility of the design also allows the Company to conduct its research into the extraction of other elements thereby exploring the commercial viability of the extraction of other elements.
The first line of the system is expected to be completed during fourth quarter of 2025 and ready for samples from a property for testing. Each future potential customers feed stock will require a custom pilot plant depending on what elements we will be extracting.
The Company anticipates first running extraction tests on brine solutions mixed with controlled defined quantities of elements that approximate the naturally occurring brines of potential customers. The Company has already received brine samples from Clontarf Energy plc, a UK AIM listed company with whom the Company concluded an agreement to iTDE Technology in Bolivia through a jointly established commercial venture. The composition of these brines will be the basis for modeling these controlled samples. This initial calibration of the system will be done by making synthetic brines based upon analytical data received from the Bolivian State Lithium Company and should provide a basis for better testing with actual brines. We expect samples of actual brines to arrive in India in the first quarter of 2026 fror testing in our pilot plant system.
We have also engaged with another Indian engineering company to test the effectiveness of their nano-filtration system to use in front of our pilot plant system to remove significant amounts of divalent ions, such as magnesium and calcium, without the use of any chemicals. This may make our complete system more economical in challenging remote areas such as our project with Clontarf in Bolivia.
Finally, the Company has a relationship with an Indian company to identify complementary technologies that will help expand the scope to the iTDE System. In effect, preparation of materials is often required prior to passing them through the system including filtration and reducing particle size as well as other systems.
Due to a lack of funding, the Company has scaled back its intellectual property protection strategy in the near term.
| F-6 |
NOTE 2 – GOING CONCERN
The
Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $
For
the nine months ended September 30, 2024, the Company showed a net loss of $
From
the anticipated receipts of any financing, the Company must discharge outstanding payables of $
The
Company estimates it will need to raise an estimated $
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash in hand, loans from directors and third parties, including from existing shareholders, or the private placement of common stock. There can be no assurances that management’s plans will be successful.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be viewed in conjunction with the audited financial statements of the Company for the year ended December 31, 2023.
The financial statements are presented in United States dollars.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| F-7 |
Evaluation of Long-Lived Intangible Assets
The Company acquired its principal intellectual property asset in the second quarter of 2021. The value of the asset was initially derived from the underlying arms’ length transaction in which the company owning the technology transferred the technology to the Company in exchange for a specific number of shares of Common Stock of the Company. The value of the shares was itself derived from the fact that such shares were bought and sold in an arms’ length transaction that occurred simultaneously. The technology composed initially of patents and patent applications as well as the Company initially amortized certain knowhow. However, during fiscal year 2021, due to the nature of the technology behind the asset and its application across multiple disciplines and businesses, Management considered the asset to be greater than the individual patents and possible patent applications. Certain technological ideas give rise to various applications (‘stem technologies’). For this reason, on September 30, 2021, the asset as a stem technology was reclassified as an intangible asset of indefinite life. The value taken was that of its book value at the third quarter end 2021 following initial amortization. Intangible assets of indefinite life are not amortized but instead tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired.
The Company is required to evaluate periodically the useful life of its assets and to adjust the value of the asset, depreciating it over its useful life. This revaluation has resulted in the decision to amortize the technology asset as a finite indefinite asset taking as its useful life the protection period of the patents filed to protect the said asset.
The
indefinite intangible asset was reevaluated and is now considered to have an estimated useful life equivalent to the period of its underlining
patent protection, appropriate amortization being charged to the value of the asset accordingly. This has resulted in an adjustment of
$
Revenue Recognition
The Company utilizes a five-step process when assessing the recognition of revenue from contractual obligations.
| (i) | Identification of the type and binding nature of the contract as well as an identification and assessment of the goods and services undertaken with specific reference to the intangible nature of the intellectual property rights sold; | |
| (ii) | Identification of specific performance obligations within the overall contract that are distinct. | |
| (iii) | Determination of the specific price or value of the specific performance obligation. | |
| (iv) | Allocation of the transaction price or value of a specific performance obligation; and | |
| (v) | Determination of the moment the obligation undertaken is delivered or performance is satisfied. |
Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive shares of common stock consist of the common stock issuable upon the conversion of convertible debt, preferred stock and warrants. The Company uses the if-converted method to calculate the dilutive preferred stock and treasury stock method to calculate the dilutive shares issuable upon exercise of warrants.
For the quarterly periods ended September 30, 2024, and September 30, 2023, there were potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these periods. Notwithstanding this, however, it should be noted that as on September 30, 2024, the Company had the following dilutive instruments outstanding convertible into shares of ordinary shares of common stock as follows:
| a) | ||
| b) | convertible
instruments with an outstanding debt of $ | |
| c) | certain
employment and consulting agreements with a provision to convert remuneration and expense
owing to such employees at a conversion price of $ |
| F-8 |
Investment Policy in Joint Ventures
It is the policy of the Company to recognize joint ventures only once sufficient consideration has been received for the venture to impact its operations. Neither the execution of an agreement requiring the formation of a joint venture nor the creation of a shell intended to be the venture vehicle is considered sufficient. Once operations commence in a material manner, the Company will recognize the operation of a joint venture in its financial statements.
PP&E depreciation policy of fixed tangible assets
The
depreciation policy of the Company’s long term fixed tangible assets is decided dependent on the useful life a particular asset
is expected to have. The Company currently operates with very few assets, having no real estate and with very little operational equipment.
The current book value of all fixed tangible assets owned by the Company is $
Recent accounting pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.
The Company has noted the recent issuance by FASB of ASU 2023-07 on November 27, 2023 that introduces amendments to “improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses” to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows”. At present, the Company has no marketable product lines, it is currently developing the technology that will enable the introduction of one or more such lines, however, it is too early to predict in what final product form, and more importantly how many different variations of this, the iTDE Technology will eventually be marketed. The Company’s chief operating decision maker, its CEO Mr. Benton Wilcoxon, who is responsible for the allocation of the Company’s resources acts on the principle that the business cannot as yet be considered to operate with different segments of activity nor is investment into development work divided into different segments, its operating capital and investment being dedicated only to one end, that of completion of the iTDE Technology and its incorporation into one or more final marketable product segments. For this reason, the Company does not expect the adoption of these standards update to have a material impact on the financial statements during the year ended December 31, 2024.
The recent release of FASB No. 2024-02 in March 2024 was in general to improve codification by removing references in the regulations to ‘Concepts Statements’. In the opinion of management these modifications will not affect the presentation of the Company’s financial statements.
Noting also that the Company does not currently offer any profits interests or similar awards, the Company currently does not have any recent accounting pronouncements that they are studying, and feel may be applicable.
NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS
Prepaid
expenses and other current assets amounted to $
| F-9 |
Prior to the current loan arrangement being made, ETD Co was owned and managed by a former officer of the Company and one of its other senior employees and used by them for managing technologies not related to the business of the Company. In 2023, ETD Co had sought to invest in the Company by purchasing its convertible instruments and then its equity, however, this investment was unsuccessful. On April 1, 2024, 100% of the ownership of ETD Co was sold by its shareholders to a third party and since that date neither related party had any further involvement of any kind in its ownership or business, in particular neither related party had any involvement in the proposal, negotiation or operation loan agreement.
NOTE 5 – RESTATEMENT OF THE COMPANY’S INTELLECTUAL PROPERTY ASSET
The Company’s principal asset is its iTDE Technology. This technology is now classified as a finite intangible asset and is amortized over the life of technology’s underlying patents.
Previously, from September 2021, the Company had classified its iTDE Technology as an indefinite intangible asset and therefore the asset was not amortized, however, during fiscal 2023, the Company reassessed its iTDE Technology, concluding that such technology was a finite, rather than infinite, intangible asset. As a result, the Company began to restate the value of the technology on its books by applying retroactive amortization to the value of the asset. The audited annual report of the Company for 2023 filed with the SEC on form 10-K/A on April 28, 2025, records the results of the reevaluation and this Report continues the accounting treatment of the asset as set forth in the 2023 annual financial statements.
The following table illustrates the result of the reclassification showing amortization applied since December 31, 2022:
| Cost, Amortization and Carrying Amount of the iTDE Technology | ||||
| Cost | ||||
| At December 31, 2022 | $ | |||
| Additions | ||||
| Transfers | ||||
| At September 30, 2023 | ||||
| Additions | ||||
| Disposals | ||||
| At December 31, 2023 | ||||
| Additions | ||||
| Disposals | ||||
| At September 30, 2024 | ||||
| Accumulated Amortization | ||||
| At January 1, 2022 | ||||
| Charge for the year | ||||
| At December 31, 2022 | ||||
| Charge for the year | ||||
| Prior Period Adjustment | ||||
| At December 31, 2023 | ||||
| Charge for the period | ||||
| At September 30, 2024 | ||||
| Carrying amount | ||||
| At December 31, 2022 | ||||
| At December 31, 2023 | ||||
| At September 30, 2024 | ||||
| F-10 |
NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of September 30, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of as follows:
| September 30, | December 31 | |||||||
| 2024 | 2023 | |||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued payroll | ||||||||
| Accrued interest | ||||||||
| Total | $ | $ | ||||||
As
on September 30, 2024, the Company owed a total of $
| (i) | A
loan of $ | |
| (ii) | A
loan of $ | |
| (iii) | A
loan of $ | |
| (iv) | A
second loan of $ |
All the remaining loans outstanding on September 30, 2024, will fall due after fiscal year end 2025.
Principal Amount falling due | ||||
| Period When Loan Falls Due: | ||||
| Fourth Quarter 2025 | $ | |||
| Total Falling due in 2025 | $ | |||
| Total Falling due in 2026 | $ | |||
On
February 29, 2024, seven senior employees and consultants of the Company who were owed a total of $
The Debt Extension Agreements were signed to cover all debts owing from time to time to the seven employees and consultants of the Company that were : (i) legitimately incurred unpaid contractual remuneration (ii) existing debts agreed and already deferred; (iii) advances made by the employee or consultant to the Company that are recorded on the books of the Company; (iv) any portion of employee’s or consultant’s agreed future remuneration that will not be paid in a timely fashion, all such debt being accumulated as a recognized debt in accordance with the terms of the Debt Extension Agreements.
The
Debt Extension Agreements further set out the terms under which the seven employees and consultants would receive their past indebtedness
as well as how future remuneration is to be paid. The Debt Extension Agreements also grant the right for each signatory to convert all
or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of
| F-11 |
Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Debt Extension Agreements execution, being March 1, 2029.
As
at September 30, 2024, a total of $
By signature of an addendum with each of the signatories of the Debt Extension Agreements on May 30, 2025, the said agreements shall only enter into force on the first date following May 30, 2026 on which the total debt of the Company outstanding to any listed shareholders of the Company who are not employees of the Company has been either converted to shares of common stock of the Company, or paid in full, or forgiven; If this suspensive condition is not realized on or before May 30, 2026, each of the Debt Extension Agreements shall become void and cease to have effect.
As at the date of the present Report none of these Debt Extension Agreements had entered into force.
All of the Directors, Officers, employees, consultants and professionals owed remuneration and expenses by the Company under the Debt Extension Agreements are considered important to the Company’s operations and business. The Company holds agreements on the deferral of debt with seven of the above that will enter into force under certain conditions whereby the shareholder debtors agree to convert their debt into equity.
NOTE 7 – CONVERTIBLE NOTES, PROMISSORY NOTES AND LOANS
During
the nine months ended September 30, 2024, the Company issued eighteen
convertible notes (Series F) with aggregate amount of $
On
February 20, 2024, $
On
February 21, 2024, $
On
February 23, 2024, $
On
March 2, 2024, $
On
March 28, 2024, $
On
April 3, 2024, $
On
April 18, 2024, $
On
May 15, 2024, $
On
May 16, 2024, $
On
May 17, 2024, $
On
May 22, 2024, $
On
July 16, 2024, $
On
August 9, 2024, $
On
August 16, 2024, $
On
August 23, 2024, $
On
August 30, 2024, $
On
September 24, 2024, $
On
September 30, 2024, $
As
of September 30, 2024, the total aggregate convertible debt outstanding was $
The Series F convertible note issued on May 15, 2024, was issued to a shareholder to extinguish a short-term loan concluded with the same shareholder on November 16, 2023, that came to maturity on the same date of May 15, 2024. The short-term loan was extinguished on the maturity date without default on the part of the Company.
| F-12 |
Around
the time of the maturity of the loan, the shareholder concerned had elected to purchase a second block of $
Whereas
in November of 2023, the financial situation of the Company was more difficult forcing the Company to secure financing of expensive terms,
by February of 2024, the situation had improved. A Form D was filed with the SEC on February 27, 2024
The
short term November 16 loan was for a principal loan amount of $
Since, at the time of Maturity the Company was raising money on better terms than those contained in the short term loan, the Company could have simply repaid the short term loan in the normal way with proceeds from the issuance of a Series F note, however, since the investor purchasing the notes was also the lender due repayment of the short term loan, the Company and the debtor elected to extinguish the obligation under the short term loan by offsetting the amount due under the short term loan with the amount payable under the May 15, 2024 Series F note.
In the extinguishment of the short-term loan, the Company recognized neither loss/gain since the principal was converted on the day the loan matured.
As
of September 30, 2024, the Company had nine outstanding conventional loans with an aggregate value of $
During
the three months ended September 30, 2024, the Company recognized interest expense on its loans and convertible notes of $
NOTE 8 – RELATED PARTY TRANSACTIONS
The Company continues to rely on advances from related parties in support of its operations and cash requirements are expected to continue until such time as the Company can support itself or attain adequate financing through sales of equity or debt financing. Most support took the form of the nonpayment of all or a portion of salary payments to senior Directors, Officers, consultants, and employees, effectively constituting a deferred debt payment to such persons.
As
of September 30, 2024, seven individuals employed by the Company as Directors and Officers, employees and full-time consultants, were
owed a total of $
| F-13 |
On September 30, 2024, the following Senior Managers were owed the following amounts:
| Name | Title | Amount owing ($) | Accumulated Leave ($) | Total Liability ($) | ||||||||||
| Benton Wilcoxon | ||||||||||||||
| John Michael Johnson | ||||||||||||||
| Total Liability: | ||||||||||||||
Under
the terms of the Debt Extension Agreements concluded between the two Senior Managers and a further five other employees and
consultants the outstanding debt to such persons may be converted into common stock under certain terms. In particular, such debt
might be converted into shares at the price which is five percent (
On April 4, 2024, the Company entered into a loan agreement with a third-party engineering and technology development company (“ETD Co”). This US based corporation was, prior to the negotiation and signature of the loan agreement, previously owned and managed by a former officer of the Company (who resigned from the Company on February 22, 2024) and one of its other senior employees. Neither of these two related parties had any involvement in negotiation, execution or subsequent business related to the loan or the relationship between the ETD Co and the Company after April 1, 2024.
Since May 4, 2022, ETD Co had sought to invest into the Company by purchasing its convertible notes and shares, however, these proposals were dependent on ETD Co raising funds for its own operations. In raising funds, ETD Co was using the services of a third-party financial expert (the “Financial Consultant”) however, ETD Co was never successful in closing on this finance so no investment was ever made in the Company. In addition, ETD Co proposed introducing the Company to complimentary technologies that might benefit the Company; however, the Company did not pursue any of these introductions or proposals and no funds were ever paid to ETC Co by the Company for this purpose. On April 1, 2024, the Financial Consultant acquired the entire ownership interest in and to the ETD Co and its business including its relationship with the Company. Since the date of the sale neither related party had any further involvement of any kind in its ownership or business, in particular neither related party mentioned in connection with ETD Co had any further involvement with ETD Co and in particular in relation to the proposal, negotiation, execution or operation loan agreement dated on April 4, 2024, this being carried on by the Financial Consultant independently in connection with proposals to provide funding to the Company.
NOTE 9 – VALUE OF FINANCIAL INSTRUMENTS
As
of September 30, 2024, the Company holds certain shares in the AIM publicly traded company Clontarf Energy plc. These shares were acquired
on May 31, 2023, when the market price for such shares on AIM was GBP . The table below sets forth the fair market value of the
shareholding based on the closing price for the shares on the AIM market. As of September 30, 2024, the market price for Clontarf shares
was GBP , putting the Fair Value of the Investment at $
The
Company recognized a loss of $
From the acquisition Date to period cover September 30, 2024, the fair market value (FMV) of the shareholding was reported as follows:
| Date | Number of Shares | Market Price | Exchange Rate | Amount in USD | ||||||||
| Acquisition Date | GBP | |||||||||||
| Period End | GBP | |||||||||||
| Unrealized (Loss) | ( | ) | ||||||||||
| F-14 |
For the nine month period from January to September 2024, the FMV was reported as follows:
| Date | Number of Shares | Market Price | Exchange Rate | Amount in USD | ||||||||
| Year End, FMV | GBP | |||||||||||
| Period End | GBP | |||||||||||
| Unrealized Gain | ( | ) | ||||||||||
NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT)
The Company is authorized to issue shares of common stock with a par value of $ and shares of preferred stock with a par value of $.
On September 30s, 2024 there were shares of common stock outstanding.
During the nine months ended September 29, 2024 the Company issued shares of common stock.
On May 29, 2024, the Company Board of Directors agreed to the issuance of a total of newly authorized preferred stock in a class identified as Class “A” Preferred Stock. Ten thousand () Class “A” Preferred Stock were subscribed by John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, with the additional ten thousand () Class “A” Preferred Stock being subscribed for and on behalf of the Board of Directors of the Company to utilize as the Board sees fit in the best interest of the Company. These shares were to be issued at par value of $ and subscription agreements were duly concluded, however, since the subscriptions were never paid, the offer to subscribe was withdrawn.
As of June 30, 2025, no funds had been transferred to pay for the Class “A” Preferred Stock subscriptions. As a result, on notice to the subscribers duly given, the issuance of these shares of Class “A” shares of Preferred Stock was revoked for non-payment. As at September 30, 2024, the entire Class “A” Preferred Stock series was withdrawn and cancelled.
On September 23, 2024, the Company Board of Directors elected to create a new class of preferred stock, identified as Class “F” Preferred Stock, and issued a total of shares of this Series F Preferred Stock. Ten thousand () Class “F” Preferred Stock was issued in the name of John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, and an additional ten thousand () Class “F” Preferred Stock was issued to the Board of Directors of the Company to utilize as the Board sees fit in the best interest of the Company.
Each
share of Class “F” Preferred Stock ranks senior to all Common Stock and any other class of securities.
As of June 30, 2025, no funds had been transferred to pay for the Class “F” Preferred Stock subscriptions. As a result, on notice to the subscribers duly given, the issuance of these shares of Class “F” shares of Preferred Stock was revoked for non-payment. As at September 30, 2024, the entire Class “F” Preferred Stock series was withdrawn and cancelled.
During the nine months ended September 30, 2024, the Company issued options under the Company’s 2021 Stock Incentive Plan (the “Plan”).
During the nine months ended September 30, 2024, one of the outstanding convertible debt of the Company was converted into shares of common stock.
NOTE 11 – SUBSEQUENT EVENTS
On June 30, 2025, the Board of Directors, noting that the subscription payments due to effect the issuance of the twenty thousand shares of Class “A” Preferred Stock payable in accordance with the subscription agreements entered into on May 29, 2024 had not been paid, and following notice duly given, cancelled the said subscriptions. In addition, at the same time the Board of Directors revoked and cancelled the entire series of Class “A” Preferred Stock.
On June 30, 2025, the Board of Directors, noting that the subscription payments due to effect the issuance of the twenty thousand shares of Class “F” Preferred Stock payable in accordance with the subscription agreements entered into on September 23, 2024 had not been paid, and following notice duly given, cancelled the said subscriptions. In addition, at the same time the Board of Directors revoked and cancelled the entire series of Class “A” Preferred Stock.
During
the period commencing on October 1, 2024 and ending with the date of the present Report, the Company financed its business through the
issuance of 12 new convertible notes (Series F) with an aggregate principal face value of $
On
September 13, 2025, two loans, each with a principal amount of $
| F-15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company was organized on August 13, 2014, as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes. The Company’s registered address is 3773 Howard Hughes Pkwy STE 500S, Las Vegas, NV, 89169, USA, and its principal office is located at 1980 Festival Plaza Drive, Summerlin South, 300, Las Vegas, NV 89135.
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011, and has less than $1 billion of total annual gross revenues during last completed fiscal year.
Overview of the Business
Since April 27, 2021, the Company has changed its business entirely with the acquisition of intellectual property assets related to a novel membrane-based ion extraction process (“iTDE Technology”), which is able to extract ions exiting in low concentrations from liquid solutions. The iTDE Technology is now being used in laboratory pilot testing to enable the Company to produce its first commercial prototypes using the novel the Extraction method. The iTDE Technology allows for the removal of ions from solution: without concentration by evaporation (significantly preserving the water resources); without pressure or additional heating (reducing energy costs); and targets the specific ions to be extracted (reducing the need for further operations and increasing the potential for the sale of other ions present in the solution). Because of the reduced interference with the environment, the lower energy costs, and the lack of a need for large evaporation ponds, management considers the iTDE Technology to be more environmentally friendly and sustainable when compared to alternatives.
The iTDE Technology has been shown effective when extracting lithium from brine solutions or mine leach solutions, and to have significant potential in the following applications: extracting fatty acids from vegetable oils as a superior refining process; extracting glycerides from biodiesel as a superior purification process; extracting radioactive ions from nuclear waste waters; extracting specific metal ions from mine leach solutions and waste effluents; and to remove salts from seawater for desalination, among other things.
Currently, the primary focus of the business is on completion of the first of two pilot plants embodying the iTDE Technology system that will enable the demonstration of the extraction system for the extraction of lithium, calcium, magnesium, boron, and certain other elements. The first system will provide greater flexibility to optimize and extend the reach of the process, allowing for replacement of sensor systems and variation of process parameters. It is anticipated that this pilot plant will not only demonstrate the system and its ability to target lithium using naturally occurring brines and liquors (solutions of crushed ores) but also provide a platform to optimize the extraction process and extend the extraction to other elements. The first pilot plant will enable the Company to establish the percentage level of extraction including the purity of the extracted elements and the chemical form of the extracted elements. This will give a clear indication of the economics of the process.
A second pilot plant system is planned using experience gained from the first pilot plant to improve the current design enabling higher throughputs and a better processing ability for marketing purposes.
The Company believes it has the ability of the system to scale up due to its modular configuration: adding more units increases the extraction potential. It is anticipated following successful completion and trial and calibration of the iTDE System pilot plant, the Company will launch the commercial testing and deployment of its system that will enable the commercial deployment of the system.
It is important for the commercialization process that the Company have access to material to process (“feedstock”) since the process will usually be particularly adapted to suit a particular feedstock. On March 27, 2023, the Company signed a Partnership Agreement with the UK AIM listed company Clontarf Energy plc (“Clontarf”) in accordance with which the partners would pursue together the possibility of using the Company’s iTDE Technology to extract lithium and other materials from feed-stock brines in Bolivia. On behalf of the partners, Clontarf submitted a bid to the “Pública Nacional Estratégica Yacimientos de Litio Bolivianos” (the ‘National Strategic Public Company of Bolivian Lithium Deposits’ or “YLB”) in the Call for Bids (“convocatoria”) for the seven priority salares (salt pans) in Southern Bolivia. Since fiscal year 2023, the Clontarf bid has made progress through the bidding process which consists of five phases. Given the extended time and uncertainty of winning the convocatoria, the Company has begun to explore alternative sources of feedstock with commercial potential in particular in the US where environmental considerations and clean-up are paramount and where the Company’s technology may open access to domestic sources of strategic materials.
The Company has been focusing on additional and complementary technologies that will enhance its system either by rendering it more efficient or by reducing costs. In the second quarter of 2024, the Company entered into an agreement with a third-party US engineering and technology development company (“ETD Co”) that may provide access to additional technologies focusing initially on membrane advances before turning to milling technology. If successful, the Company may use all or part of a certain loan to acquire such technology. In the third quarter 2024 there was no change to the agreement. The funds transferred for this purpose are secured as a loan earning 8% interest and are due to be repaid by May 30, 2026, if no specific technology is acquired by the Company prior to repayment.
| 3 |
Results of Operations
The following tables summarize the results of our operations during the three months, and the nine months ended September 30, 2024, and 2023, respectively:
| Three Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Operating expenses | 329,556 | 403,435 | (73,879 | ) | ||||||||
| Other (Income) expense | 50,926 | 519,422 | (468,496 | ) | ||||||||
| Net profit (loss) | (380,482 | ) | (922,857 | ) | 542,375 | |||||||
| Profit (Loss) per share of common stock | (0.01 | ) | (0.03 | ) | 0.02 | |||||||
During the three months ended September 30, 2024, the principal focus of the Company continued to be the finalization of pilot plant engineering and construction in India. In addition, work in developing specific membranes for use with the Company’s technology was undertaken. The Company was also focused on seeking finance for its future and dealing with certain litigation issues. During this period, the Company incurred operating expenses of $329,556, a 18% reduction when compared to the $403,435 incurred during the same period in 2023. In contrast, Other Expense was considerably reduced from the $519,422 incurred in the three months ended September 30, 2023 to $50,926 for the same period in 2024. The resulting loss for the two periods was therefore reduced by $542,375, with the Net Loss incurred during the 3-month period ending September 30, 2024 being $380,482 compared to a loss of $922,857 for the same period in 2023.
The difference of $542,375 in Net Loss between the two third quarter periods was the result of the fulfillment by the Company the obligations of the Company to issue shares to its contractual partner Clontarf Energy PLC. In compliance this obligations, the Company recorded expense of $500,000 in shares of Common Stock. If this one-off expense is removed, the Company recorded a reduction in Net Loss of $42,375.
This reduction of $42,375 in the Net Loss was the result of the continuing efforts during the period ending September 30, 2024 to reduce Company expenses. The Company reduced its US laboratory and office rental expense (together $10,971) as well as its intellectual property expenses ($35,537) and travel expenses ($13,626) with the remaining reduction in general operating expenses. However, while wages were reduced by $84,750, this reduction was offset by an increase in payments to contractors and consultants of $126,570 reflecting a need to advance operations with the emphasis on hiring expertise as required. Interest on outstanding debt increased by $30,033 with a total of $49,455 in interest debt being recorded during the third quarter of 2024. Interest payable was partially offset by interest of $14,401 due on the loan to ETD Co, a third party engineering and development corporation, recorded in the same period.
The following table summarizes the results of our operations during the nine months ended September 30, 2024, and 2023, respectively:
| Nine Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Operating expenses | 1,284,049 | 1,421,663 | (137,614 | ) | ||||||||
| Other (Income) expense | 36,220 | 356,891 | (320,671 | ) | ||||||||
| Net profit (loss) | (1,320,269 | ) | (1,778,554 | ) | 458,285 | |||||||
| Profit (Loss) per share of common stock | (0.04 | ) | (0.05 | ) | 0.01 | |||||||
The overall comparison of Operating Loss for the 9-month period ending September 30, 2024 with the same period in 2023 demonstrates the wider efforts of the Company to reduce expenses during fiscal 2024. This reduction was enabled principally by the ongoing strategy of transferring much of the Company’s operations to India and the reorganizing of its human resources to reduce full time employees in favor of consultants engaged for specific tasks.
The 9-month period ending 2024, continued this Company’s shift of operations resulting in a decrease in operating expenses of $249,951, excluding depreciation and amortization, interest income and expense and other income related to share issuances and ownership. Management has been aware for some time that the development of the pilot plants necessary would take longer and require considerably more funding if carried out in the US, and with a majority of the critical staff already resident outside the US and the lower costs of operating abroad, this strategy has proven beneficial.
| 4 |
Overall, the 9-month combined operating expenses for 2024 were $1,284,049 as compared to $1,421,663 for the same 9-month period of 2023, and the net losses were $1,320,269 compared with 1,778,554, representing a reduction in losses during the respective periods of $458,285. Much of the underlying picture of the Company’s finances is obscured by the one-off receipt of the Clontarf shares valued at $203,050 and the issuance of $500,000 worth of common stock of the Company to Clontarf, and recorded as other income in 2023.
The largest decrease in expenses during the first nine months of 2024 when compared to the same period of 2023 was the reduction of $166,307 in salaries for both managers, employees and research and development personnel. This was partially offset by cancellation of leave benefit. Intellectual property expenses were also lower in the nine month comparison of 2023 over 2024, a reduction of $59,586, however, these payments are dependent on patent work and patent maintenance rather than as a predictable quarterly expense. The Company was successful in reducing the general operational overheads by small amounts to conserve cash.
The Company’s reliance on debt financing led to an increase in interest expense with $128,351 recorded for the nine months ended 2024 as compared to $59,944 for the same period in 2023.
The introduction of the amortization of the Company’s iTDE Technology also resulted in the addition of $74,891 in expense for the nine-month period ending September 30, 2024, over the same period in 2023.
For the nine months ended September 30, 2024, the Company booked interest payments of $41,359 on the indebtedness of long-standing unpaid salaries to senior employees leading to an increase in employee benefits.
Liquidity and Capital Resources
As of September 30, 2024, we had total current assets of $694,685 and an accumulated deficit of $7,832,379.
Our operating activities used $1,033,072 in cash for the nine months ended September 30, 2024, while our operations used $366,458 cash in the nine months ended September 30, 2023. Operating activities included loans to a third-party company amounting to $496,025 expected to be returned with interest during second quarter of 2026. During this period, the Company has focused attention on the work necessary to complete the pilot plants. Strategically it is considered necessary to complete the pilot plants to enable the Company to move to the next stage of its marketing plan: to demonstrate the system and its extraction economics to potential users. The Company currently has several companies interested in evaluating the system using their brines and these tests will consume a considerable amount of time once the pilot plants are ready to process. Management considers it preferable to focus on this work, and this has led to an overall reduction in expenses prior to reengaging in other activities.
During the nine-month period ending September 30, 2024, the Company spent approximately $148,000 per month in operating costs, with a projected annual expense of approximately $1.78 million. During the nine-month period ending September 30, 2024, $703,747 of Company expenses were incurred as accumulated debt mostly to employees, consultants and professionals.
Our cash requirements continue to be primarily for the finalization of the iTDE System pilot plant. While the Company anticipates opening corporate offices in the US in the future as well as manufacturing facilities, at present the focus is on the shift of development and engineering work to India to accelerate the ability to carry out Pilot Plant trials with customer brines and liquors.
Historically we have depended on investment from our principal shareholders and their affiliated companies to provide us with working capital as required as well as the forbearance of our employees and consultants to forgo all or part of their contracted salaries. There is no guarantee that such funding or other sources of funding will be available when required and there can be no assurance that our stockholders and employees, or any of them, will continue making loans or advances to us in the future. During the period prior to the issuance of the present Report, the shareholders supporting the Company have become increasingly impatient with the pace of progress to completion of the pilot plants and this may have an effect on the level of finance available to the Company to continue its business.
| 5 |
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.
Seasonality
Our operating results are not affected by seasonality.
Inflation
The Company has in the past used funding from debt convertible equity as its primary source of funding. In the event of a high inflationary environment, this method of funding may become more expensive and may be less readily available. Our core business and operating results are not affected in any material way by inflation.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with GAAP and all amounts recorded throughout this Report are stated in US dollars. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from the estimates made by management. Certain accounting policies that require significant management estimates and are critical to our results of operations and financial position. Our critical accounting estimates are discussed in Note 2 regarding our unaudited financial statements contained herein.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4 - Controls and Procedures
Disclosure of Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s chief executive officer (who is the Company’s principal executive officer) and the Company’s President (who is the Company’s chief operating officer) as well as its Financial Officer (the Company’s principal financial officer) to allow for timely decisions regarding required disclosure. At present one person combines the roles of President and Chief Financial Officer. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company’s disclosure controls and procedures was due to material weaknesses identified in the Company’s internal control over financial reporting, described below.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. To evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company’s principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
Based on this evaluation, the Company’s management concluded its internal control over financial reporting, while significantly improved, was still not effective as of September 30, 2024.
Changes in Internal Control Over Financial Reporting
Principal financial controls are managed by the Company’s controller who maintains the accounts under the supervision of the Chief Financial Officer. At present the Company still relies on advances by officers and employees using their own means of payment to fund the Company, these are then repaid (or accumulated as debt) against an accounting of such expenses. The Company plans to issue its own means of payment in the future that would improve efficiency and transparency. The Company changed its bankers during the course of the third quarter 2023. While we believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any Company have been detected, the Company continues to improve its control environment with a view to establishing an effective control environment and to satisfying the Company auditors of the same.
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PART II
OTHER INFORMATION
Item 1 - Legal Proceedings
On April 26, 2024, Judge Elizabeth Leonard of the Midland County District Court in Midland, Texas entered a Third Turnover Order (the “Turnover Order”) requiring the Company to turn over 15,866,096 of its common shares, registered to a corporation with the same name as the Company (NEXT-ChemX Corporation) but registered in a different jurisdiction, to NEXT-ChemX Corporation, a Texas corporation, Glenn A. Little, as Director and Receiver. Sparkie Properties L.L.C. (“Sparkie”) that is managed by Glenn Little who was also appointed receiver of, a privately held Texas corporation.
This decree was issued even though neither the privately held NEXT-ChemX Corporation, chartered in Texas, nor the Company itself was ever involved in the underlying lawsuit giving rise to said decree. This order arose from litigation in Sparkie Properties L.L.C. v. NextMetals Limited and Benton Wilcoxon, CV 58242, in the District Court of Midland County, Texas, 238th Judicial District. The shares of the Company owned by NEXT-ChemX Corporation, the privately held Texas corporation, were alleged to belong to NextMetals Limited, a defendant in the litigation, rather than the aforementioned closely held Texas private company.
In fact, NextMetals Limited, a Gibraltar corporation defendant in the litigation does own shares in the closely held Texas private company, NEXT-ChemX Corporation, however the order has been issued to seize not the shares in the private Texas company but rather the private Texas Company’s assets, the shares in the Company. The similarity of names between the Company and the private Texas corporation came about in 2021 when the Company adopted the changed its business and adopted the name of its principal shareholder that has contributed the technology currently exploited by the Company in exchange for a controlling share. These facts were ignored by the Court; moreover, when the private Texas Company whose assets were under threat approached the Court to be heard, the Judge refused allow it a hearing and proceeded with the judgement effectively depriving the private Texas company of its asset.
The Turnover Order is not a final order as it is currently on appeal with the Texas Court of Appeals for the 11th District in Eastland, Texas. As of October 25, 2025 the matter is still on appeal.
When the Company received notice from its transfer agent, Empire Stock Transfer Inc. (“Empire”) of Henderson, Nevada that, irrespective of the ongoing appeal of the Turnover Order and the fact that the shares covered by the Turnover Order were not the property of Sparkie Properties, L.L.C., Empire nevertheless advised the Company that it intended to issue the shares covered by the Turnover Order. The Company immediately terminated Empire as its transfer agent. This was done via an email and letter delivered on May 23, 2024, in which Empire acknowledged the receipt.
Although Empire no longer represented NEXT-ChemX Corporation, the Nevada public company, Empire promptly cancelled the shares owned by NEXT-ChemX Corporation, the closely held private corporation and issued 15,866,096 common shares in the public company divided into two certificates to NEXT-ChemX Corporation, a Texas corporation, Glenn A. Little, as Director and Receiver.
The Company and its attorneys believe the Turnover Order is illegal for reasons stated in a brief timely filed by attorneys for Benton Wilcoxon and NextMetals Ltd with the Texas Court of Appeals.
On approximately November 04, 2025, the Company filed a Form 8-K stating the following:
Filing of civil Complaints by filer NEXT-ChemX Corporation (Nevada) (the “Company”) against Sparkie Properties LLC, Glenn A. Little, and Empire Stock Transfer Inc.
On or about October 23, 2025, NEXT-ChemX Corporation, a Nevada corporation (the “Company”), a publicly traded company, filed suit against Sparkie Properties LLC, (“Sparkie”), Glenn A. Little (“Little”), Sparkie’s sole owner and manager, and Empire Stock Transfer Inc. (“Empire”), the transfer agent for the Company. On the same day, the Company also sued Sparkie for separate causes of action, discussed further herein. Both complaints were filed in Las Vegas in the District Court for Clark County, Nevada. In addition, NEXT-ChemX Corporation of Delaware, a private corporation which owns shares in NEXT-ChemX Corporation (Nevada), filed a separate complaint against Sparkie and Mr. Little in the Chancery Court of Delaware in New Castle County, Delaware, on or about October 22, 2025.
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The triggering event that is the cause of this Form 8-K filing is deemed by management to be the service of process upon all defendants in the three lawsuits described herein. Although plaintiff NEXT-ChemX Corporation (Nevada) has not completed this required step of serving all defendants, the Company’s management considered the event of the lawsuits referenced and described herein to be of such material importance that a public filing noting and describing the lawsuits would be helpful to the Company’s shareholders in making possible decisions with respect to their investment in NEXT-ChemX Corporation (Nevada).
The verified complaint filed in the Court of Chancery in Delaware, filed on or about October 22, 2025 and served upon the corporate transfer agent for Sparkie in Dover, Delaware, sought the entry of an order declaring that a default judgment entered by the District Court for Midland County, Texas in favor of Sparkie Properties LLC and against NextMetals Limited (“NextMetals”) and Benton H Wilcoxon (“Wilcoxon”) be declared null and void because Sparkie’s and Little’s underlying Texas petition to collect an antecedent debt owed by NextMetals and partially guaranteed by Wilcoxon was never served with due process and was, therefore, not entitled to full faith and credit in Delaware. That complaint was given Civil Action Number 2025-1173-PAF.
The Delaware complaint also requested an order decreeing that 23,844,446 common shares, more or less, of common stock issued by NEXT-ChemX Corporation, a publicly traded Nevada corporation, to the Plaintiff when it was a closely held Texas corporation (now a corporation chartered in Delaware) by a Texas court in a Turn Over Order was null and void because said order was lacking in due process. The Delaware lawsuit further sought injunctive relief in the form of an order declaring that the Plaintiff, previously known as NEXT-ChemX Corporation of Texas (before moving its corporate status to Delaware) was and is the rightful owner of those Shares.
Almost simultaneously with the filing of the Delaware lawsuit, NEXT-ChemX Corporation of Nevada filed two lawsuits in the district court of Clark County, Nevada on October 23, 2025. The first of these, captioned NEXT-ChemX Corporation, a Nevada corporation, vs. Empire Stock Transfer Inc. (“Empire”) and Glenn A. Little, (“Little”), and assigned Case Number A-25-931193-C in Department 11, sought to recover compensatory and exemplary damages and other equitable relief and remedies available under Nevada common law as a result of Empire’s and Glenn Little’s joint tortious interference with NEXT-ChemX Corporation (Nevada)’s right of contract with its transfer agents and its rights of prospective economic advantage.
The lawsuit also sought to recover damages from both Empire and Little for corporate defamation and breach of Empire’s fiduciary duty as a transfer agent ostensibly representing NEXT-ChemX Corporation’s interests. Moreover, the Nevada public company also sued Little for making false and defamatory representations to the plaintiff’s transfer agents to the detriment of the Nevada plaintiff and for engaging in a civil conspiracy that interfered with and damaged NEXT-ChemX Corporation’s economic and contractual relationships.
The second lawsuit filed by NEXT-ChemX Corporation of Nevada named Sparkie Properties LLC as the sole defendant. That complaint was assigned Case Number A-25-931195-C. The lawsuit alleges that Sparkie unlawfully converted intangible personal property (shares in the public company Sparkie had no right to take) using specious claims and blatant misrepresentations of both the underlying facts and the law Sparkie had previously made to the Texas district court sitting in Midland, Texas.
The lawsuit also alleges that Sparkie’s management violated numerous laws and provisions of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) by filing inaccurate public records with the Commission, all in violation with federal and state securities laws promulgated by the SEC in reliance on the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Hence, Plaintiff NEXT-ChemX Corporation of Nevada seeks declaratory and injunctive relief from the Nevada state district court in Las Vegas.
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NOTICE OF PROPOSED CLASS ACTION SETTLEMENT
A court authorized this Notice. This is not a solicitation from a lawyer.
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC. V. B F BORGERS CPA PC, ET AL.CASE NUMBER 2024CV030771, JEFFERSON COUNTY DISTRICT COURT, DIVISION 15
TO: FORMER CLIENTS OF DEFENDANTS (the “Class”).
FROM: SETTLEMENT OF CLASS ACTION LAWSUIT
Plaintiff and Borgers preliminarily reached a settlement, subject to Court approval, for all claims by Plaintiff and the Class against Borgers for claims that Borgers’s failed to perform audits as contracted. Borgers denies liability and maintains it performed as promised and in compliance with all regulations and Colorado law.
The total settlement amount is $8,000,000.00, inclusive of attorneys’ fees, attorneys’ expenses, settlement administration expenses, and Plaintiff’s service award. Your proportionate share is estimated to be $34,698.07.
Class Counsel, Towards Justice and the Markham Law Firm, intend to ask the Court for 38% of the $8,000,000.00 settlement amount to reimburse them for fees and expenses. Plaintiff intends to request a $100,000.00 service award to compensate Plaintiff for Plaintiff’s services to the Class in securing this settlement. The settlement amount—after fees, expenses, administration expenses, and service award—will be distributed to the Class on a pro rata basis based on the total amounts collected by Borgers from Participating Class Members between January 1, 2021, and July 2, 2025. In exchange for the settlement amount, Plaintiff and the Class will release all claims they have against Borgers for claims that Borgers’s audit services were noncompliant. This is merely a summary. The complete Settlement is available for review on the Court docket or by contacting the Settlement Administrator.
| A hearing is set where the Court will consider approving the Settlement. The hearing is at 1:00 p.m. on December 11, 2025, in the Jefferson County District Court, 100 Jefferson County Parkway, Golden, CO 8041, Division 15 |
Item 1A – Risk Factors
Not applicable.
Item 2 - Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item 3 - Defaults upon Senior Securities
None.
Item 4 - Mine Safety Disclosures
Not applicable.
Item 5 - Other Information
None.
ITEM 6. EXHIBITS
The following exhibits are filed as part of this report or incorporated by reference:
| Exhibit No. | Description | |
| 31.1* | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101* | Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q/A. | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q/A, included in the Exhibit 101 Inline XBRL Document Set. |
* Filed herewith
** Furnished herewith
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 18, 2025 | NEXT-ChemX Corporation | |
| By: | /s/ Benton Wilcoxon | |
| Benton Wilcoxon | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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