false Q1 --12-31 0001657045 0001657045 2024-01-01 2024-03-31 0001657045 2024-07-12 0001657045 2024-03-31 0001657045 2023-12-31 0001657045 us-gaap:NonrelatedPartyMember 2024-03-31 0001657045 us-gaap:NonrelatedPartyMember 2023-12-31 0001657045 us-gaap:RelatedPartyMember 2024-03-31 0001657045 us-gaap:RelatedPartyMember 2023-12-31 0001657045 2023-01-01 2023-03-31 0001657045 us-gaap:CommonStockMember 2023-12-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001657045 us-gaap:RetainedEarningsMember 2023-12-31 0001657045 us-gaap:CommonStockMember 2022-12-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001657045 us-gaap:RetainedEarningsMember 2022-12-31 0001657045 2022-12-31 0001657045 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001657045 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001657045 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001657045 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001657045 us-gaap:CommonStockMember 2024-03-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001657045 us-gaap:RetainedEarningsMember 2024-03-31 0001657045 us-gaap:CommonStockMember 2023-03-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001657045 us-gaap:RetainedEarningsMember 2023-03-31 0001657045 2023-03-31 0001657045 us-gaap:PrivatePlacementMember 2024-01-01 2024-03-31 0001657045 2021-10-01 2021-10-01 0001657045 CHMX:RentalOfLaboratoryFacilitiesMember 2024-03-31 0001657045 CHMX:ConsultancyAgreementMember 2024-03-31 0001657045 2024-02-29 2024-02-29 0001657045 us-gaap:ConvertibleNotesPayableMember 2024-01-01 2024-03-31 0001657045 us-gaap:ConvertibleNotesPayableMember 2024-03-31 0001657045 us-gaap:LoansPayableMember 2024-03-31 0001657045 us-gaap:RelatedPartyMember CHMX:DirectorsOfficersAndEmployeesMember 2024-03-31 0001657045 us-gaap:RelatedPartyMember CHMX:FiveSeniorManagersMember 2024-03-31 0001657045 CHMX:TwoThousandAndTwentyOneStockIncentivePlanMember 2024-01-01 2024-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure iso4217:GBP

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2024

 

☐ 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: 000-56379

 

NEXT-ChemX Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   32-0446353
(State or other jurisdiction
of incorporation or organization)		   (I.R.S. Employer
Identification No.)

 

1980 Festival Plaza Drive, Summerlin South, Suite 300,

Las Vegas, Nevada 89135

(Address of principal executive offices, Zip Code)

 

(725) 867-0789

(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 ☒ No ☐

 

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). Yes ☒ No ☐

 

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 ☐
  Non-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 July 12, 2024 is as follows:

 

Class of Securities   Shares Outstanding
Common Stock, $0.001 par value   28,546,834

 

 

 

 

 

 

NEXT-ChemX Corporation

 

 

Quarterly Report on Form 10-Q

For the Quarter Ended March 31, 2024

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION  
     
Item 1. Financial Statements F-3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
Item 3. Quantitative and Qualitative Disclosures About Market Risk 5
Item 4. Controls and Procedures 5
     
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 6
Item 1A. Risk Factors 7
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Mine Safety Disclosures 7
Item 5. Other Information 7
Item 6. Exhibits 7
     
Signatures 8

 

2

 

 

NEXT-CHEMX CORPORATION

INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

 

Table of Contents

 

  Page
Condensed balance sheets at March 31, 2024 and December 31, 2023 F-3
Condensed Statements of Operations for the three months ended March 31, 2024 and 2023 F-4
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2024 and 2023 F-5
Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023 F-6
Notes to Unaudited Condensed Financial Statements F-7

 

F-1

 

 

PART I

FINANCIAL INFORMATION

 

Important Notice: Deficient Report

 

The financial statements that form part of the present Quarterly Report on Form 10-Q for the period covering the first quarter of 2024 (the “2024 10-Q”) have not been reviewed by a registered public accounting firm, this filing must therefore be considered as substantially deficient. On May 3, 2024, as the Company was in the process of completing the present 2024 10-Q when the Company was made aware that its long standing auditors, BF Borgers CPA PC, had been denied the privilege of appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. The Company has appointed new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates”) to replace BF Borgers. However, due to a vastly increased workload as well as the necessity of reauditing the 2023 Annual Report filed on Form 10-K (the “2023 10-K”), Fruci & Associates has been unable to complete the review of the present 2024 10-Q as required. The present deficiency is entirely due to circumstances beyond the control of the Company.

 

The Company has no reason to believe that either this present 2024 10-Q or any of the previously issued financial statements cannot be relied upon because of an error in the statements. The Company, however, has appointed Fruci & Associates to carry out the audit and review and will make every effort to support Fruci & Associates in reauditing the 2023 10-K and refiling the present 2024 10-Q for the first quarter following the required review as soon as possible.

 

F-2

 

 

ITEM 1. FINANCIAL STATEMENTS.

 

NEXT-ChemX Corporation

Condensed Balance Sheets

(Unaudited)

(Not Reviewed)

 

   not reviewed
March 31,		   not reviewed
December 31,		 
   2024   2023 
ASSETS          
Current Assets:          
Cash  $94,770   $2,458 
Financial Assets   44,957    64,944 
Prepaid expense and other current assets   77,103    72,925 
Total Current Assets   216,830    140,327 
           
Property and equipment, net   11,287    12,621 
Intangible asset, net   3,150,114    3,150,114 
Total Non-current Assets   3,161,401    3,162,735 
           
Total Assets  $3,378,231   $3,303,062 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current Liabilities:          
Accounts payable and accrued liabilities  $2,632,132   $2,443,207 
Other Current Liabilities   511,980    511,980 
Loan payable   965,000    945,000 
Due to related party   52,445    32,238 
Total Current Liabilities   4,161,557    3,932,425 
           
Non-Current Liabilities:          
Notes payable   365,000    - 
Total Non-Current Liabilities   365,000    - 
           
           
Total Liabilities  $4,526,557   $3,932,425 
           
Stockholders’ Equity (Deficit):          
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding   -    - 
Common stock, $0.001 par value, 100,000,000 shares authorized, 28,546,834 issued and outstanding   28,547    28,547 
Additional paid-in capital   5,396,053    5,396,053 
Accumulated deficit   (6,572,926)   (6,053,963)
Total Stockholders’ Equity (Deficit)   (1,148,326)   (629,363)
           
Total Liabilities and Stockholders’ Equity (Deficit)  $3,378,231   $3,303,062 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

F-3

 

 

NEXT-ChemX Corporation

Condensed Statements of Operations

(Unaudited)

(Not Reviewed)

 

       
   Three Months Ended 
   March 31, 
   not reviewed
2024		   not reviewed
2023		 
         
Revenues  $-   $- 
           
Operating expenses          
General and administrative   482,136    436,653 
Total operating expenses   482,136    436,653 
           
Income (loss) from operations   (482,136)   (436,653)
           
Other income (expense)          
Interest expense   (36,827)   (21,320)
Total other expense   (36,827)   (21,320)
           
Net income (loss)  $(518,963)  $(457,973)
           
Net gain (loss) per common share: Basic and diluted  $(0.02)  $(0.02)
           
Weighted average number of common shares outstanding: Basic and diluted   28,546,834    28,374,612 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

F-4

 

 

NEXT-ChemX Corporation

Condensed Statement of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

(Not Reviewed)

 

For the Three Months Ended March 31, 2024

 

   Shares
not reviewed		             
   Common Stock   Additional Paid-in   Accumulated   Stockholders’ 
   Shares
not reviewed		  

Amount

not reviewed

  

Capital

not reviewed

  

Deficit

not reviewed

  

Deficit

not reviewed

 
Balance December 31, 2023   28,546,834   $28,547   $5,396,053   $(6,053,963)  $(629,363)
Net loss   -    -    -    (518,963)   (518,963)
Balance March 31, 2024   28,546,834   $28,547    5,396,053   $(6,531,567)  $(1,148,326)

 

For the Three Months Ended March 31, 2023

 

   Common Stock   Additional Paid-in   Accumulated   Stockholders’ 
  

Shares

not reviewed

  

Amount

not reviewed

  

Capital

not reviewed

  

Deficit

not reviewed

  

Deficit

not reviewed

 
Balance December 31, 2022   28,346,834   $28,347   $4,396,253   $(3,692,732)  $731,868 
                          
Stock Issuances to 3rd Party   100,000    100    499,900         500,000 
Net loss                  (457,973)   (457,973)
Balance March 31, 2023   28,446,834   $28,447    4,896,153   $(4,150,705)  $773,895 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

 

 

NEXT-ChemX Corporation

Condensed Statements of Cash Flows

(Unaudited)

(Not Reviewed)

 

       
   For the nine months ended 
   March 31, 
  

2024

not reviewed

  

2023

not reviewed

 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income(loss)  $(518,963)  $(457,973)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   1,334    1,334 
Other income received in form Shares of Stocks   -    - 
Unrealized loss on trading securities   19,987    - 
Changes in Operating Assets and Liabilities:          
Related Party Advances   20,207      
Prepaid expenses   (4,178)   8,839 
Accounts payable and accrued liabilities   188,925    137,655 
Net cash provided by (used in) operating activities   (292,688)   (310,145)
           
INVESTING ACTIVITIES          
Purchase of property and equipment   -    - 
Net cash provided by (used in) investing activities   -    - 
           
FINANCING ACTIVITIES          
Proceeds from the Stock Issuance of Common Stocks   -    500,000 
Proceeds from convertible notes payable - related party   -    - 
Net proceeds from notes payable   365,000    75,000 
Net proceeds from loan payable   20,000    - 
Repayment of notes payable   -    (151,007)
Net cash provided by (used in) financing activities   385,000    423,993 
           
Net increase (decrease) in cash   92,312    113,848 
Cash, beginning of year   2,458    28,355 
Cash, end of the period  $94,770   $142,203 
           
SUPPLEMENTAL DISCLOSURES:          
Cash paid during the period for:          
Income tax  $-   $- 
Interest  $-   $- 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES          
           
Common Stock issued on Conversion of 3rd party loan  $-   $- 
Common stock issued on conversion of related party notes payable and accrued interest  $-   $- 
Stock issued on 3rd Party as other expense  $-   $ -  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

F-6

 

 

NEXT-ChemX Corporation

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2024

not reviewed

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

 

Organization and Description of Business

 

NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (the “Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014, and has adopted a December 31 fiscal year end. The Company trades on the OTC market (Pink Sheet) under the symbol “CHMX”. On December 23, 2021, the Company filed SEC Form 8 A12G becoming a mandatory filer and has since complied with all reporting requirements of the Securities Exchange Commission as a reporting issuer.

 

Since April 2021, following a complete change of the Company’s shareholders, management, assets and strategy, the business of the Company became the commercialization of a novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”) as further described in Note 5 below. The iTDE Technology is embodied in certain patents and patent applications as well as proprietary knowledge.

 

The primary focus of the Company is the commercial launch of its iTDE Technology in a scalable system and cost-effective system, that may be deployed remotely to customer locations. The Company’s technology, when fully tested and implemented, is expected to enable the commercial extraction of lithium from natural brines and geothermal sources as well as liquors from leached mined ore solutions. In addition, during the first quarter, management began to focus on developing two or three other targeted systems for the mining of metals as well as water treatment systems and recycling.

 

Potential future commercial applications for the iTDE Technology include, but are not limited to:

 

  ● Extracting Fatty Acids from Vegetable Oils for More Economical Refining;
  ● Extracting of Radioactive Ions from Nuclear Plant Stored Water;
  ● Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings; and
  ● Desalination of Sea Water, by Extracting Ions for Water Purification

 

During the first quarter of 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. This will be done by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capabilities commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium.

 

The smaller system was designed to facilitate work on refinement of the basic iTDE system by enabling changes to sensor types and positions as well as adaptations to its other relevant systems. It is expected this will contribute to improvements in efficiency and assist in the modelling of the process for commercial implementation, enabling changes that will reduce the cost and improve the economics of the process. The inherent flexibility of the design also allows the Company to conduct its research into the extraction of other elements thereby to exploring the commercial viability of the extraction of other elements.

 

The first system is nearing completion during the first quarter of this year.

 

F-7

 

 

The Company anticipates first running extraction tests on brine solutions mixed with controlled defined quantities of elements that approximate the naturally occurring brines of potential customers. The Company has already received brine samples from Clontarf Energy plc (“Clontarf”), a UK AIM listed company with whom the Company concluded an agreement to iTDE Technology in Bolivia through a jointly established commercial venture. The composition of these brines will be the basis for modeling these controlled samples. This initial calibration of the system will be done by making synthetic brines based upon analytical data received from the Bolivian State Lithium Company and should provide a basis for better testing with actual brines. We expect large container sized sample of actual brines to arrive in India in or about October of 2024 for testing in our pilot plant system.

 

We have also engaged with another Indian company to test the effectiveness of their nano-filtration system to use in front of our pilot plant system to remove significant amounts of divalent ions, such as magnesium and calcium, without the use of any chemicals. This may make our complete system more economical in challenging remote areas such as our project with Clontarf in Bolivia.

 

Due to a lack of funding, the Company has scaled back its intellectual property protection strategy in the near term.

 

NOTE 2 – GOING CONCERN

 

The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $ 6,572,926 as of March 31, 2024. Until such time as the pilot plant is completed and the Company can commence the normal commercialization of its technology, further losses are anticipated. Management anticipates more losses before the commercialization of the system can be expected to break-even or to turn a profit. For the three months ended March 31, 2024, the Company showed a net loss of $518,963, as compared with the loss of $457,973 for the three months ended March 31, 2023. The net cash used in operating activities of the Company during the three months ended March 31, 2024, and 2023 was $292,688 and $310,145, respectively. Notwithstanding the receipt of the first income from the commencement of the commercialization of the Company’s main asset, its iTDE Technology, there remains a substantial doubt regarding the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the continuing and expanding success of the Company’s development efforts. Notwithstanding the promising results of the Company’s participation in its venture with Clontarf and the Government of Bolivia, the Company will require additional capital to reach its goals.

 

From the anticipated receipts of any financing, the Company must discharge outstanding payables of $162,373 and a further $513,800 in accrued expenses. These figures do not include a total of $1,895,127 in payables for salary, remuneration and expenses.

 

The Company will need to raise an estimated $2.8 million during fiscal 2024 to manage its business needs. There is no assurance that the financing of this nature will be available. The inability to raise the financing necessary and the general business uncertainties and particular conditions and situations described above raise doubts about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The ability to continue as a going concern is dependent 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 on hand, loans from directors and, 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.

 

F-8

 

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could and likely will differ from those estimates.

 

Intangible asset

 

The iTDE Technology is classified as an indefinite intangible asset by the Company based on it being a fundamental stem technology that has applications in numerous fields and that is anticipated to give rise to other applications and techniques. As a result, no amortization has been recorded against the asset which remains at its October 1, 2021, value of $3,150,114 (see Note 5 to these unaudited condensed financial statements). The Company conducts regular assessments of the iTDE Technology to identify if its value is impaired in any way, (i) on an annual basis and (ii) if, in the opinion of Management, there exists any reason external or internal why the asset might be impaired. In the opinion of management, as at the date of this report, there exists no reason external or internal why the asset might be impaired.

 

Revenue Recognition

 

The Company utilizes a five-step process when assessing the recognition of revenue from contractual obligations.

 

  (i) Identification of the type and binding nature of the contract as well as an identification and assessment of the goods and services undertaken with specific reference to the intangible nature of the intellectual property rights sold;
  (ii) Identification of specific performance obligations within the overall contract that are distinct.
  (iii) Determination of the specific price or value of the specific performance obligation.
  (iv) Allocation of the transaction price or value of a specific performance obligation; and
  (v) Determination of the moment the obligation undertaken is delivered or performance is satisfied.

 

NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets amounted to $77,103 as of March 31, 2024, it was increased from the $72,925 reported as at December 31, 2023. This represents an increase of $4,178 during the period. Prepaid expenses comprise a $1,600 deposit on the rental of laboratory facilities and a $600 deposit under a consultancy agreement, both unchanged. The remainder comprises advance payments for the purpose of filing for intellectual property protection. Payments are made in trust to our IP attorneys through whom amounts are disbursed when required. The trust account is replenished when needed.

 

NOTE 5 – PRINCIPAL ASSET (iTDE TECHNOLOGY)

 

The Company’s principal asset is the certain indefinite intangible intellectual property, comprising specifically certain patents and patent applications along with the existing and developing knowhow, relating to a novel extraction process proven capable of removing ions from solution using hollow fiber membranes (the “Extraction Technology”). The technology represents, in the opinion of management, an entirely novel approach to the process of extraction of ions that is anticipated to be cheaper, more efficient, and less damaging to the environment. Following an assessment of the Extraction Technology conducted at the end of Q3, 2021, it was determined that the Extraction Technology had an indefinite useful life. The said indefinite, intangible asset will not be amortized; however, the value of the Asset will be examined for impairment periodically in accordance with ASC 350. On March 31, 2024, Extraction Technology is valued on the balance sheet at $3,150,114.

 

F-9

 

 

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

As of March 31, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of as follows:

 

   March 31,   December 31 
   2024   2023 
Accounts payable and accrued expenses  $803,012   $698,009 
Accrued payroll   1,715,842    1,668,748 
Accrued interest   113,278    76,450 
Total  $2,632,132   $2,443,207 

 

As on March 31, 2024, the Company owed a total of $1,330,000 in loans payable to shareholders. These loans (including their various interest payments) will fall due as follows:

 

      
Second Quarter 2024  $120,000 
Third Quarter 2024  $250,000 
Fourth Quarter 2024  $500,000 
2025  $95,000 
2026  $365,000 

 

On February 29, 2024, the Company concluded a total of seven agreements with its senior employees, consultants, and third-party professionals and with one former employee that resigned in January 2024. These agreements set out the terms under which such persons would receive their past indebtedness except for the employee that resigned, their future remuneration. Each of these agreements provides for all the indebtedness due to the respective persons to become due and payable as soon as the Company shall have either (i) achieved an annual EBITDA of $5 million per annum as indicated by reference to the Annual Report of the Company on Form 10-K or if no such report is filed, in accordance with the audited financial reports presented to the shareholders, or, (ii) achieved a quarterly income figure of $12 million, or, (iii) the Board of Directors of the Company shall declare the Indebtedness due. Until such time as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the respective salaries fixed in the employment agreements to be reduced to at least ¼ of the amount of remuneration set forth in the employment or consulting agreement from March 1, 2024. Remuneration will increase to ½ of the agreed salary either (a) on the date on which the Company shall raise more than $3 million in equity or debt finance, or (b) the date on which the Company shall receive booked revenue.

 

The agreements further provide for each signatory with the Company to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter.

 

The indebtedness of the Company to the signatories shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the agreement within 11 days of the month end in which the remuneration was incurred.

 

Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Execution Date.

 

These agreements shall only enter into force on the first date following February 29, 2024 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2024, the agreements all become void.

 

As at March 31, 2024 none of these agreements had entered into force.

 

F-10

 

 

NOTE 7 – CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS

 

During the three months ended March 31, 2024, the Company issued five convertible notes with aggregate amount of $365,00 and will mature in 24 months.

 

As of March 31, 2024, the Company had eight outstanding loans with an aggregate value of $945,000. Each of these loans is repayable in one year and pays 10% interest annually in arrears. The Company contracted a further two loans during the three months ending March 31, 2024, with an aggregate value of $20,000. Each of these loans is repayable in one year and pays 10% interest annually at maturity.

 

During the three months ended March 31, 2024, the Company recognized interest expense on its loans and convertible notes of $35,258.

 

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 of this support took the form of the nonpayment of all or a portion of salary payments to senior Directors, Officers, consultants, and employees, effectively constituting a deferred debt payment to such persons.

 

As of March 31, 2024, Directors, Officers and employees, including full time consultants, were owed a total of $1,921,427 for salaries, remuneration and expenses. Of this $1,748,714 is owed to five senior officers and employees (“Senior Managers”).

 

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 and 5,000,000 shares of preferred stock with a par value of $0.001. There was no preferred stock issued and outstanding as of March 31, 2024.

 

On March 31, 2024, there were 28,546,834 shares of common stock outstanding.

 

During the three months ended March 31, 2024, the Company issued no shares of common stock.

 

During the three months ended March 31, 2024, the Company issued no options under the Company’s 2021 Stock Incentive Plan (the “Plan”).

 

During the three months ended March 31, 2024, the Company issued no convertible debt exchangeable into shares of common stock.

 

NOTE 10 – SUBSEQUENT EVENTS

 

The seven agreements signed on February 29, 2024, by the Company with its senior employees, consultants, and third-party professionals as well as with a former employee under which certain provisions were agreed to defer the debts owing to such persons became null and void on May 30, 2024.

 

F-11

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Caution Regarding Forward-Looking Information

 

This Quarterly Report on Form 10-Q, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.

 

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

Overview

 

The Company was organized on August 13, 2014, as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes. The Company’s registered address is 3773 Howard Hughes Pkwy STE 500S, Las Vegas, NV, 89169, USA, and its principal office is located at 1980 Festival Plaza Drive, Summerlin South, 300, Las Vegas, NV 89135.

 

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011, and has less than $1 billion of total annual gross revenues during last completed fiscal year.

 

Overview of the Business

 

Since April 27, 2021, the Company has changed its business entirely with the acquisition of intellectual property assets related to a novel membrane-based ion extraction process (“iTDE Technology”), which is able to extract ions exiting in low concentrations from liquid solutions. The iTDE Technology is now being used in laboratory pilot testing to enable the Company to produce its first commercial prototypes using the novel the Extraction method. The iTDE Technology allows for the removal of ions from solution: without concentration by evaporation (significantly preserving the water resources); without pressure or additional heating (reducing energy costs); and targets the specific ions to be extracted (reducing the need for further operations and increasing the potential for the sale of other ions present in the solution). Because of the reduced interference with the environment, the lower energy costs, and the lack of a need for large evaporation ponds, management considers the iTDE Technology to be more environmentally friendly and sustainable when compared to alternatives.

 

The iTDE Technology has been shown effective when extracting lithium from brine solutions or mine leach solutions, and to have significant potential in the following applications: extracting fatty acids from vegetable oils as a superior refining process; extracting glycerides from biodiesel as a superior purification process; extracting radioactive ions from nuclear waste waters; extracting specific metal ions from mine leach solutions and waste effluents; and to remove salts from seawater for desalination, among other things.

 

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.

 

3

 

 

A second pilot plant system is planned using the experience from the first pilot plant to improve the current design enabling higher throughputs and a better processing ability for marketing purposes.

 

The Company believes it has the ability of the system to scale up due to its modular configuration: adding more units increases the extraction potential. It is anticipated following successful completion and trial and calibration of the iTDE System pilot plant, the Company will launch the commercial testing and deployment of its system that will enable the commercial deployment of the system.

 

Results of Operations

 

The following table summarizes the results of our operations during the three months ended March 31, 2024, and 2023, respectively:

 

   Three Months Ended     
   March 31,     
   2024   2023   Change 
             
Revenues  $-   $-   $- 
Operating expenses   482,136    436,653    15,576 
Other (Income) expense   36,827    21,320    15,507 
Net profit (loss)   (518,963)   (457,973)   60,990 
Profit (Loss) per share of common stock   (0.02)   (0.02)   - 

 

During the first quarter of 2024, operating expenses rose slightly when compared to the same period of 2023. This was directly related to an increase of $99,143 in amounts payable to contractors and consultants, the majority of which was related to work on the iTDE System pilot plant. A small increase went to rehire as a consultant, following the need to redo the 2023 audited financial statements, one employee that had resigned in January of 2024, however, the increase was offset by a reduction in salary of $62,500 against the same period in 2023 due to this and another employee resignation.

 

During the first quarter of 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. There was also a slight increase in the interest on loans to shareholders of $15,507 since certain loans falling due in 2023 were extended while new loans were contracted. In addition, the fair market value of certain shares in Clontarf was reduced. Certain other expenses were reduced, including payments for Intellectual property, but generally the operating expenses of the Company remained broadly the similar to the same period of 20023.

 

Liquidity and Capital Resources

 

As of March 31, 2024, we had total current assets of $216,830 and an accumulated deficit of $6,572,926.

 

Our operating activities used $292,688 in cash for the three months ended March 31, 2024, while our operations used $310,145 cash in the three months ended March 31, 2023. During the period, the Company has focused attention on the work necessary to complete the pilot plants. Strategically it was 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.

 

Our cash requirements continue to be primarily for the manufacture of the iTDE System pilot plant with the purchase of equipment, materials and operating expenses for the development of pilot plant systems, payroll, intellectual and other expenses. During fiscal 2024 the Company plans to open new corporate offices and commence the organization of its initial production facility based on the results of the Pilot Plant trials.

 

Historically we have depended on investment from our principal shareholders and their affiliated companies to provide us with working capital as required as well as the forbearance of our employees and consultants to forgo all or part of their contracted salaries. There is no guarantee that such funding or other sources of funding will be available when required and there can be no assurance that our stockholders and employees, or any of them, will continue making loans or advances to us in the future.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

 

Seasonality

 

Our operating results are not affected by seasonality.

 

4

 

 

Inflation

 

The Company has in the past used funding from debt convertible equity as its primary source of funding. In the event of a high inflationary environment, this method of funding may become more expensive and may be less readily available. Our core business and operating results are not affected in any material way by inflation.

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and assumptions and are critical to our results of operations and financial position. Our critical accounting estimates are discussed in Note 2 to our unaudited financial statements contained herein.

 

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4 - Controls and Procedures

 

Disclosure of Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Such information is accumulated and communicated to the Company’s management, including the Company’s chief executive officer (who is the Company’s principal executive officer) and the Company’s President (who is the Company’s chief operating officer) as well as its Financial Officer (the Company’s principal financial officer) to allow for timely decisions regarding required disclosure. At present one person combines the roles of President and Chief Financial Officer. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company’s disclosure controls and procedures was due to material weaknesses identified in the Company’s internal control over financial reporting, described below.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. To evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company’s principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

 

Based on this evaluation, the Company’s management concluded its internal control over financial reporting, while significantly improved, was still not effective as of March 31, 2024.

 

Changes in Internal Control Over Financial Reporting

 

Principal financial controls are managed by the Company’s controller who maintains the accounts under the supervision of the 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.

 

5

 

 

PART II

OTHER INFORMATION

 

Item 1 - Legal Proceedings

 

On May 16, 2023, the Company received formal notice of a wage claim from the Illinois Department of Labor filed by a former consultant (1099) who had already resigned from the Company with an effective date of March 18, 2023. The consultant is claiming $7,291.66 as a final payment for the period from February 9 to March 15, 2023. The complaint was filed on March 16, 2023, without any notice being given to the Company. On March 18, 2023, the date the resignation was due to take effect, the Company paid the consultant $5,833.33 as the final remuneration covering the days worked during the period. On July 27, 2023, the consultant sent notice to the Company maintaining that the demand for the full amount of $7,291.66 was still due. The Company has approached the Consultant to attempt to reconcile the claim made against the remuneration paid, which appears manifestly incorrect, but the discussion was declined. On May 15, 2024 the case was dismissed by the Illinois Department of Labor.

 

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. The Turnover Order provided for this transfer of shares to 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 shareholder in the Company with the same name of NEXT-ChemX Corporation but chartered in Texas, nor the Company itself was ever involved in the underlying lawsuit giving rise to said decree. The 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, erroneously, 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 owns 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 changed its business and adopted the name of its principal shareholder that contributed the technology currently exploited by the Company in exchange for a controlling number of shares. 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 to schedule a hearing and proceeded to enter a judgement, effectively depriving the private Texas company of its major asset.

 

The Turnover Order is not a final order as it is currently on appeal with the Texas Court of Appeals for the 11th District in Eastland, Texas.

 

6

 

 

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.

 

Item 1A – Risk Factors

 

Not applicable.

 

Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds

 

None.

 

Item 3 - Defaults upon Senior Securities

 

None

 

Item 4 - Mine Safety Disclosures

 

Not applicable.

 

Item 5 - Other Information

 

None

 

ITEM 6. EXHIBITS.

 

The following exhibits are filed as part of this report or incorporated by reference:

 

Exhibit No.   Description
31.1*   Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*   Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*   Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

 

* Filed herewith

** Furnished herewith

 

7

 

 

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: July 15, 2024 NEXT-ChemX Corporation
     
  By: /s/ Benton Wilcoxon
    Benton Wilcoxon
    Chief Executive Officer
    (Principal Executive Officer)

 

8

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, Benton Wilcoxon, certify that:

 

1. I have reviewed this Form 10-Q of NEXT-ChemX Corporation;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
   

 

 

 a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 15, 2024 By: /s/ Benton Wilcoxon
    Benton Wilcoxon
    Principal Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, J. Michael Johnson, certify that:

 

1. I have reviewed this Form 10-Q of NEXT-ChemX Corporation;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
     
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 15, 2024 By: /s/ J. Michael Johnson
    J. Michael Johnson
    Principal Financial Officer

 

 

 

 

Exhibit 32.1

 

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Quarterly Report of NEXT-ChemX Corporation (the “Company”), on Form 10-Q for the period ended March 31, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Benton Wilcoxon, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) Such Quarterly Report on Form 10-Q for the period ended March 31, 2024, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in such Quarterly Report on Form 10-Q for the period ended March 31, 2024, fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 15, 2024 By: /s/ Benton Wilcoxon
    Benton Wilcoxon
    Chief Executive Officer
    (Principal Executive Officer)

 

In connection with this Quarterly Report of NEXT-ChemX Corporation (the “Company”), on Form 10-Q for the period ended March 31, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, J. Michael Johnson, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) Such Quarterly Report on Form 10-Q for the period ended March 31, 2024, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in such Quarterly Report on Form 10-Q for the period ended March 31, 2024, fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: July 15, 2024 By: /s/ J. Michael Johnson
    J. Michael Johnson
    Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)

 

 

 

v3.24.2
Cover - shares
 3 Months Ended
Mar. 31, 2024
Jul. 12, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56379  
Entity Registrant Name NEXT-ChemX Corporation  
Entity Central Index Key 0001657045  
Entity Tax Identification Number 32-0446353  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 1980 Festival Plaza Drive  
Entity Address, Address Line Two Summerlin South  
Entity Address, Address Line Three 300  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89135  
City Area Code (725)  
Local Phone Number 867-0789  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   28,546,834
v3.24.2
Condensed Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current Assets:    
Cash $ 94,770 $ 2,458
Financial Assets 44,957 64,944
Prepaid expense and other current assets 77,103 72,925
Total Current Assets 216,830 140,327
Property and equipment, net 11,287 12,621
Intangible asset, net 3,150,114 3,150,114
Total Non-current Assets 3,161,401 3,162,735
Total Assets 3,378,231 3,303,062
Current Liabilities:    
Accounts payable and accrued liabilities 2,632,132 2,443,207
Loan payable 965,000 945,000
Total Current Liabilities 4,161,557 3,932,425
Non-Current Liabilities:    
Notes payable 365,000
Total Non-Current Liabilities 365,000
Total Liabilities 4,526,557 3,932,425
Stockholders’ Equity (Deficit):    
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.001 par value, 100,000,000 shares authorized, 28,546,834 issued and outstanding 28,547 28,547
Additional paid-in capital 5,396,053 5,396,053
Accumulated deficit (6,572,926) (6,053,963)
Total Stockholders’ Equity (Deficit) (1,148,326) (629,363)
Total Liabilities and Stockholders’ Equity (Deficit) 3,378,231 3,303,062
Nonrelated Party [Member]    
Current Liabilities:    
Other Current Liabilities 511,980 511,980
Related Party [Member]    
Current Liabilities:    
Other Current Liabilities $ 52,445 $ 32,238
v3.24.2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 28,546,834 28,546,834
Common stock, shares outstanding 28,546,834 28,546,834
v3.24.2
Condensed Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Revenues
Operating expenses    
General and administrative 482,136 436,653
Total operating expenses 482,136 436,653
Income (loss) from operations (482,136) (436,653)
Other income (expense)    
Interest expense (36,827) (21,320)
Total other expense (36,827) (21,320)
Net income (loss) $ (518,963) $ (457,973)
Net gain (loss) per common share, Basic $ (0.02) $ (0.02)
Net gain (loss) per common share, Diluted $ (0.02) $ (0.02)
Weighted average number of common shares outstanding, Basic 28,546,834 28,374,612
Weighted average number of common shares outstanding, Diluted 28,546,834 28,374,612
v3.24.2
Condensed Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 28,347 $ 4,396,253 $ (3,692,732) $ 731,868
Balance, shares at Dec. 31, 2022 28,346,834      
Net loss     (457,973) (457,973)
Stock Issuances to 3rd Party $ 100 499,900   500,000
Stock Issuances to 3rd Party, shares 100,000      
Balance at Mar. 31, 2023 $ 28,447 4,896,153 (4,150,705) 773,895
Balance, shares at Mar. 31, 2023 28,446,834      
Balance at Dec. 31, 2023 $ 28,547 5,396,053 (6,053,963) (629,363)
Balance, shares at Dec. 31, 2023 28,546,834      
Net loss (518,963) (518,963)
Stock Issuances to 3rd Party, shares 0      
Balance at Mar. 31, 2024 $ 28,547 $ 5,396,053 $ (6,531,567) $ (1,148,326)
Balance, shares at Mar. 31, 2024 28,546,834      
v3.24.2
Condensed Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income(loss) $ (518,963) $ (457,973)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 1,334 1,334
Other income received in form Shares of Stocks
Unrealized loss on trading securities 19,987
Changes in Operating Assets and Liabilities:    
Related Party Advances 20,207  
Prepaid expenses (4,178) 8,839
Accounts payable and accrued liabilities 188,925 137,655
Net cash provided by (used in) operating activities (292,688) (310,145)
INVESTING ACTIVITIES    
Purchase of property and equipment
Net cash provided by (used in) investing activities
FINANCING ACTIVITIES    
Proceeds from the Stock Issuance of Common Stocks 500,000
Proceeds from convertible notes payable - related party
Net proceeds from notes payable 365,000 75,000
Net proceeds from loan payable 20,000
Repayment of notes payable (151,007)
Net cash provided by (used in) financing activities 385,000 423,993
Net increase (decrease) in cash 92,312 113,848
Cash, beginning of year 2,458 28,355
Cash, end of the period 94,770 142,203
Cash paid during the period for:    
Income tax
Interest
NON-CASH INVESTING AND FINANCING ACTIVITIES    
Common Stock issued on Conversion of 3rd party loan
Common stock issued on conversion of related party notes payable and accrued interest
Stock issued on 3rd Party as other expense
v3.24.2
ORGANIZATION AND BUSINESS OPERATIONS
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

 

Organization and Description of Business

 

NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (the “Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014, and has adopted a December 31 fiscal year end. The Company trades on the OTC market (Pink Sheet) under the symbol “CHMX”. On December 23, 2021, the Company filed SEC Form 8 A12G becoming a mandatory filer and has since complied with all reporting requirements of the Securities Exchange Commission as a reporting issuer.

 

Since April 2021, following a complete change of the Company’s shareholders, management, assets and strategy, the business of the Company became the commercialization of a novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”) as further described in Note 5 below. The iTDE Technology is embodied in certain patents and patent applications as well as proprietary knowledge.

 

The primary focus of the Company is the commercial launch of its iTDE Technology in a scalable system and cost-effective system, that may be deployed remotely to customer locations. The Company’s technology, when fully tested and implemented, is expected to enable the commercial extraction of lithium from natural brines and geothermal sources as well as liquors from leached mined ore solutions. In addition, during the first quarter, management began to focus on developing two or three other targeted systems for the mining of metals as well as water treatment systems and recycling.

 

Potential future commercial applications for the iTDE Technology include, but are not limited to:

 

  ● Extracting Fatty Acids from Vegetable Oils for More Economical Refining;
  ● Extracting of Radioactive Ions from Nuclear Plant Stored Water;
  ● Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings; and
  ● Desalination of Sea Water, by Extracting Ions for Water Purification

 

During the first quarter of 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. This will be done by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capabilities commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium.

 

The smaller system was designed to facilitate work on refinement of the basic iTDE system by enabling changes to sensor types and positions as well as adaptations to its other relevant systems. It is expected this will contribute to improvements in efficiency and assist in the modelling of the process for commercial implementation, enabling changes that will reduce the cost and improve the economics of the process. The inherent flexibility of the design also allows the Company to conduct its research into the extraction of other elements thereby to exploring the commercial viability of the extraction of other elements.

 

The first system is nearing completion during the first quarter of this year.

 

 

The Company anticipates first running extraction tests on brine solutions mixed with controlled defined quantities of elements that approximate the naturally occurring brines of potential customers. The Company has already received brine samples from Clontarf Energy plc (“Clontarf”), a UK AIM listed company with whom the Company concluded an agreement to iTDE Technology in Bolivia through a jointly established commercial venture. The composition of these brines will be the basis for modeling these controlled samples. This initial calibration of the system will be done by making synthetic brines based upon analytical data received from the Bolivian State Lithium Company and should provide a basis for better testing with actual brines. We expect large container sized sample of actual brines to arrive in India in or about October of 2024 for testing in our pilot plant system.

 

We have also engaged with another Indian company to test the effectiveness of their nano-filtration system to use in front of our pilot plant system to remove significant amounts of divalent ions, such as magnesium and calcium, without the use of any chemicals. This may make our complete system more economical in challenging remote areas such as our project with Clontarf in Bolivia.

 

Due to a lack of funding, the Company has scaled back its intellectual property protection strategy in the near term.

 
v3.24.2
GOING CONCERN
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 2 – GOING CONCERN

 

The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $ 6,572,926 as of March 31, 2024. Until such time as the pilot plant is completed and the Company can commence the normal commercialization of its technology, further losses are anticipated. Management anticipates more losses before the commercialization of the system can be expected to break-even or to turn a profit. For the three months ended March 31, 2024, the Company showed a net loss of $518,963, as compared with the loss of $457,973 for the three months ended March 31, 2023. The net cash used in operating activities of the Company during the three months ended March 31, 2024, and 2023 was $292,688 and $310,145, respectively. Notwithstanding the receipt of the first income from the commencement of the commercialization of the Company’s main asset, its iTDE Technology, there remains a substantial doubt regarding the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the continuing and expanding success of the Company’s development efforts. Notwithstanding the promising results of the Company’s participation in its venture with Clontarf and the Government of Bolivia, the Company will require additional capital to reach its goals.

 

From the anticipated receipts of any financing, the Company must discharge outstanding payables of $162,373 and a further $513,800 in accrued expenses. These figures do not include a total of $1,895,127 in payables for salary, remuneration and expenses.

 

The Company will need to raise an estimated $2.8 million during fiscal 2024 to manage its business needs. There is no assurance that the financing of this nature will be available. The inability to raise the financing necessary and the general business uncertainties and particular conditions and situations described above raise doubts about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The ability to continue as a going concern is dependent 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 on hand, loans from directors and, or the private placement of common stock. There can be no assurances that management’s plans will be successful.

 
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

 

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could and likely will differ from those estimates.

 

Intangible asset

 

The iTDE Technology is classified as an indefinite intangible asset by the Company based on it being a fundamental stem technology that has applications in numerous fields and that is anticipated to give rise to other applications and techniques. As a result, no amortization has been recorded against the asset which remains at its October 1, 2021, value of $3,150,114 (see Note 5 to these unaudited condensed financial statements). The Company conducts regular assessments of the iTDE Technology to identify if its value is impaired in any way, (i) on an annual basis and (ii) if, in the opinion of Management, there exists any reason external or internal why the asset might be impaired. In the opinion of management, as at the date of this report, there exists no reason external or internal why the asset might be impaired.

 

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.

 
v3.24.2
PREPAID EXPENSE AND OTHER CURRENT ASSETS
 3 Months Ended
Mar. 31, 2024
Prepaid Expense And Other Current Assets  
PREPAID EXPENSE AND OTHER CURRENT ASSETS

NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets amounted to $77,103 as of March 31, 2024, it was increased from the $72,925 reported as at December 31, 2023. This represents an increase of $4,178 during the period. Prepaid expenses comprise a $1,600 deposit on the rental of laboratory facilities and a $600 deposit under a consultancy agreement, both unchanged. The remainder comprises advance payments for the purpose of filing for intellectual property protection. Payments are made in trust to our IP attorneys through whom amounts are disbursed when required. The trust account is replenished when needed.

 
v3.24.2
PRINCIPAL ASSET (iTDE TECHNOLOGY)
 3 Months Ended
Mar. 31, 2024
Principal Asset  
PRINCIPAL ASSET (iTDE TECHNOLOGY)

NOTE 5 – PRINCIPAL ASSET (iTDE TECHNOLOGY)

 

The Company’s principal asset is the certain indefinite intangible intellectual property, comprising specifically certain patents and patent applications along with the existing and developing knowhow, relating to a novel extraction process proven capable of removing ions from solution using hollow fiber membranes (the “Extraction Technology”). The technology represents, in the opinion of management, an entirely novel approach to the process of extraction of ions that is anticipated to be cheaper, more efficient, and less damaging to the environment. Following an assessment of the Extraction Technology conducted at the end of Q3, 2021, it was determined that the Extraction Technology had an indefinite useful life. The said indefinite, intangible asset will not be amortized; however, the value of the Asset will be examined for impairment periodically in accordance with ASC 350. On March 31, 2024, Extraction Technology is valued on the balance sheet at $3,150,114.

 

 
v3.24.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

As of March 31, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of as follows:

 

   March 31,   December 31 
   2024   2023 
Accounts payable and accrued expenses  $803,012   $698,009 
Accrued payroll   1,715,842    1,668,748 
Accrued interest   113,278    76,450 
Total  $2,632,132   $2,443,207 

 

As on March 31, 2024, the Company owed a total of $1,330,000 in loans payable to shareholders. These loans (including their various interest payments) will fall due as follows:

 

      
Second Quarter 2024  $120,000 
Third Quarter 2024  $250,000 
Fourth Quarter 2024  $500,000 
2025  $95,000 
2026  $365,000 

 

On February 29, 2024, the Company concluded a total of seven agreements with its senior employees, consultants, and third-party professionals and with one former employee that resigned in January 2024. These agreements set out the terms under which such persons would receive their past indebtedness except for the employee that resigned, their future remuneration. Each of these agreements provides for all the indebtedness due to the respective persons to become due and payable as soon as the Company shall have either (i) achieved an annual EBITDA of $5 million per annum as indicated by reference to the Annual Report of the Company on Form 10-K or if no such report is filed, in accordance with the audited financial reports presented to the shareholders, or, (ii) achieved a quarterly income figure of $12 million, or, (iii) the Board of Directors of the Company shall declare the Indebtedness due. Until such time as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the respective salaries fixed in the employment agreements to be reduced to at least ¼ of the amount of remuneration set forth in the employment or consulting agreement from March 1, 2024. Remuneration will increase to ½ of the agreed salary either (a) on the date on which the Company shall raise more than $3 million in equity or debt finance, or (b) the date on which the Company shall receive booked revenue.

 

The agreements further provide for each signatory with the Company to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter.

 

The indebtedness of the Company to the signatories shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the agreement within 11 days of the month end in which the remuneration was incurred.

 

Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Execution Date.

 

These agreements shall only enter into force on the first date following February 29, 2024 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2024, the agreements all become void.

 

As at March 31, 2024 none of these agreements had entered into force.

 

 
v3.24.2
CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS

NOTE 7 – CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS

 

During the three months ended March 31, 2024, the Company issued five convertible notes with aggregate amount of $365,00 and will mature in 24 months.

 

As of March 31, 2024, the Company had eight outstanding loans with an aggregate value of $945,000. Each of these loans is repayable in one year and pays 10% interest annually in arrears. The Company contracted a further two loans during the three months ending March 31, 2024, with an aggregate value of $20,000. Each of these loans is repayable in one year and pays 10% interest annually at maturity.

 

During the three months ended March 31, 2024, the Company recognized interest expense on its loans and convertible notes of $35,258.

 
v3.24.2
RELATED PARTY TRANSACTIONS
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

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 of this support took the form of the nonpayment of all or a portion of salary payments to senior Directors, Officers, consultants, and employees, effectively constituting a deferred debt payment to such persons.

 

As of March 31, 2024, Directors, Officers and employees, including full time consultants, were owed a total of $1,921,427 for salaries, remuneration and expenses. Of this $1,748,714 is owed to five senior officers and employees (“Senior Managers”).

 
v3.24.2
STOCKHOLDERS’ EQUITY (DEFICIT)
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 and 5,000,000 shares of preferred stock with a par value of $0.001. There was no preferred stock issued and outstanding as of March 31, 2024.

 

On March 31, 2024, there were 28,546,834 shares of common stock outstanding.

 

During the three months ended March 31, 2024, the Company issued no shares of common stock.

 

During the three months ended March 31, 2024, the Company issued no options under the Company’s 2021 Stock Incentive Plan (the “Plan”).

 

During the three months ended March 31, 2024, the Company issued no convertible debt exchangeable into shares of common stock.

 
v3.24.2
SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

 

The seven agreements signed on February 29, 2024, by the Company with its senior employees, consultants, and third-party professionals as well as with a former employee under which certain provisions were agreed to defer the debts owing to such persons became null and void on May 30, 2024.
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Interim Financial Statements

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.

 

 
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could and likely will differ from those estimates.

 
Intangible asset

Intangible asset

 

The iTDE Technology is classified as an indefinite intangible asset by the Company based on it being a fundamental stem technology that has applications in numerous fields and that is anticipated to give rise to other applications and techniques. As a result, no amortization has been recorded against the asset which remains at its October 1, 2021, value of $3,150,114 (see Note 5 to these unaudited condensed financial statements). The Company conducts regular assessments of the iTDE Technology to identify if its value is impaired in any way, (i) on an annual basis and (ii) if, in the opinion of Management, there exists any reason external or internal why the asset might be impaired. In the opinion of management, as at the date of this report, there exists no reason external or internal why the asset might be impaired.

 
Revenue Recognition

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.
v3.24.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)
 3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of March 31, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of as follows:

 

   March 31,   December 31 
   2024   2023 
Accounts payable and accrued expenses  $803,012   $698,009 
Accrued payroll   1,715,842    1,668,748 
Accrued interest   113,278    76,450 
Total  $2,632,132   $2,443,207 
SCHEDULE OF VARIOUS INTEREST PAYMENTS

 

      
Second Quarter 2024  $120,000 
Third Quarter 2024  $250,000 
Fourth Quarter 2024  $500,000 
2025  $95,000 
2026  $365,000 
v3.24.2
GOING CONCERN (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]      
Accumulated deficit $ 6,572,926   $ 6,053,963
Net loss 518,963 $ 457,973  
Net cash used in operating activities 292,688 310,145  
Amount payable to employee 513,800    
salary remuneration and expenses payables 1,895,127    
Stock issued during period value new issues   $ 500,000  
Private Placement [Member]      
Subsidiary, Sale of Stock [Line Items]      
Outstanding payables 162,373    
Stock issued during period value new issues $ 2,800,000    
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
Oct. 01, 2021
USD ($)
Accounting Policies [Abstract]  
Amortization $ 3,150,114
v3.24.2
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Prepaid expense and other current asset $ 77,103   $ 72,925
Prepaid expense 4,178 $ (8,839)  
Rental of Laboratory Facilities [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Deposit 1,600    
Consultancy Agreement [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Deposit $ 600    
v3.24.2
PRINCIPAL ASSET (iTDE TECHNOLOGY) (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Principal Asset    
Extraction technology, value $ 3,150,114 $ 3,150,114
v3.24.2
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accounts payable and accrued expenses $ 803,012 $ 698,009
Accrued payroll 1,715,842 1,668,748
Accrued interest 113,278 76,450
Total $ 2,632,132 $ 2,443,207
v3.24.2
SCHEDULE OF VARIOUS INTEREST PAYMENTS (Details)
Mar. 31, 2024
USD ($)
Payables and Accruals [Abstract]  
Second Quarter 2024 $ 120,000
Third Quarter 2024 250,000
Fourth Quarter 2024 500,000
2025 95,000
2026 $ 365,000
v3.24.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($)
Feb. 29, 2024
Mar. 31, 2024
Payables and Accruals [Abstract]    
Loans payable   $ 1,330,000
Indebtedness of employees, description These agreements set out the terms under which such persons would receive their past indebtedness except for the employee that resigned, their future remuneration. Each of these agreements provides for all the indebtedness due to the respective persons to become due and payable as soon as the Company shall have either (i) achieved an annual EBITDA of $5 million per annum as indicated by reference to the Annual Report of the Company on Form 10-K or if no such report is filed, in accordance with the audited financial reports presented to the shareholders, or, (ii) achieved a quarterly income figure of $12 million, or, (iii) the Board of Directors of the Company shall declare the Indebtedness due. Until such time as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the respective salaries fixed in the employment agreements to be reduced to at least ¼ of the amount of remuneration set forth in the employment or consulting agreement from March 1, 2024. Remuneration will increase to ½ of the agreed salary either (a) on the date on which the Company shall raise more than $3 million in equity or debt finance, or (b) the date on which the Company shall receive booked revenue  
Indebtedness and penalty interest conversion, description (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter  
Indebtedness agreement, description The indebtedness of the Company to the signatories shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the agreement within 11 days of the month end in which the remuneration was incurred  
v3.24.2
CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Debt instrument face amount $ 945,000  
Interest rate 10.00%  
Loans payable current $ 965,000 $ 945,000
Interest expense $ 35,258  
Convertible Notes Payable [Member]    
Short-Term Debt [Line Items]    
Issued convertible notes 5  
Convertible notes $ 365.00  
Loans Payable [Member]    
Short-Term Debt [Line Items]    
Loans payable current $ 20,000  
v3.24.2
RELATED PARTY TRANSACTIONS (Details Narrative) - Related Party [Member]
Mar. 31, 2024
USD ($)
Directors Officers and Employees [Member]  
Related Party Transaction [Line Items]  
Total amount owed to related party $ 1,921,427
Five Senior Managers [Member]  
Related Party Transaction [Line Items]  
Total amount owed to related party $ 1,748,714
v3.24.2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - $ / shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Common stock, shares authorized 100,000,000   100,000,000
Common stock, par value $ 0.001   $ 0.001
Preferred stock, shares authorized 5,000,000   5,000,000
Preferred stock, par value $ 0.001   $ 0.001
Preferred stock, shares issued 0   0
Preferred stock, shares outstanding 0   0
Common stock, shares outstanding 28,546,834   28,546,834
2021 Stock Incentive Plan [Member]      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Option issued 0    
Common Stock [Member]      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Issuance of common stock to shareholders 0 100,000  
Debt conversion, shares issued 0    
NEXT ChemX (PK) (USOTC:CHMX)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024 Haga Click aquí para más Gráficas NEXT ChemX (PK).
NEXT ChemX (PK) (USOTC:CHMX)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024 Haga Click aquí para más Gráficas NEXT ChemX (PK).