false --12-31 Q2 0001657045 0001657045 2025-01-01 2025-06-30 0001657045 2025-08-18 0001657045 2025-06-30 0001657045 2024-12-31 0001657045 us-gaap:NonrelatedPartyMember 2025-06-30 0001657045 us-gaap:NonrelatedPartyMember 2024-12-31 0001657045 us-gaap:RelatedPartyMember 2025-06-30 0001657045 us-gaap:RelatedPartyMember 2024-12-31 0001657045 us-gaap:SeriesFPreferredStockMember 2025-06-30 0001657045 us-gaap:SeriesFPreferredStockMember 2024-12-31 0001657045 us-gaap:SeriesAPreferredStockMember 2025-06-30 0001657045 2025-04-01 2025-06-30 0001657045 2024-04-01 2024-06-30 0001657045 2024-01-01 2024-06-30 0001657045 us-gaap:CommonStockMember 2024-12-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001657045 us-gaap:RetainedEarningsMember 2024-12-31 0001657045 us-gaap:CommonStockMember 2025-03-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001657045 us-gaap:RetainedEarningsMember 2025-03-31 0001657045 2025-03-31 0001657045 us-gaap:CommonStockMember 2023-12-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001657045 us-gaap:RetainedEarningsMember 2023-12-31 0001657045 2023-12-31 0001657045 us-gaap:CommonStockMember 2024-03-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001657045 us-gaap:RetainedEarningsMember 2024-03-31 0001657045 2024-03-31 0001657045 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001657045 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001657045 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001657045 2025-01-01 2025-03-31 0001657045 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001657045 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001657045 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 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 2024-01-01 2024-03-31 0001657045 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001657045 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001657045 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001657045 us-gaap:CommonStockMember 2025-06-30 0001657045 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001657045 us-gaap:RetainedEarningsMember 2025-06-30 0001657045 us-gaap:CommonStockMember 2024-06-30 0001657045 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001657045 us-gaap:RetainedEarningsMember 2024-06-30 0001657045 2024-06-30 0001657045 us-gaap:SubsequentEventMember 2025-07-01 2025-09-30 0001657045 CHMX:EmploymentAndConsultingAgreementsMember 2025-06-30 0001657045 CHMX:EmploymentAndConsultingAgreementsMember 2025-01-01 2025-06-30 0001657045 srt:MaximumMember 2025-01-01 2025-12-31 0001657045 srt:MinimumMember 2025-01-01 2025-06-30 0001657045 CHMX:RentalAgreementMember 2025-06-30 0001657045 CHMX:ConsultancyAgreementMember 2025-06-30 0001657045 2022-12-31 0001657045 2023-01-01 2023-12-31 0001657045 2024-01-01 2024-12-31 0001657045 2021-12-31 0001657045 2022-01-01 2022-12-31 0001657045 2024-02-09 2024-02-09 0001657045 2024-02-29 2024-02-29 0001657045 CHMX:FiveConvertibleNoteMember 2025-06-30 0001657045 CHMX:FiveConvertibleNotesMember 2025-01-01 2025-06-30 0001657045 2025-01-03 2025-01-03 0001657045 2025-04-07 2025-04-07 0001657045 2025-04-17 2025-04-17 0001657045 2025-05-20 2025-05-20 0001657045 2025-05-30 2025-05-30 0001657045 CHMX:SeniorManagersMember 2025-06-30 0001657045 CHMX:DebtExtensionAgreementsMember 2025-01-01 2025-06-30 0001657045 CHMX:DebtExtensionAgreementsMember 2025-06-30 0001657045 CHMX:BentonWilcoxonMember 2025-01-01 2025-06-30 0001657045 CHMX:BentonWilcoxonMember 2025-06-30 0001657045 CHMX:JohnMichelJohnsonMember 2025-01-01 2025-06-30 0001657045 CHMX:JohnMichelJohnsonMember 2025-06-30 0001657045 CHMX:FairMarketValueMember 2025-06-30 0001657045 CHMX:FairMarketValueMember 2025-06-30 2025-06-30 0001657045 CHMX:FairMarketValueMember 2023-05-31 2023-05-31 0001657045 CHMX:FairMarketValueMember 2023-05-31 0001657045 CHMX:FairMarketValueMember 2024-12-31 2024-12-31 0001657045 CHMX:FairMarketValueMember 2024-12-31 0001657045 CHMX:FairMarketValueMember 2025-01-01 2025-06-30 0001657045 us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001657045 2024-05-29 0001657045 us-gaap:SeriesAPreferredStockMember 2024-05-29 0001657045 2024-09-23 0001657045 us-gaap:SeriesFPreferredStockMember 2024-09-23 0001657045 CHMX:TwoThousandAndTwentyOneStockIncentivePlanMember 2025-01-01 2025-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure iso4217:GBP iso4217:GBP xbrli:shares

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: June 30, 2025

☐	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, 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 August 18, 2025 is as follows:

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

Important Notice: Deficient Report

The financial statements that form part of the present Quarterly Report on Form 10-Q for the period covering the second quarter of 2025 (the “2025 10-Q”) have not been reviewed by a registered public accounting firm, this filing must therefore be considered as substantially deficient.

On May 3, 2024, the Company was made aware that its long standing auditors, BF Borgers CPA PC, had been denied the privilege of appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. In view of the nature of the actions taken by the SEC in relation to the Company’s former auditor, the SEC required the Company to have its new auditors review 2 years of its quarterly financial statements along with the reaudit of 2 years of annual financial statements. This has resulted in a deficiency in the Company’s filings entirely due to circumstances beyond the control of the Company. The Company appointed a new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates”) to replace BF Borgers.

Due to a vastly increased workload, however, Fruci & Associates were unable to bring the Company’s reporting up to date during 2025. However, on April 28, 2025, the Company refiled its 2023 Annual Report on Form 10-K/A with the financial statements fully audited by Fruci & Associates and on June 30, 2025, the Company filed its quarterly report reviewed by its auditors on Form 10-Q/A for the period ending March 30, 2024 (the “Compliant Reporting”). The Compliant Reporting is fully incorporated into the present 2025 Quarterly Report on Form 10-Q for the period ending June 30, 2025, however, neither the 2024 annual report on Form 10-K nor any of the quarterly reports on form 10-Q for the periods ending June 30, 2024, November 30, 2024 and March 31, 2025 have been reviewed or audited by the Company’s auditors. The present deficiency is entirely due to circumstances beyond the control of the Company.

The Company has no reason to believe that this present Quarterly Report filed on Form 10-Q (the “Report”), that includes modifications the reporting contained in the Compliant Reporting is in any way inaccurate.

NEXT-ChemX Corporation

Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2025

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	F-2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	8

Signatures		9

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.

NEXT-CHEMX CORPORATION

INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

Table of Contents

	Page
Condensed Balance Sheets as of June 30, 2025 (not reviewed) and December 31, 2024 (unaudited)	F-2
Condensed Statements of Operations for the three and six months ended June 30, 2025 (not reviewed) and 2024 (unaudited)	F-3
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2025 (not reviewed) and 2024 (unaudited)	F-4
Condensed Statements of Cash Flows for the six months ended June 30, 2025 (not reviewed) and 2024 (unaudited)	F-5
Notes to Unaudited Condensed Financial Statements	F-6

F-1

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEXT-ChemX Corporation

Condensed Balance Sheets

(unaudited)

(not reviewed)

	June 30,			December 31,
	2025 (not reviewed)			2024 (unaudited)
ASSETS
Current Assets:
Cash	$	22,041		$	62,547
Financial Assets		40,973			38,549
Prepaid expense and other current assets		635,041			604,408
Total Current Assets		698,055			705,504

Property and equipment, net		4,705			7,285
Intangible asset, net		2,467,294			2,542,185
Total Non-current Assets		2,471,999			2,549,470

Total Assets	$	3,170,054		$	3,254,974

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	3,441,236		$	3,119,321
Other Current Liabilities		500,000			500,000
Loan payable		845,000			845,000
Due to related party		127,215			107,445
Other Current Liabilities		127,215			107,445
Total Current Liabilities		4,913,451			4,571,766

Non-Current Liabilities:
Notes payable		2,080,004			1,585,004
Total Non-Current Liabilities		2,080,004			1,585,004

Total Liabilities	$	6,993,455		$	6,156,770

Commitments and Contingencies		-			-

Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 5,000,000 shares authorized:
20,000 Series A unissued, cancelled on June 30, 2025		-			-
20,000 Series F unissued, cancelled on June 30, 2025		-			-
Preferred stock, value		-			20
Cash-Subscription		-			40
Common stock, $0.001 par value, 100,000,000 shares authorized, 28,546,834 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		28,547			28,547
Additional paid-in capital		5,396,053			5,396,053
Accumulated deficit		(9,248,001	)		(8,326,436	)
Total Stockholders’ Equity (Deficit)		(3,823,401	)		(2,901,796	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	3,170,054		$	3,254,974

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

F-2

NEXT-ChemX Corporation

Condensed Statements of Operations

(unaudited)

	2025 (not reviewed)			2024 (unaudited)			2025 (not reviewed)			2024 (unaudited)
	For the three months ended						For the six months ended
	June 30,						June 30,
	2025 (not reviewed)			2024 (unaudited)			2025 (not reviewed)			2024 (unaudited)

Revenues	$	-		$	-		$	-		$	-

Operating expenses
Salaries and Employee Benefits		177,744			175,345			361,018			412,954
Professional fees and contractors		158,322			217,556			307,270			417,656
Depreciation and Amortization		38,692			38,779			77,471			77,559
Other operating Expenses		16,826			8,658			68,886			31,763
Total operating expenses		391,584			440,338			814,645			939,932

Income (loss) from operations		(391,584	)		(440,338	)		(814,645	)		(939,932	)

Other income (expense)
Other income		6,264			99,029			27,363			79,042
Interest expense		(70,319	)		(42,070	)		(134,283	)		(78,897	)
Net other Income (expense)		(64,055	)		56,959			(106,920	)		145

Income Tax Liability		-			-			-			-

Net income (loss)		(455,639	)		(383,379	)		(921,565	)		(939,787	)

Net income (loss) per common share: Basic and diluted		(0.02	)		(0.01	)		(0.03	)		(0.03	)

Weighted average number of common shares outstanding: Basic and diluted		28,546,834			28,546,834			28,546,834			28,546,834

(not reviewed)

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

F-3

NEXT-ChemX Corporation

Condensed Statement of Changes in Stockholders’ Equity (Deficit)

(unaudited)

(not reviewed)

For the Three and Six Months Ended June 30, 2025 (not reviewed)

	Shares		Amount		Capital		Deficit			Deficit
	Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance December 31, 2024		28,546,834	$	28,547	$	5,396,053	$	(8,326,436	)	$	(2,901,796	)
Net loss				-		-		(465,926	)		(465,926	)
Balance March 31, 2025		28,546,834		28,547		5,396,053		(8,792,362	)		(3,367,722	)
Cancellation Cash-Subscription		-		-		-		-			(40	)
Net loss		-		-		-		(455,639	)		(455,639	)
Balance June 30, 2025		28,546,834	$	28,547	$	5,396,053	$	(9,248,001	)	$	(3,823,401	)

For the Three and Six Months Ended June 30, 2024 (not reviewed)

	Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance December 31, 2023		28,546,834	$	28,547	$	5,396,053	$	(6,512,110	)	$	(1,087,510	)
Net loss				-		-		(556,408	)		(556,408	)
Balance March 31, 2024		28,546,834		28,547		5,396,053		(7,068,518	)		(1,643,918	)
Balance		28,546,834		28,547		5,396,053		(7,068,518	)		(1,643,918	)
Cash subscription											20
Net loss				-		-		(383,379	)		(383,379	)
Balance June 30, 2024		28,546,834	$	28,547	$	5,396,053	$	(7,451,897	)	$	(2,027,277	)
Balance		28,546,834	$	28,547	$	5,396,053	$	(7,451,897	)	$	(2,027,277	)

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

F-4

NEXT-ChemX Corporation

Condensed Statements of Cash Flows

(unaudited)

(not reviewed)

	2025 (not reviewed)			2024 (reviewed)
	For the six months ended
	June 30,
	2025 (not reviewed)			2024 (not reviewed)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(921,565	)	$	(939,787	)
Adjustments to reconcile net loss to net cash used in operating activities:		-			-
Depreciation and amortization		77,471			77,559
Other income received in form Shares of Stocks		-			-
Consultant commission paid in third party stock		-			-
Unrealized gain on trading securities		(2,424	)		(20,616	)
Changes in Operating Assets and Liabilities:
Related Party Advances		19,770			44,207
Prepaid expenses and other assets		(30,673	)		(457,697	)
Accounts payable and accrued liabilities		321,915			434,569
Net cash provided by (used in) operating activities		(535,506	)		(861,765	)

INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-			-

FINANCING ACTIVITIES
Proceeds from the Stock Issuance of Common Stocks		-			-
Net proceeds from convertible notes payable		495,000			840,000
Net proceeds from loan payable		-			20,000
Repayment of notes payable		-			-
Net cash provided by (used in) financing activities		495,000			860,000

Net increase (decrease) in cash		(40,506	)		(1,765	)
Cash, beginning of year		62,547			2,458
Cash, end of the period	$	22,041		$	693

SUPPLEMENTAL DISCLOSURES
Cash payments for interest, net of capitalized interest		-			-
Cash payments for income taxes, net		-			-

NON-CASH INVESTING AND FINANCING ACTIVITIES

Conversion of loan, interest and debt to convertible note	$	-		$	174,000
Cash Subscription	$	-		$	20

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

F-5

NEXT-ChemX Corporation

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2025

not reviewed

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Organization and Description of Business

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

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

The primary focus of the Company is the commercial launch of its iTDE Technology in a scalable system, deployable remotely to customer locations, which will enable the commercial extraction of lithium from natural brines and geothermal sources as well as liquors from leached mined ore solutions. In addition, during the first quarter, management began to focus on developing two to three other targeted systems for the mining of metals as well as water treatment systems and recycling.

Potential future commercial applications for the iTDE Technology include:

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

During the second quarter of 2025, the Company has continued to manage the construction of the first of two pilot plant systems that will form the basis of its ongoing commercialization efforts by demonstrating the scalability of the system for commercial purposes, by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capability commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium. This work is being carried out in India under contract.

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

The first system is expected to be completed during third quarter of 2025.

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

F-6

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

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 $ 9,248,001 as of June 30, 2025. The Company has been operating with a working capital deficit since changing its business focus in April 2021. For a variety of reasons, the Company has found it difficult to raise money on the capital markets and has relied extensively on existing shareholders to fund operating expenses. Such funding has been insufficient necessitating the Company’s employees and on occasion its third-party contractors to settle for delays in payment. In the case of employees and consultants, a significant amount of debt has accumulated effectively becoming a source of the Company’s operating capital. To achieve revenues, the Company should complete its pilot plant enabling it to demonstrate the commercial benefits of the iTDE Technology. 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. During fiscal 2023, the Company concluded agreements with a third party aimed at commercialization of the iTDE Technology however there has been only slow progress in the implementation of these agreements. The Company required a supply of material for processing to advance the process of commercialization and aims to identify further similar opportunities to exploit once pilot demonstrations are ready. The exploitation of such commercial arrangements is expected to ease the deficit in working capital.

For the six months ended June 30, 2025, the Company showed a net loss of $921,565 as compared with the loss of $939,787 for the six months ended June 30, 2024. The net cash used in operating activities of the Company during the six months ended June 30, 2025, as compared to the same period in 2024 was $535,506 and $861,765 respectively.

It is anticipated that the Company will require additional capital to reach its goals however, management believes that the Company’s capital requirements are difficult to predict depending, as it does, on many factors including the continuing and expanding success of the Company’s development efforts.

From the anticipated receipts of any financing, the Company must discharge outstanding payables of $165,535 and a further $376,230 in accrued expenses together with a total of $3,026,686 payables for salary, remuneration and expenses. Management believes that it will require a total of $624,048 [total payables minus shareholder debt (to be converted to equity) & minus debt to the seven managers (deferred by agreements)] in payments from any financing received as well as sufficient operating capital to see its plans to successful conclusion.

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. Company estimates it will need to raise an estimated $3 million during the remaining quarter of fiscal 2025 to manage its business needs provided however existing shareholder debt is converted into equity as planned and agreements with employees and consultants go into effect as agreed. There is no assurance that the financing of this nature will be available in the necessary timeframe or in the future or that the commercialization plans will be fulfilled without additional financing. The possible inability to raise the financing necessary and the general business uncertainties and particular conditions and situation described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

In the absence of the planned $3 million funding Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors, employees and consultants that defer their payments, investments from shareholders and related parties, sales of shares and repayment of loans and from smaller private placements of common stock. There can be no assurances that management’s plans will be successful.

F-7

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 Compliant Reporting, including the 2023 Annual Report on Form 10-K/A filed on April 28, 2025 and the Company’s quarterly report on Form 10-Q/A for the period ending March 30, 2024 filed on June 30, 2025. This interim financial statement has not been reviewed by the Company’s auditors.

The financial statements are presented in United States dollars.

Use of Estimates

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

Evaluation of Long-Lived Intangible Assets

The Company acquired its principal intellectual property asset in the second quarter of 2021. The value of the asset was initially derived from the underlying arms’ length transaction in which the company owning the technology transferred the technology to the Company in exchange for a specific number of shares of Common Stock of the Company. The value of the shares was itself derived from the fact that such shares were bought and sold in an arms’ length transaction that occurred simultaneously. The technology composed initially of patents and patent applications as well as certain knowhow was initially amortized by the Company. However, during fiscal year 2021, due to the nature of the technology behind the asset and its application across multiple disciplines and businesses, Management considered the asset to be greater than the individual patents and possible patent applications. Certain technological ideas give rise to various applications (‘stem technologies’). For this reason, on September 30, 2021, the asset as a stem technology was reclassified as an intangible asset of indefinite life. The value taken was that of its book value at the third quarter end 2021 following initial amortization. Intangible assets of indefinite life are not amortized, but instead tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired.

The Company is required to evaluate periodically the useful life of its assets and to adjust the value of the asset, depreciating it over its useful life. This revaluation has resulted in the decision to amortize the technology asset as a finite indefinite asset taking as its useful life the protection period of the patents filed to protect the said asset.

The indefinite intangible asset was reevaluated and is now considered to have an estimated useful life equivalent to the period of its underlining patent protection, appropriate amortization being charged to the value of the asset accordingly. This has resulted in an adjustment of $682,820 to the asset value as of June 30, 2025. This has resulted in 1) a charge of $374,455 against the value of the asset as amortization; and 2) the balance sheet was readjusted to include $308,365 of retained earnings. Further details are included in Note 5 below.

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.

F-8

Earnings (loss) per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive shares of common stock consist of the common stock issuable upon the conversion of convertible debt, preferred stock and warrants. The Company uses the if-converted method to calculate the dilutive preferred stock and treasury stock method to calculate the dilutive shares issuable upon exercise of warrants.

For the quarterly periods ended June 30, 2025, and June 30, 2024, there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these periods. Notwithstanding this, however, it should be noted that as on June 30, 2025, the Company had the following dilutive instruments outstanding convertible into shares of ordinary shares of common stock as follows:

	a)	convertible instruments with an outstanding debt of $2,080,004 convertible at $1.25 into 1,664,003 shares; and
	b)	certain employment and consulting agreements with a provision to convert remuneration and expense owing to such employees at a conversion price of $1.25 would potentially result in the issuance of 2,369,190 shares.

Investment Policy in Joint Ventures

It is the policy of the Company to recognize joint ventures only once sufficient consideration has been received for the venture to impact its operations. Neither the execution of an agreement requiring the formation of a joint venture nor the creation of a shell intended to be the venture vehicle is considered sufficient. Once operations commence in a material manner, the Company will recognize the operation of a joint venture in its financial statements.

PP&E depreciation policy of fixed tangible assets

The depreciation policy of the Company’s long term fixed tangible assets is decided dependent on the useful life a particular asset is expected to have. The Company currently operates with few assets having no real estate and with very little operational equipment. The current book value of all fixed tangible assets owned by the Company is $4,705. None of these assets are considered to be material to the business.

Recent accounting pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.

The recent release of FASB Accounting Standards Update 2025-04 in May 2025 relates to Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) and sets out certain ‘Clarifications to Share-Based Consideration Payable to a Customer’. While the Company currently has obligations to make and receive payments in stock under an agreement that governs the commercialization of the Company’s technology in Bolivia the Company has yet to fully analyze the effect of the new pronouncement on its situation. The date for the implementation of this release in the Company’s annual reporting period is required only after December 15, 2026, however the Company anticipates introducing any required measures earlier commencing with its 2025 year-end reporting.

The Company has noted the issuance by FASB of ASU 2023-07 on November 27, 2023 that introduces amendments to “improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses” to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows”. At present, the Company has no marketable product lines, it is currently developing the technology that will enable the introduction of one or more such lines, however, it is too early to predict in what final product form, and more importantly how many different variations of this, the iTDE Technology will eventually be marketed. The Company’s chief operating decision maker, its CEO Mr. Benton Wilcoxon, who is responsible for the allocation of the Company’s resources acts on the principle that the business cannot as yet be considered to operate with different segments of activity nor is investment into development work divided into different segments, its operating capital and investment being dedicated only to one end, that of completion of the iTDE Technology and its incorporation into one or more final marketable product segments. For this reason, the Company does not feel ASU 2023-07 is currently applicable.

Noting also that the Company does not currently offer any profits interests or similar awards, the Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

F-9

NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets amounted to $635,041 as of June 30, 2025, it was increased from the $604,368 reported as at December 31, 2024. This represents an increase of $30,633 during the period.

The bulk of the prepaid expenses and other current assets comprises payment of $496,025 made to a third party US engineering and technology development company (“ETD Co”) to be used for complementary development work. Payment is organized as repayable loan under an agreement executed April 4, 2024, earning interest on principal with an option for the Company to offset repayment of the loan and interest should the Company wish to acquire any technology developed by the debtor. The use of funds is overseen by the CEO of the Company and the full amount of the loan and interest is expected to be repaid by ETD Co May 30, 2026. As of June 30, 2025, interest payable on this loan is $52,016.

ETD Co was previously owned and managed by a former officer of the Company and one of its other senior employees and used by them for managing technologies not related to the business of the Company. In 2023, ETD Co had sought to invest in the Company by purchasing its convertible instruments and then its equity, however, this investment was unsuccessful. On April 1, 2024, 100% of the ownership of ETD Co was sold by its shareholders to a third party and since that date neither related party had any further involvement of any kind in its ownership or business, in particular neither related party had any involvement in the proposal, negotiation or operation loan agreement.

In addition, certain important payments were made on account to two attorney trust accounts, that of Company’s intellectual property lawyers and to an attorney engaged to manage litigation issues for the Company as well as involvement in certain financing negotiations and managing particular compliance issues. No interest is payable on these amounts. As of June 30, 2025, these payments amounted to aggregate $70,000. During the 3 months ending June 30, 2025, no expenses were incurred in connection with the Company’s intellectual property protection and no funds were transferred to the relevant trust account.

The remaining prepaid expenses and other current assets comprises a $1,600 deposit on the rental of laboratory facilities, still not returned following cancellation of the rental agreement, and a $600 deposit under a consultancy agreement, both unchanged, and an advance of $14,800 to an employee on humanitarian grounds following the death of a parent.

NOTE 5 – RESTATEMENT OF THE COMPANY’S INTELLECTUAL PROPERTY ASSET

The Company’s principal asset is its iTDE Technology. This technology is now classified as a finite intangible asset and is amortized over the life of the technology’s underlying patents.

Previously, from September 2021, the Company had classified its iTDE Technology as an indefinite intangible asset and therefore the asset was not amortized, however, during fiscal 2023, the Company reassessed its iTDE Technology, concluding that such technology was a finite, rather than infinite, intangible asset. As a result, the Company began to restate the value of the technology on its books by applying retroactive amortization to the value of the asset. The audited annual report of the Company for 2023 filed with the SEC on form 10-K/A on April 28, 2025, records the results of the reevaluation and this Report continues the accounting treatment of the asset as set forth in the 2023 annual financial statements.

F-10

The following table illustrates the result of the reclassification showing amortization applied since December 31, 2022:

Cost, Amortization and Carrying Amount of the iTDE Technology
Cost
On December 31, 2022	$	3,500,127
Additions		-
Transfers		-
On December 31, 2023		3,500,127
Additions		-
Disposals		-
On December 31, 2024		3,500,127
Additions		-
Disposals		-
On June 30, 2025		3,500,127

Accumulated Amortization
On January 1, 2022		350,013
Charge for the year		-
On December 31, 2022		350,013
Charge for the year		149,782
Prior Period Adjustment		308,365
On December 31, 2023		808,160
Charge for the period		149,782
On December 31, 2024		957,942
Charge for the period		74,891
On June 30, 2025		1,032,833

Carrying amount
On December 31, 2022		3,150,114
On December 31, 2023		2,691,967
On December 31, 2024		2,542,185
On June 30, 2025		2,467,294

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of June 30, 2025, and December 31, 2024, accounts payable and accrued liabilities consisted of as follows:

	June 30,		December 31,
	2025 (not reviewed)		2024 (unaudited)
Accounts payable and accrued expenses	$	835,735	$	898,876
Accrued payroll		2,229,271		1,978,498
Accrued interest		376,230		241,947
Total	$	3,441,236	$	3,119,321

As of June 30, 2025, the Company owed debts of $3,441,236. To certain shareholders, $2,229,271 to certain employees and consultants as well as interest expense on its debts of $376,230 and certain other accrued expenses amounting to $835,735. As of June 30, 2024 the corresponding debts were $1,978,498 to shareholders, to employees and consultants, $241,947 in interest expense and $898,876 in other accruals.

There is no debt repayable to shareholders in the current fiscal year, however a total of $2,144,904 is repayable to such shareholders during fiscal 2026, unless such debt is extended beyond fiscal 2026. Management anticipates that this debt will either be extended or converted into shares of common stock of the Company.

On February 29, 2024, the Company concluded a total of seven agreements with its senior employees, consultants, and third-party professionals (“Debt Extension Agreements”). All the Directors, Officers, employees, consultants and professionals owed remuneration and expenses by the Company under the Debt Extension Agreements are considered important to the Company’s operations and business. The Debt Extension Agreements will enter into force on condition that the shareholder debtors agree to convert their debt into equity. The Debt Extension Agreements set out the terms under which such persons would receive their past indebtedness as well as how such persons would be remunerated in future.

F-11

Each of the Debt Extension 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 agreements with other significant reductions in the case of consultants. For employees and most consultants, 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 Debt Extension Agreements also grant the right for each signatory to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (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 of June 30, 2025, none of these Agreements had entered into force.

NOTE 7 – CONVERTIBLE NOTES, PROMISSORY NOTES AND LOANS

During the six months ended June 30, 2025, the Company issued five convertible notes (Series F), with aggregate amount of $495,000 as follows:

On January 3, 2025, $145,000 will mature on January 3, 2027;

On April 7, 2025, $75,000 will mature on April 7, 2027;

On April 17, 2025, $100,000 will mature on April 17, 2027;

On May 20, 2025, $75,000 will mature on May 20, 2027; and

On May 30, 2025, $100,000 will mature on May 30, 2027.

As of June 30, 2025 the total aggregate convertible debt outstanding was $2,080,004.

During the six months ended June 30, 2025, the Company did not issue any ordinary loans:

As of June 30, 2025, the Company had nine outstanding loans with an aggregate value of $845,000. Each of these loans is repayable in one year and pays 10% interest annually in arrears. The Company did not contract any loan during the three months ending June 30, 2025.

During the three months ended June 30, 2025, the Company recognized interest expense on its loans and convertible notes of $70,319, as compared to $42,070 for the same period ended June 30, 2024. The total recognized interest expense for the six months ending June 30, 2025, was $134,283 compared to the $78,897 of interest recognized for the same period in 2024.

F-12

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 June 30, 2025, seven Directors, Officers and employees, including full time consultants, were owed a total of $2,229,271 for salaries, remuneration and expenses. Of this $352,601 is owed to the two Directors who are also the senior officers of the Company (“Senior Managers”).

On June 30, 2025, the following Directors and officers were owed the following amounts:

Name	Title	Amount owing ($)		Accumulated Leave ($)		Total Liability ($)
Benton Wilcoxon	Director, CEO		35,341		19,930		55,271
John Michael Johnson	Director, President & CFO		272,383		24,947		297,330
Total Liability:			307,724		44,877		352,601

Under the terms of the Debt Extension Agreements concluded between the Senior Managers and a further five other employees and consultants the outstanding debt to such persons may be converted under certain terms. In particular, such debt might be converted into shares at the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date conversion or at the price that is five percent (5%) lower than the price reported to the SEC as an offering of shares to the market. In such event, the Company would be significantly diluted by the issuance of compensating shares. On June 30, 2025, the average 5-day trading price of the Company’s shares was $5.37. If all the outstanding debt as of June 30, 2025, were to be converted at this price this would result in the issuance of 415,135 shares.

On April 4, 2024, the Company entered into a loan agreement with a third-party engineering and technology development company (“ETD Co”). During the proposal, negotiation, execution of this agreement, ETD Co was not connected with the Company as a related party, however, prior to April 1, 2024, this US based corporation was previously owned and managed by a former officer of the Company (who resigned from the Company on February 22, 2024) and one of its other senior employees. Neither of these two related parties had any involvement in connection with the said loan nor in any of the subsequent business of ETD Co. After April 1, 2024, when ETD Co was acquired by a financial consultant, the business of ETD Co has been carried on by the new owner and manager of ETD Co independently of any related party relationship.

NOTE 9 – VALUE OF FINANCIAL INSTRUMENTS

As of June 30, 2025, the Company holds certain shares in the AIM publicly traded company Clontarf Energy plc. The table below sets forth the fair market value of the shareholding based on the closing price for the shares on the AIM market. As of June 30, 2025, the market price for Clontarf shares was GBP0.00031, putting the Fair Value of the Investment at $40,973.

The Company recognized a loss of $60,552 on the shareholding when measured against the market price on the AIM market on the date of the acquisition of the shareholding.

From the acquisition Date to period cover June 30, 2025, the fair market value (FMV) of the shareholding was reported as follows:

	Date		Number of Shares		Market Price		Exchange Rate		Amount in USD
Acquisition Date		31-May-23		96,250,000		GBP 0.00085		1.24095		101,525
Period End		30-June-25		96,250,000		GBP 0.00031		1.37320		40,973
Unrealized (Loss)										(60,552	)

F-13

Three month covering the period January to June 30, 2025, FMV of the shareholding was reported as follows:

Date

Number of Shares

Market Price

Exchange Rate

Amount in USD

Year End, FMV

31-December-24

96,250,000

GBP 0.00032

1.25160

38,549

Period End

30-June-25

96,250,000

GBP 0.00031

1.37320

40,973

Unrealized Gain

2,424

NOTE 10 – 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.

On June 30, 2025, there were 28,546,834 shares of common stock outstanding.

During the six months ended June 30, 2025, the Company issued no shares of common stock.

On May 29, 2024, the Company Board of Directors had agreed to the issuance of a total of 20,000 newly authorized preferred stock in a class identified as Class ‘A’ Preferred Stock. Ten thousand (10,000) Class “A” Preferred Stock were subscribed by John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, with the additional ten thousand (10,000) Class “A” Preferred Stock being subscribed for and on behalf of the Board of Directors of the Company to utilize as the Board sees fit in the best interest of the Company. As of June 30, 2025, no funds had been transferred to pay for the said subscriptions. As a result, on notice to the subscribers duly given, the issuance of these 20,000 shares of Class ‘A’ shares of Preferred Stock was revoked for non-payment, and the entire Class “A” Preferred Stock series was cancelled.

On September 23, 2024, the Company Board of Directors had agreed to the issuance of a total of 20,000 newly authorized preferred stock in a class identified as Class ‘F’ Preferred Stock. Ten thousand (10,000) Class “F” Preferred Stock were subscribed by John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, with the an remaining ten thousand (10,000) Class “F” Preferred Stock being subscribed for and on behalf of the Board of Directors of the Company to utilize as the Board sees fit in the best interest of the Company. As at June 30, 2025, no funds had been transferred to pay for the said subscriptions. As a result, on notice to the subscribers duly given, the issuance of these 20,000 shares of Class ‘F’ shares of Preferred Stock was revoked for non-payment and the entire Class “F” Preferred Stock series was cancelled.

During the six months ended June 30, 2025, the Company issued no options under the Company’s 2021 Stock Incentive Plan (the “Plan”).

During the six months ended June 30, 2025, the Company none of the outstanding convertible debt of the Company was converted into shares of common stock.

NOTE 11 – SUBSEQUENT EVENTS

There are no Subsequent events to be reported.

F-14

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

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

Overview

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

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

Overview of the Business

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

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

Currently, the primary focus of the business is on completion of the first of two pilot plants embodying the iTDE Technology system that will enable the demonstration of the extraction system for the extraction of lithium, calcium, magnesium, boron, and certain other elements. The first system will provide greater flexibility to optimize and extend the reach of the process, allowing for replacement of sensor systems and variation of process parameters. It is anticipated that this pilot plant will not only demonstrate the system and its ability to target lithium using naturally occurring brines and liquors (solutions of crushed ores) but also provide a platform to optimize the extraction process and extend the extraction to other elements. The first pilot plant will enable the Company to establish the percentage level of extraction including the purity of the extracted elements and the chemical form of the extracted elements. This will give a clear indication of the economics of the process.

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

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

It is important for the commercialization process that the Company have access to material to process (“feedstock”) since the process will usually be particularly adapted to suit a particular feedstock. On March 27, 2023, the Company signed a Partnership Agreement with the UK AIM listed company Clontarf Energy plc (“Clontarf”) in accordance with which the partners would pursue together the possibility of using the Company’s iTDE Technology to extract lithium and other materials from feed-stock brines in Bolivia. On behalf of the partners, Clontarf submitted a bid to the “Pública Nacional Estratégica Yacimientos de Litio Bolivianos” (the ‘National Strategic Public Company of Bolivian Lithium Deposits’ or “YLB”) in the Call for Bids (“convocatoria”) for the seven priority salares (salt pans) in Southern Bolivia. Since fiscal 2023, the Clontarf bid has made progress through the bidding process which consists of five phases. Given the extended time and uncertainty of winning the convocatoria, the Company has begun to explore alternative sources of feed-stock with commercial potential in particular in the US where environmental considerations and clean-up are paramount and where the Company’s technology may open access to domestic sources of strategic materials.

The Company has been focusing on additional and complementary technologies that will enhance its system either by rendering it more efficient or by reducing costs. In the second quarter of 2024, the Company entered into an agreement with a third-party US engineering and technology development company (“ETD Co”) that may provide access to additional technologies focusing initially on membrane advances before turning to milling technology. If successful, the Company may use all or part of a certain loan to acquire such technology. The funds transferred for this purpose are secured as a loan earning 8% interest and are due to be repaid by May 30, 2026, if no specific technology is acquired by the Company prior to repayment.

Results of Operations

The following table summarizes the results of our operations during the three months ended June 30, 2025, and 2024, respectively:

	Three Months Ended June 30
	(not reviewed)
	2025			2024			Change

Revenues	$	-		$	-		$	-
Operating expenses		391,584			440,338			(48,754	)
Other (Income) expense		64,055			(56,959	)		121,014
Net profit (loss)		(455,639	)		(383,379	)		72,260
Profit (Loss) per share of common stock		(0.01	)		(0.01	)		-

During the three months ended June 30, 2025, the principal focus of the Company remained the finalization of the pilot plant engineering and construction in India together with the work in developing specific membranes for use with the Company’s technology, work already delayed by lack of funds. The Company also continued to focus on seeking finance for its future and dealing with certain litigation issues that were preventing the ability of the Company to raise funding by issuing equity. During this period, the Company incurred operating expenses of 455,639, as compared to $383,379 incurred for the same 3-month period ending June 30, 2024. This represented an increase of $72,260 or 19% in expenses.

Following efforts during fiscal 2024 to reduce expenses, by the first quarter of 2025 the Company’s expenses had reached their lowest sustainable level, at a cost to the pace of development of the technology. This was driven primarily by shift in operations to India combined with a lowering of the number of employees and the cancellation of the carryforward of leave benefit. During fiscal 2025 the Company continued to operate at low levels, however, two important increases fueled the general increase in quarterly expenses for the second quarter of 2025. First, interest expense of $70,319 due to the rescheduling of the Company’s debt and the increase in interest expense due on the growing employee and consultant deferred remuneration. This was an increase of $28,249 over the same period in 2024. Second, the payment of $59,000 in general legal fees associated with advice regarding potential litigation and reviews of potential financing arrangements. This represented an increase of $54,000 over the same period in 2024. Intellectual property expenses declined by $11,186 during the same period.

Another significant decline in expenses was the reduction of $84,023 in payments to Contractors and consultants with overall payments reducing from $144,325 in the second quarter of 2024 to $60,302 during the same 3-month period of 2025. This was the result of no payment made to Monarch Innovation ($78,525 in Q2 2024).

The following table summarizes the results of our operations during the six months ended June 30, 2025, and 2024, respectively:

	Six Months Ended
	June 30, (not reviewed)
	2025			2024			Change

Revenues	$	-		$	-		$	-
Operating expenses		814,645			939,932			(125,287	)
Other (Income) expense		106,920			(145	)		107,065
Net profit (loss)		(921,565	)		(939,787	)		(18,222	)
Profit (Loss) per share of common stock		(0.03	)		(0.03	)		-

The net loss incurred during the six month period ending June 30, 2025, of $921,565 was broadly the same as that incurred during the same period of 2024: $939,787. One senior employee resigned in early 2024 to be rehired part time as a part time consultant, reducing expense by $12,000 per the quarter, however, this reduction was offset by a senior Director and Officer who transferred from working as a consultant to becoming an employee necessitating the payment of additional taxes of $13,018. The removal of the carry forward of leave benefit for employees and full-time consultants saved $41,359.

There was an overall decline during the period in intellectual property expense offset by an increase in other legal expense with an net increase of $36,212 in overall legal expense, however, overall payments to consultants and contractors declined by $96,826 when comparing the first six months of 2024 with the same period in 2025. Interest expense on Company debt increased from $78,897 to $134,283 between the two 6-month periods ending June 30due to the extension of existing loans to shareholders and an increase in servicing debt to employees and consultants. Travel expenses also increased with senior management travelling to India and the middle east as well as internally in the US and this necessitated an increase in insurance expense of $10,410 with the need to insure a senior Officer for annual travel.

Liquidity and Capital Resources

As of June 30, 2025, we had total current assets of $698,055 and an accumulated deficit of $9,248,001.

Our operating activities used $535,506 in cash for the six months ended June 30, 2025, while our operations used $861,765 cash in the six months ended June 30, 2024. During the period, the Company has focused attention on the work necessary to complete the pilot plants. Strategically it is considered necessary to complete the pilot plants to enable the Company to move to the next stage of its marketing plan: to demonstrate the system and its extraction economics to potential users. The Company currently has several companies interested in evaluating the system using their brines and these tests will consume a considerable amount of time once the pilot plants are ready to process. Management considers it preferable to focus on this work, and this has led to an overall reduction in expenses prior to reengaging in other activities.

Our cash requirements continue to be primarily for the finalization of the iTDE System pilot plant. While the Company anticipates opening corporate offices in the US in the future as well as manufacturing facilities, at present the focus is on the shift of development and engineering work to India to accelerate the ability to carry out Pilot Plant trials with customer brines and liquors.

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

Off Balance Sheet Arrangements

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

Seasonality

Our operating results are not affected by seasonality.

Inflation

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

Critical Accounting Policies

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

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

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

Item 4 - Controls and Procedures

Disclosure of Controls and Procedures

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

Management’s Report on Internal Control over Financial Reporting

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

Based on this evaluation, the Company’s management concluded its internal control over financial reporting, while significantly improved, was still not effective as of June 30, 2025.

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. 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.

PART II

OTHER INFORMATION

Item 1 - Legal Proceedings

On April 26, 2024, Judge Elizabeth Leonard of the Midland County District Court in Midland, Texas entered a Third Turnover Order (the “Turnover Order”) requiring the Company to turn over 15,866,096 of its common shares, registered to a corporation with the same name as the Company (NEXT-ChemX Corporation) but registered in a different jurisdiction, to NEXT-ChemX Corporation, a Texas corporation, Glenn A. Little, as Director and Receiver. Sparkie Properties L.L.C. (“Sparkie”) that is managed by Glenn Little who was also appointed receiver of, a privately held Texas corporation.

This decree was issued even though neither the privately held NEXT-ChemX Corporation, chartered in Texas, nor the Company itself was ever involved in the underlying lawsuit giving rise to said decree. This order arose from litigation in Sparkie Properties L.L.C. v. NextMetals Limited and Benton Wilcoxon, CV 58242, In the District Court of Midland County, Texas, 238^th Judicial District. The shares of the Company owned by NEXT-ChemX Corporation, the privately held Texas corporation, were alleged to belong to NextMetals Limited, a defendant in the litigation, rather than the aforementioned closely held Texas private company.

In fact, NextMetals Limited, a Gibraltar corporation defendant in the litigation does own shares in the closely held Texas private company, NEXT-ChemX Corporation, however the order has been issued to seize not the shares in the private Texas company but rather the private Texas company’s assets, the shares in the Company. The similarity of names between the Company and the private Texas corporation came about in 2021 when the Company adopted the changed its business and adopted the name of its principal shareholder that has contributed the technology currently exploited by the Company in exchange for a controlling share. These facts were ignored by the Court; moreover, when the private Texas Company whose assets were under threat approached the Court to be heard, the Judge refused allow it a hearing and proceeded with the judgement effectively depriving the private Texas company of its asset.

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

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 - Unregistered Sale of Equity Securities and Use of Proceeds

None.

Item 3 - Defaults upon Senior Securities

None

Item 4 - Mine Safety Disclosures

Not applicable.

Item 5 - Other Information

None

ITEM 6. EXHIBITS

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

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

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: August 19, 2025	NEXT-ChemX Corporation

	By:	/s/ Benton Wilcoxon
		Benton Wilcoxon
		Chief Executive Officer
		(Principal Executive Officer)

NEXT-ChemX Corporation. 10-Q