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~~June 3130, 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, ~~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 ~~May~~August 1918, 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 ~~March~~June 3130, ~~2024~~2025

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	F-32
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	56
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	87
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	87
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 at March 31, 2025 and December 31, 2024	F-3
Condensed Balance Sheets as of June 30, 2025 (not reviewed) and December 31, 2024 (unaudited)	F-2
Condensed Statements of Operations for the three months ended March 31, 2025 and 2024	F-4
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 months ended March 31, 2025 and 2024	F-5
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 three months ended March 31, 2025 and 2024	F-6
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-76

F-1

PART I

FINANCIAL INFORMATION

~~Important~~ITEM 1. ~~Notice:~~FINANCIAL ~~Deficient Report~~STATEMENTS.

~~The financial statements that form part of the present Quarterly Report on Form 10~~NEXT-~~Q for the period covering the first quarter of 2025 (the “2025 10-Q”) have~~ChemX not been reviewed by a registered public accounting firm, this filing must therefore be considered as substantially deficient. On May 3, 2024, the Company was made aware that its long standing auditors, BF Borgers CPA PC, had been denied the privilege of appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. The Company appointed a new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates”) to replace Borgers. Due to a vastly increased workload, however, Fruci & Associates were unable to bring the Company’s reporting up to date during 2024. On April 28, 2025, the Company refiled its 2023 Annual Report on Form 10-K/A with the financial statements fully audited by Fruci & Associates. Any changes made in the refiled 2023 10-K/A were then incorporated into the Company’s unaudited Annual Report on Form 10-K for the year ending 2024 filed on April 30, 2025 and into this present Report that is not reviewed. Both the 2024 10-K report and this present quarterly report have not been either audited or reviewed due to time constraints. Attention is drawn to the fact that the Company’s quarterly financial statements for the year 2024 remain unreviewed by the Company’s auditors. The present deficiency is entirely due to circumstances beyond the control of the Company.Corporation

~~The Company has no reason to believe that this~~Condensed ~~present~~Balance 2025 first quarter 10-Q cannot be relied upon because of an error in the financial statements. The Company continues to with Fruci & Associates to carry out the necessary auditing and reviews that will bring the Company’s reporting up to date and in full compliance, and will make every effort to support Fruci & Associates achieving this as soon as possible.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

~~ITEM 1. FINANCIAL STATEMENTS.~~NEXT-ChemX Corporation

~~NEXT-ChemX~~Condensed Statements ~~Corporation~~of Operations

~~Condensed Balance Sheets~~(unaudited)

(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~~not reviewed)

	NOT REVIEWED March 31,			NOT REVIEWED December 31,
	2025			2024
ASSETS
Current Assets:
Cash	$	612		$	62,547
Financial Assets		47,248			38,549
Prepaid expense and other current assets		617,003			604,368
Total Current Assets		664,863			705,464
Property and equipment, net		5,951			7,285
Intangible asset, net		2,504,740			2,542,185
Total Non-current Assets		2,510,691			2,549,470
Total Assets	$	3,175,554		$	3,254,934
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	3,329,257		$	3,119,281
Other Current Liabilities		500,000			500,000
Loan payable		845,000			845,000
Due to related party		139,015			107,445
Other Current Liabilities		139,015			107,445
Total Current Liabilities		4,813,272			4,571,726
Non-Current Liabilities:
Notes payable		1,730,004			1,585,004
Total Non-Current Liabilities		1,730,004			1,585,004
Total Liabilities	$	6,543,276		$	6,156,730
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 20,000 Series A		20			20
20,000 Series F Preferred stock issued and outstanding as of December 31, 2024		20			20
Preferred stock, value		20			20
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		(8,792,362	)		(8,326,436	)
Total Stockholders’ Equity (Deficit)		(3,367,722	)		(2,901,796	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	3,175,554		$	3,254,934

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

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~F-3

FNEXT-3ChemX Corporation

~~NEXT-ChemX~~Condensed Statement ~~Corporation~~of Changes in Stockholders’ Equity (Deficit)

~~Condensed Statements of Operations~~(unaudited)

(~~Unaudited~~not reviewed)

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

	Three Months Ended
	Shares			Amount			Capital		Deficit			Deficit
	March 31,
	Common Stock						Additional Paid-in		Accumulated			Stockholders’
	NOT REVIEWED 2025			NOT REVIEWED 2024
	Shares			Amount			Capital		Deficit			Deficit
Revenues	$	-		$	-
Balance December 31, 2024		28,546,834		$	28,547		$	5,396,053	$	(8,326,436	)	$	(2,901,796	)
Operating expenses
Net loss					-			-		(465,926	)		(465,926	)
Salaries and Employee Benefits		174,000			237,609
Balance March 31, 2025		28,546,834			28,547			5,396,053		(8,792,362	)		(3,367,722	)
Professional fees and contractors		158,222			200,100
Cancellation Cash-Subscription		-			-			-		-			(40	)
Depreciation and amortization		38,780			38,780
Net loss		-			-			-		(455,639	)		(455,639	)
Other Operating Expense		43,760			43,092
Balance June 30, 2025		28,546,834		$	28,547		$	5,396,053	$	(9,248,001	)	$	(3,823,401	)
Total operating expenses		414,762			519,581
Income (loss) from operations		(414,762	)		(519,581	)
Other income (expense)
Other Income		12,801
Interest expense		(63,965	)		(36,827	)
Total other expense		(51,164	)		(36,827	)
Net income (loss)	$	(465,926	)	$	(556,408	)
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			28,546,834

~~The~~For the ~~accompanying~~Three ~~notes~~and ~~are~~Six anMonths ~~integral~~Ended ~~part~~June of30, ~~these unaudited~~2024 ~~condensed~~(not ~~financial statements.~~reviewed)

F-4

	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	)

~~NEXT-ChemX~~The accompanying ~~Corporation~~notes are an integral part of these unaudited condensed financial statements.

~~Condensed Statement of Changes in Stockholders’ Equity (Deficit)~~F-4

~~(Unaudited)~~NEXT-ChemX Corporation

~~(Not~~Condensed Statements ~~Reviewed)~~of Cash Flows

~~For the Three Months Ended March 31, 2025~~(unaudited)

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Preferred Stocks				Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance December 31, 2024		40,000	$	40		28,546,834	$	28,547	$	5,396,053	$	(8,326,436	)	$	(2,901,796	)
Net loss				-				-		-		(465,926	)		(465,926)
Balance March 31, 2025		40,000	$	40		28,546,834	$	28,547	$	5,396,053	$	(8,792,362	)	$	(3,367,722	)

(not reviewed)

For the Three Months Ended March 31, 2024

	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

	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	$	(6,512,110	)	$	(1,087,510	)
Balance		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	)

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-5

FNEXT-5ChemX Corporation

~~NEXT-ChemX~~NOTES TO ~~Corporation~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Condensed~~June 30, ~~Statements of Cash Flows~~2025

~~(Unaudited)~~not reviewed

~~(Not~~NOTE 1 ~~Reviewed)~~- ORGANIZATION AND BUSINESS OPERATIONS

	For the nine months ended
	March 31,
	2025 NOT REVIEWED			2024 NOT REVIEWED
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$	(465,926	)	$	(556,408	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		38,780			38,780
Other income received in form Shares of Stocks		-			-
Unrealized loss on trading securities		(8,699	)		19,987
Changes in Operating Assets and Liabilities:
Related Party Advances		31,570			20,207
Prepaid expenses		(12,635	)		(4,178	)
Accounts payable and accrued liabilities		209,975			188,924
Net cash provided by (used in) operating activities		(206,935	)		(292,688	)
INVESTING ACTIVITIES
Purchase of property and equipment		-			-
Net cash provided by (used in) investing activities		-			-
FINANCING ACTIVITIES
Proceeds from the Stock Issuance of Common Stocks		-			-
Proceeds from convertible notes payable - related party		-			-
Net proceeds from convertible notes payable		145,000			365,000
Net proceeds from loan payable		0			20,000
Repayment of notes payable		-			-
Net cash provided by (used in) financing activities		145,000			385,000
Net increase (decrease) in cash		(61,935	)		92,312
Cash, beginning of year		62,547			2,458
Cash, end of the period	$	612		$	94,770
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	$	-			$ -

Organization and Description of Business

~~The~~NEXT-ChemX Corporation, ~~accompanying~~formerly ~~notes~~known ~~are~~as anAllyMe ~~integral~~Group ~~part~~Inc. (“Company”, “we” or “us”) was incorporated under the laws of ~~these~~the State of Nevada on August 13, 2014, and has adopted a December 31 fiscal year end. The Company trades on the OTC market ~~unaudited~~(Pink ~~condensed~~Sheet) ~~financial~~under ~~statements~~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.

FSince 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-6Targeting 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.

~~NEXT-ChemX~~The primary ~~Corporation~~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.

~~NOTES~~Potential future TOcommercial ~~UNAUDITED~~applications ~~CONDENSED~~for ~~FINANCIAL~~the ~~STATEMENTS~~iTDE Technology include:

~~March~~● 31Extracting 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, ~~2025~~Effluent, or Tailings; and ● Desalination of Sea Water, by Extracting Ions for Water Purification

~~not~~During the ~~reviewed~~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.

~~NOTE~~The smaller 1system -was ~~ORGANIZATION~~designed ~~AND~~to ~~BUSINESS~~facilitate ~~OPERATIONS~~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.

~~Organization~~The first ~~and~~system ~~Description~~is expected to be completed during third quarter of ~~Business~~2025.

~~NEXT-ChemX~~The Company ~~Corporation,~~anticipates ~~formerly~~first ~~known~~running asextraction ~~AllyMe~~tests ~~Group~~on brine solutions mixed with controlled defined quantities of elements that approximate ~~Inc~~the naturally occurring brines of potential customers. ~~(the~~The “Company” has already received brine samples from Clontarf Energy plc, ~~“we”~~a orUK AIM ~~“us”)~~listed ~~was~~company ~~incorporated~~with ~~under~~whom the ~~laws~~Company ofconcluded ~~the~~an ~~State~~agreement ofto ~~Nevada~~iTDE onTechnology ~~August~~in Bolivia through a jointly established commercial ~~13,~~venture. ~~2014,~~The ~~and~~composition ~~has~~of ~~adopted~~these abrines ~~December~~will 31be ~~fiscal~~the ~~year~~basis ~~end~~for modeling these controlled samples. ~~The~~This ~~Company~~initial ~~trades~~calibration onof the ~~OTC~~system will ~~market~~be ~~(Pink~~done ~~Sheet)~~by ~~under~~making ~~the~~synthetic ~~symbol~~brines ~~“CHMX”. On~~based ~~December~~upon ~~23,~~analytical ~~2021,~~data received from the Bolivian State Lithium Company ~~filed~~and ~~SEC~~should ~~Form~~provide a 8basis ~~A12G~~for ~~becoming~~better atesting ~~mandatory~~with ~~filer~~actual ~~and~~brines. ~~has~~We ~~since~~expect ~~complied~~large ~~with~~container ~~all~~sized ~~reporting~~sample ~~requirements~~of actual brines to arrive in India around October of ~~the~~2024 ~~Securities~~for ~~Exchange~~testing ~~Commission~~in asour apilot ~~reporting~~plant ~~issuer~~system.

~~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~~F-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.6

~~The~~We have ~~primary~~also ~~focus~~engaged ofwith ~~the~~another ~~Company~~Indian isengineering ~~the~~company ~~commercial launch~~to oftest ~~its~~the ~~iTDE~~effectiveness ~~Technology~~of intheir ~~a scalable system and cost~~nano-~~effective~~filtration system, ~~that may be deployed remotely~~ to ~~customer~~use ~~locations.~~in ~~The~~front ~~Company’s~~of ~~technology,~~our ~~when~~pilot ~~fully~~plant ~~tested~~system ~~and implemented, is expected~~ to ~~enable~~remove ~~the~~significant ~~commercial~~amounts ~~extraction~~ of ~~lithium~~divalent ~~from~~ions, ~~natural brines~~such ~~and geothermal sources~~ as ~~well~~magnesium asand ~~liquors from leached mined ore solutions. In addition~~calcium, ~~during~~without the ~~first~~use ~~quarter,~~of ~~management~~any ~~began~~chemicals. toThis ~~focus~~may onmake ~~developing~~our ~~two~~complete orsystem ~~three~~more ~~other~~economical ~~targeted~~in ~~systems~~challenging ~~for~~remote ~~the~~areas ~~mining~~such ~~of metals~~ as ~~well~~our asproject ~~water~~with ~~treatment~~Clontarf ~~systems~~in ~~and recycling~~Bolivia.

~~Potential~~Due to ~~future~~a ~~commercial~~lack ~~applications~~of ~~for~~funding, the ~~iTDE Technology~~Company ~~include,~~has ~~but~~scaled ~~are~~back ~~not~~its ~~limited~~intellectual ~~to:~~property protection strategy in the near term.

●NOTE 2 ~~Extracting~~– ~~Fatty~~GOING 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 PurificationCONCERN

~~During~~The Company ~~the~~has ~~first~~incurred ~~quarter~~losses since inception (August 13, 2014) resulting in an accumulated deficit of ~~2025~~$ 9,248,001 as ~~the~~of June 30, 2025. The Company has ~~continued~~ tobeen ~~manage~~operating ~~the~~with ~~construction~~a working capital deficit since changing its business focus in April 2021. For a variety of reasons, the ~~first~~Company ofhas ~~two~~found ~~pilot~~it ~~plant~~difficult ~~systems~~to ~~that~~raise ~~will~~money ~~form~~on the ~~basis~~capital ofmarkets ~~its~~and ~~ongoing~~has ~~commercialization~~relied extensively on ~~efforts~~existing byshareholders ~~demonstrating~~to ~~the~~fund ~~scalability~~operating ofexpenses. Such funding has been insufficient necessitating the ~~system~~Company’s employees and on occasion its third-party contractors to settle for ~~commercial~~delays ~~purposes~~in payment. ~~This~~In ~~will~~the becase ~~done~~of byemployees ~~providing~~and ~~actual~~consultants, ~~commercial~~a ~~data~~significant toamount ~~define~~of ~~typical~~debt ~~running~~has ~~costs,~~accumulated ~~and~~effectively bybecoming ~~generating~~a ~~commercial~~source ~~interest~~of bythe ~~processing~~Company’s ~~samples~~operating ~~supplied~~capital. byTo ~~potential~~achieve ~~customers~~revenues, the Company should complete its pilot plant enabling it to demonstrate the ~~iTDE~~commercial ~~technology’s~~benefits ~~capabilities~~of ~~commercially~~the iTDE Technology. ~~The~~Until ~~two~~such ~~planned~~time ~~systems~~as the ~~include~~pilot ~~(i)~~plant ais ~~smaller~~completed ~~flexible~~and ~~system~~the ~~utilizing~~Company can commence the ~~iTDE~~normal commercialization of its technology, further losses are ~~Technology~~anticipated. ~~that~~Management ~~will~~anticipates ~~enable~~more losses before the ~~processing~~commercialization of ~~solutions~~the ~~containing~~system ~~lithium~~can be expected to ~~demonstrate~~break-even or to turn a profit. During fiscal 2023, the ~~commercial~~Company ~~viability~~concluded agreements with a third party aimed at commercialization of the ~~system;~~iTDE ~~and~~Technology ~~(ii)~~however athere ~~larger~~has ~~system~~been ~~that~~only ~~will~~slow ~~handle~~progress in the ~~processing~~implementation of ~~industrial~~these ~~quantities~~agreements. The Company required a supply of ~~brines,~~material ~~better~~for processing ~~demonstrating~~to advance the ~~scalability~~process of commercialization and ~~performance~~aims to identify further similar opportunities to exploit once pilot demonstrations are ready. The exploitation of ~~the~~such ~~system~~commercial ~~when~~arrangements ~~used~~is ~~commercially~~expected to ~~extract~~ease ~~lithium~~the deficit in working capital.

~~The~~For the ~~smaller~~six ~~system~~months ~~was~~ended ~~designed~~June to30, ~~facilitate~~2025, ~~work on refinement of~~ the ~~basic~~Company ~~iTDE~~showed ~~system~~a bynet ~~enabling~~loss ~~changes~~of to$921,565 ~~sensor types and positions~~ as ~~well~~compared aswith ~~adaptations to its other relevant systems. It is expected this will contribute to improvements in efficiency and assist in~~ the ~~modelling~~loss of ~~the~~$939,787 ~~process~~ for ~~commercial implementation, enabling changes that will reduce~~ the ~~cost~~six ~~and~~months ended ~~improve~~June ~~the~~30, ~~economics of the process~~2024. The ~~inherent~~net ~~flexibility~~cash ofused ~~the~~in ~~design~~operating ~~also~~activities ~~allows~~ of the Company toduring ~~conduct~~the ~~its~~six ~~research~~months ~~into~~ended ~~the~~June ~~extraction~~30, of2025, ~~other~~as ~~elements thereby~~ compared to ~~exploring~~ the ~~commercial~~same ~~viability~~period ofin ~~the~~2024 ~~extraction of~~was ~~other~~$535,506 ~~elements~~and $861,765 respectively.

~~The~~It ~~first~~is ~~system~~anticipated isthat ~~nearing~~the Company ~~completion~~will ~~during~~require additional capital to reach its goals however, management believes that the Company’s capital ~~first~~requirements ~~quarter~~are difficult to predict depending, as it does, on many factors including the continuing and expanding success of ~~this~~the ~~year~~Company’s development efforts.

~~F-7~~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 ~~anticipates~~generating ~~first~~profitable ~~running~~operations ~~extraction~~in ~~tests~~the future and or obtaining onthe ~~brine~~necessary ~~solutions~~financing ~~mixed~~to ~~with~~meet ~~controlled~~its ~~defined~~obligations ~~quantities~~and ofrepay ~~elements~~its ~~that~~liabilities ~~approximate~~arising ~~the~~from ~~naturally~~normal ~~occurring~~business ~~brines~~operations ofwhen ~~potential~~they ~~customers~~come due. ~~The~~ Company ~~has~~estimates ~~already~~it ~~received~~will ~~brine~~need ~~samples~~to ~~from~~raise ~~Clontarf~~an ~~Energy~~estimated ~~plc~~$3 ~~(“Clontarf”),~~million aduring UKthe ~~AIM~~remaining ~~listed~~quarter ~~company~~of ~~with~~fiscal ~~whom~~2025 ~~the~~to manage its business needs ~~Company~~provided ~~concluded~~however anexisting ~~agreement~~shareholder todebt ~~iTDE~~is ~~Technology~~converted ininto ~~Bolivia~~equity ~~through~~as aplanned ~~jointly~~and ~~established~~agreements ~~commercial~~with ~~venture~~employees and consultants go into effect as agreed. ~~The~~There ~~composition~~is no assurance that the financing of ~~these brines~~this nature will be ~~the~~available ~~basis~~in ~~for~~the ~~modeling~~necessary ~~these~~timeframe ~~controlled~~or ~~samples.~~in ~~This~~the ~~initial~~future ~~calibration~~or that of the ~~system~~commercialization plans will be ~~done~~fulfilled bywithout ~~making~~additional ~~synthetic brines~~financing. ~~based~~The ~~upon~~possible ~~analytical~~inability ~~data~~to ~~received~~raise ~~from~~the financing necessary and the ~~Bolivian~~general ~~State~~business ~~Lithium~~uncertainties ~~Company~~and particular conditions and ~~should~~situation ~~provide~~described aabove ~~basis~~raise ~~for~~substantial ~~better~~doubt ~~testing~~about ~~with~~our ability ~~actual~~to ~~brines.~~continue Weas ~~expect~~a ~~large~~going ~~container~~concern. ~~sized~~The ~~sample~~financial statements of ~~actual~~the ~~brines~~Company do not include any adjustments relating to ~~arrive~~the inrecoverability and ~~India~~classification inof recorded assets, or ~~about~~the ~~October~~amounts and classifications of ~~2024~~liabilities ~~for~~that ~~testing~~might inbe ~~our~~necessary should the Company be ~~pilot~~unable ~~plant~~to ~~system~~continue as a going concern.

WeIn the ~~have~~absence ~~also~~of ~~engaged~~the ~~with~~planned ~~another~~$3 ~~Indian~~million ~~company~~funding Management intends to ~~test~~ ~~the~~finance ~~effectiveness~~operating ofcosts ~~their~~over ~~nano-filtration~~the ~~system~~next totwelve ~~use~~months inwith ~~front~~existing cash ofon ~~our~~hand, ~~pilot~~loans ~~plant~~from ~~system~~directors, toemployees ~~remove~~and ~~significant~~consultants ~~amounts~~that ofdefer ~~divalent ions~~their payments, ~~such~~investments asfrom ~~magnesium~~shareholders and ~~calcium~~related parties, sales ~~without~~of ~~the~~shares ~~use~~and repayment of ~~any~~loans ~~chemicals.~~and ~~This~~from ~~may~~smaller ~~make~~private ~~our~~placements ~~complete~~of ~~system~~common ~~more~~stock. ~~economical~~There incan ~~challenging remote~~be ~~areas~~no ~~such~~assurances asthat ~~our~~management’s plans ~~project~~will ~~with~~be ~~Clontarf in Bolivia~~successful.

~~Due to a lack of funding, the Company has scaled back its intellectual property protection strategy in the near term.~~F-7

NOTE 3 2- –SUMMARY ~~GOING~~OF ~~CONCERN~~SIGNIFICANT ACCOUNTING POLICIES

~~The Company has incurred losses since its~~Interim ~~inception~~Financial on August 13, 2014, resulting in an accumulated deficit of $ 8,792,362 as of March 31, 2025 and a working capital deficit of $4,148,409. On December 31, 2024, the Company had a working capital deficit of $3,866,262 and a total accumulated deficit of $8,326,436. This represents an increase in the accumulated deficit of $465,926 during the first quarter 2025.Statements

AsThe accompanying ofunaudited ~~March~~condensed ~~31,~~interim ~~2024,~~financial ~~the~~statements ~~Company~~and ~~had~~related annotes ~~accumulated~~have been prepared in accordance with accounting principles ~~deficit~~generally accepted in the United States of $7America (“U.S. GAAP”) for interim financial information,~~068,518~~ and ain ~~working~~accordance ~~capital~~with the ~~deficit~~rules and regulations of $the ~~3,944,727~~United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. ~~This~~Accordingly, ~~represents~~they ando ~~increase~~not ininclude all of the ~~accumulated~~information ~~deficit~~and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of $1normal recurring adjustments) that are,~~723~~ in the opinion of management,~~844~~ necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily ~~over~~indicative of the ~~twelve~~results ~~month~~for ~~period~~the ~~between~~full year. These unaudited interim financial statements should be viewed in conjunction with the ~~end~~Compliant Reporting, ofincluding the ~~first~~2023 ~~quarter~~Annual ~~2024~~Report on Form 10-K/A filed on April 28, 2025 and the ~~end~~Company’s ofquarterly report on Form 10-Q/A for the ~~first~~period ~~quarter~~ending March 30, 2024 filed on June 30, 2025. This interim financial statement has not been reviewed by the Company’s auditors.

~~Further~~The financial ~~losses~~statements are ~~anticipated~~presented in ~~the~~United ~~development of~~States ~~its business~~dollars.

~~Accordingly, there is substantial doubt about the~~Use ~~Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success and timing~~ of the Company’s development efforts and its efforts to raise capital in a timely fashion as required to pursue such development in an optimal manner. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. Moreover, the reliance of the Company on short term debt (one to two years) to fund the Company’s business necessitates the constant need to extend or refinance such debt. While the lenders are shareholders and have historically agreed always to extend the debt, there can be no assurance that the shareholders will continue to extend such support.Estimates

~~As the pilot development approaches its completion,~~The ~~the~~preparation ~~need for funding~~ of ~~operating~~financial ~~costs~~statements ~~will~~in ~~increase~~conformity ~~putting~~with aaccounting ~~further~~principles ~~strain~~generally onaccepted in the ~~business~~U.S. ~~The~~GAAP ~~conditions~~requires ~~described above raise substantial~~management ~~doubt about our ability~~ to ~~continue~~make asestimates aand ~~going~~assumptions ~~concern.~~that ~~The~~affect ~~financial~~the ~~statements~~reported amounts of ~~the~~assets ~~Company~~and doliabilities ~~not~~and ~~include~~disclosure ~~any~~of ~~adjustments~~contingent ~~relating~~assets and toliabilities at the ~~recoverability~~date ~~and classification~~ of ~~recorded~~the ~~assets,~~financial orstatements and the reported amounts ~~and classifications~~ of ~~liabilities~~revenues ~~that~~and ~~might~~expenses beduring ~~necessary should~~ the ~~Company~~reporting beperiod. ~~unable~~Actual results tocould ~~continue~~differ asfrom athose ~~going concern~~estimates.

~~The ability to continue as a going concern is dependent~~Evaluation not only on the Company’s ability to raise financing sufficient to complete its technology commercialization plan, but also its ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, supplemented by loans from related parties, the reorganization of ~~part~~Long-Lived ofIntangible portions of its debt into equity, and when business progress is made, with a private placement of common stock either directly or as a convertible debt offering. However, there can be no assurances that management’s plans will be successful.Assets

~~NOTE~~The Company 3acquired -its ~~SUMMARY~~principal OFintellectual ~~SIGNIFICANT~~property ~~ACCOUNTING~~asset ~~POLICIES~~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.

~~Interim~~The Company ~~Financial~~is ~~Statements~~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 ~~accompanying~~intangible ~~unaudited~~asset ~~condensed~~was ~~interim~~reevaluated ~~financial statements~~ and ~~related~~is ~~notes~~now ~~have~~considered ~~been~~to ~~prepared~~have inan ~~accordance~~estimated ~~with~~useful ~~accounting~~life ~~principles~~equivalent ~~generally~~to ~~accepted in~~ the ~~United~~period ~~States~~ of ~~America~~its ~~(“U.S.~~underlining ~~GAAP”)~~patent ~~for interim financial information~~protection, ~~and~~appropriate inamortization ~~accordance~~being ~~with~~charged to the ~~rules~~value ~~and regulations~~ of the ~~United~~asset ~~States~~accordingly. ~~Securities and~~This ~~Exchange~~has ~~Commission~~resulted ~~with~~in ~~respect~~an adjustment ~~to Form 10-Q and Article 8~~ of ~~Regulation S-X. Accordingly~~$682,820 to ~~they~~the doasset ~~not~~value ~~include~~as ~~all~~ of ~~the~~June ~~information and~~30, ~~footnotes required by U~~2025.S. ~~GAAP~~This ~~for~~has ~~complete~~resulted ~~financial~~in ~~statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments~~1) ~~that are, in the opinion of management, necessary for~~ a ~~fair~~charge ~~statement~~ of ~~the~~$374,455 ~~results~~against ~~for~~ the ~~interim~~value ~~periods presented. Interim results are not necessarily indicative~~ of the ~~results~~asset ~~for~~as ~~the~~amortization; ~~full~~and ~~year.~~2) ~~These unaudited interim financial statements should be viewed in conjunction with~~ the ~~audited~~balance ~~financial~~sheet ~~statements~~was ofreadjusted ~~the~~to ~~Company~~include ~~for the year ended December 31~~$308,365 of ~~2023~~retained ~~together~~earnings. ~~with~~Further ~~the~~details ~~unaudited~~are ~~financial~~included ~~statements~~in ~~for~~Note ~~the~~5 ~~year ended December 31, 2024~~below.

~~F-8~~Revenue Recognition

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

~~The~~(i) ~~preparation~~Identification of ~~financial~~the ~~statements~~type inand ~~conformity with~~binding ~~accounting~~nature ~~principles~~of ~~generally~~the ~~accepted~~contract inas ~~the~~well ~~U.S.~~as ~~GAAP~~an ~~requires~~identification ~~management~~and toassessment ~~make~~of ~~estimates~~the goods and ~~assumptions~~services ~~that~~undertaken ~~affect~~with specific reference to the ~~reported amounts~~intangible nature of ~~assets~~the ~~and~~intellectual ~~liabilities~~property ~~and~~rights ~~disclosure~~sold; (ii) Identification of ~~contingent~~specific ~~assets~~performance ~~and~~obligations ~~liabilities~~within atthe overall contract that are distinct. (iii) Determination of the ~~date~~specific price or value of the ~~financial~~specific ~~statements~~performance ~~and~~obligation. (iv) Allocation of the ~~reported~~ ~~amounts~~transaction price or value of ~~revenues~~a specific performance obligation; and ~~expenses~~(v) ~~during~~Determination of the ~~reporting~~moment ~~period.~~the ~~Actual~~obligation ~~results~~undertaken ~~could~~is ~~and~~delivered ~~will~~or ~~differ~~performance ~~from~~is ~~those estimates~~satisfied.

~~Intangible asset~~F-8

~~The iTDE Technology is classified as a finite intangible~~Earnings ~~asset~~(loss) byper ~~the Company based on the patents already filed to protect the technology.~~Share

~~Revenue~~Basic earnings ~~Recognition~~(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.

~~The~~For the ~~Company~~quarterly ~~utilizes~~periods aended ~~five~~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-~~step~~dilutive ~~process~~as ~~when~~the ~~assessing~~Company incurred losses in these periods. Notwithstanding this, however, it should be noted that as on June 30, 2025, the ~~recognition~~Company had the following dilutive instruments outstanding convertible into shares of ~~revenue~~ordinary ~~from~~shares ~~contractual~~of ~~obligations.~~common stock as follows:

(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.

	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.

~~NOTE~~Investment Policy 4in –Joint ~~PREPAID EXPENSE AND OTHER CURRENT ASSETS~~Ventures

~~Prepaid expenses and other current assets amounted~~It tois ~~$617,003~~the aspolicy of ~~March~~the ~~31,~~Company ~~2025,~~to itrecognize ~~was~~joint ~~increased~~ventures ~~from~~only ~~the~~once ~~$604,368~~sufficient ~~reported~~consideration ashas atbeen ~~December~~received ~~31,~~for ~~2024.~~the ~~This~~venture ~~represents~~to ~~an increase of~~impact ~~$12,635~~its ~~during the period~~operations. ~~The~~Neither ~~increase in prepaid expense recorded in 2025 was~~ the ~~result~~execution of ~~certain~~an ~~advances~~agreement inrequiring ~~aggregate~~the ~~totaling~~formation of ~~$496,025~~ ~~made to~~ a ~~third-party~~joint ~~under~~venture annor ~~agreement whereby~~ the ~~company~~creation ~~will~~of ~~earn~~a ~~interest~~shell ~~on the said advance with the right~~ intended to ~~convert the~~be ~~amount owing into~~ the ~~acquisition~~venture ofvehicle ~~certain~~is ~~technology~~considered ~~at its exclusive option~~sufficient. AtOnce ~~year~~operations ~~end~~commence ~~this~~in ~~advance,~~a ~~together~~material ~~with outstanding interest~~manner, ~~formed $535,503 of~~ the ~~current assets. The~~ Company ~~also~~will ~~recorded~~recognize athe ~~total~~ operation of ~~$9,300~~a ~~advanced~~joint toventure ~~one~~in ~~employee,~~its ~~neither~~financial ~~an officer nor a director of the Company~~statements.

~~NOTE~~PP&E depreciation 5policy –of ~~ACCOUNTS~~fixed ~~PAYABLE~~tangible ~~AND ACCRUED LIABILITIES~~assets

AsThe depreciation policy of ~~March~~the ~~31,~~Company’s ~~2025,~~long ~~and~~term ~~December~~fixed ~~31,~~tangible ~~2024,~~assets ~~accounts~~is decided dependent on the useful life a particular ~~payable~~asset is expected to have. The Company currently operates with few assets having no real estate and ~~accrued~~with ~~liabilities~~very ~~consisted~~little operational equipment. The current book value of asall ~~follows:~~fixed tangible assets owned by the Company is $4,705. None of these assets are considered to be material to the business.

~~SCHEDULE~~Recent OFaccounting ~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES~~pronouncements

	March 31,		December 31
	2025		2024
Accounts payable and accrued expenses	$	938,155	$	898,876
Accrued payroll		2,085,841		1,978,458
Accrued interest		305,261		241,947
Total	$	3,329,257	$	3,119,281

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.

FThe recent release of FASB Accounting Standards Update 2025-904 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.

AsThe Company athas ~~March~~noted 31the issuance by FASB of ASU 2023-07 on November 27, ~~2025~~2023 that introduces amendments to “improve reportable segment disclosure requirements, ~~the~~primarily ~~Company~~through ~~debt~~enhanced ~~payable~~disclosures about significant segment expenses” to enable “investors ~~shareholders~~to ~~during~~better ~~fiscal~~understand ~~2025~~an entity’s overall performance” and assess “potential future cash flows”. At present, ~~unless~~the Company has no marketable product lines, it is currently developing the technology that will enable the introduction of one or more such lines, ~~debt~~however, it is ~~extended~~too ~~beyond~~early ~~fiscal~~to ~~2025~~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 ~~due~~for the allocation of the Company’s resources acts on the principle that the business cannot as ~~follows:~~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.

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

Period		Aggregate of Loan Amounts Falling				Due Number of Loans Falling Due				Anticipated Interest Amount Payable at Maturity
3rd Quarter 2025		$	250,000				2			$	50,000

F-9

~~The majority of such loans outstanding to shareholders~~NOTE ~~($575,000)~~4 ~~will~~– ~~fall~~PREPAID ~~due~~EXPENSE inAND ~~fiscal~~OTHER ~~year~~CURRENT ~~2026.~~ASSETS

~~On February 29, 2024, the Company concluded a total~~Prepaid ofexpenses ~~seven agreements with its senior employees, consultants,~~ and ~~third-party~~other ~~professionals~~current ~~and~~assets ~~with~~amounted one former employee. 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~~ $5635,041 ~~million per annum~~ as ~~indicated by reference to the Annual Report~~ of ~~the~~June ~~Company on~~30, ~~Form 10-K or if no such report is filed~~2025, init ~~accordance~~was ~~with~~increased ~~the~~from ~~audited financial reports presented to~~ the ~~shareholders, or, (ii) achieved a quarterly income figure of~~ $~~12 million~~604,368 ~~or,~~reported ~~(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~~December ~~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~~31, 2024. ~~Remuneration~~This ~~will~~represents an 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~~30,633 orduring ~~(b)~~ the ~~date on which the Company shall receive booked revenue~~period.

The bulk ~~agreements~~of ~~further~~the ~~provide~~prepaid ~~for~~expenses ~~each~~and ~~signatory with~~other ~~the~~current ~~Company~~assets tocomprises ~~convert~~payment ~~all~~of or$496,025 made to a ~~portion~~third ofparty ~~the~~US ~~Indebtedness~~engineering and ~~Penalty~~technology ~~Interest~~development tocompany ~~shares~~(“ETD ofCo”) ~~common~~to ~~stock~~be ofused ~~the~~for ~~Company~~complementary development atwork. ~~any time~~Payment atis ~~the~~organized ~~lower~~as ofrepayable ~~(i)~~loan ~~the~~under ~~price~~an ~~which~~agreement isexecuted ~~five~~April ~~percent~~4, ~~(5%)~~2024, ~~lower~~earning ~~than~~interest ~~the~~on ~~average~~principal with ~~trading~~an ~~price~~option offor the ~~five~~Company ~~business~~to ~~trading~~offset ~~days~~repayment ~~immediately preceding the date~~ of the ~~election,~~loan orand ~~(ii),~~interest ifshould the Company iswish into ~~the~~acquire ~~process~~any oftechnology developed ~~raising~~by ~~finance~~the ~~and~~debtor. ~~has~~The ~~made~~use anof ~~offering~~funds tois ~~the~~overseen ~~public~~ by ~~reporting~~ the ~~offering~~CEO toof the ~~Securities~~Company ~~Exchange~~and ~~Commission (“SEC”), at~~ the ~~price~~full ~~that~~amount isof ~~five~~the ~~percent~~loan ~~(5%)~~and ~~lower~~interest ~~than~~is ~~the~~expected ~~price~~to ~~recorded~~be inrepaid ~~such~~by ~~reported~~ETD ~~offering~~Co ~~provided~~May ~~such~~30, ~~offering~~2026. ~~shall~~As ~~have~~of ~~been~~June ~~active~~30, at2025, ~~any~~interest ~~time~~payable ~~during~~on ~~the~~this ~~previous~~loan ~~quarter~~is $52,016.

~~The~~ETD Co ~~indebtedness~~was previously owned and managed by a former officer of the Company toand ~~the~~one ~~signatories shall~~of beits ~~accelerated~~other senior employees and ~~become~~used ~~immediately~~by ~~due~~them ~~and~~for ~~payable~~managing technologies innot related to the ~~event~~business ~~that~~of the Company. ~~shall~~In ~~fail:~~2023, ~~(i)~~ETD ~~(a)~~Co had sought to ~~achieve~~invest anin ~~annual~~the ~~EBITDA~~Company by purchasing its convertible ofinstruments $5and ~~million~~then ~~per~~its ~~annum~~equity, orhowever, ~~(b)~~this toinvestment ~~achieve~~was aunsuccessful. ~~quarterly~~On ~~income~~April ~~figure~~1, 2024, 100% of ~~$12~~the ~~million,~~ownership ~~or,~~of ~~(c)~~ETD Co was sold by its shareholders to ~~declare~~a ~~the~~third ~~Indebtedness~~party onand orsince ~~before February~~that ~~28,~~date ~~2027;~~neither orrelated ~~(ii)~~party tohad ~~pay~~any ~~the~~further ~~monthly~~involvement ~~remuneration~~of ~~agreed~~any kind in ~~the~~its ~~agreement~~ownership or ~~within~~business, 11in ~~days~~particular ofneither ~~the~~related ~~month~~party ~~end~~had inany ~~which~~involvement in the ~~remuneration was~~proposal, ~~incurred~~negotiation or operation loan agreement.

~~Notwithstanding~~In addition, ~~the~~certain ~~above~~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 ~~Indebtedness~~Company ~~shall~~as well as involvement in certain financing negotiations ~~become~~and ~~due~~managing particular compliance issues. No interest is payable on ~~the~~these ~~fifth~~amounts. ~~anniversary~~As of June 30, 2025, these payments amounted to aggregate $70,000. During the ~~Execution~~3 ~~Date~~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.

~~These~~The remaining ~~agreements~~prepaid ~~shall~~expenses ~~only~~and ~~enter~~other ~~into~~current ~~force~~assets oncomprises ~~the first~~a ~~date following February 29~~$1,600 ~~2024~~deposit on ~~which~~ the ~~total~~rental ~~debt~~ of ~~the~~laboratory ~~Company~~facilities, ~~outstanding~~still tonot ~~any~~returned following ~~listed~~cancellation ~~shareholders~~ of ~~NCX~~the ~~who~~rental ~~are~~agreement, ~~not employees~~and ofa ~~NCX~~$600 ~~has~~deposit ~~been~~under ~~either~~a ~~converted~~consultancy ~~to shares of common stock of NCX~~agreement, orboth ~~paid in full~~unchanged, orand ~~forgiven;~~an ifadvance ~~this~~of ~~suspensive condition~~$14,800 isto ~~not~~an ~~realized~~employee on orhumanitarian ~~before~~grounds ~~May~~following ~~30, 2024,~~ the ~~agreements~~death ~~all~~of ~~become~~a ~~void~~parent.

AsNOTE 5 of– ~~March~~RESTATEMENT ~~31,~~OF ~~2025,~~THE ~~none~~COMPANY’S ofINTELLECTUAL ~~these~~PROPERTY ~~agreements had entered into force.~~ASSET

~~NOTE~~The Company’s 6principal –asset ~~CONVERTIBLE~~is ~~NOTES,~~its ~~PROMISSARY~~iTDE ~~NOTES~~Technology. This technology is now classified as a finite intangible asset and is ~~AND~~amortized ~~LOANS~~over the life of the technology’s underlying patents.

~~During~~Previously, from September 2021, the ~~three~~Company ~~months~~had ~~ended~~classified ~~March~~its 31iTDE Technology as an indefinite intangible asset and therefore the asset was not amortized, ~~2025~~however, during fiscal 2023, the Company ~~issued~~reassessed ~~one~~its ~~convertible~~iTDE ~~note~~Technology, ~~with~~concluding ~~aggregate~~that ~~amount~~such oftechnology ~~$145,000~~was ~~and~~a ~~will~~finite, ~~mature~~rather inthan infinite, 24intangible ~~months~~asset. ~~Total~~As ofa ~~twenty-one~~result, the Company began to restate the value of ~~convertible notes~~the ~~outstanding~~technology ~~with~~on ~~aggregate~~its books by applying retroactive amortization to the value of $1the asset. The audited annual report of the Company for 2023 filed with the SEC on form 10-K/A on April 28,~~730~~ 2025,~~004~~ 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.

~~As of March 31, 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~~ F-10~~% interest annually in arrears. The Company did not contract any loan during the three months ending March 31, 2025.~~

~~During~~The following ~~the~~table ~~three~~illustrates ~~months~~the ~~ended~~result ~~March~~of ~~31, 2025,~~ the ~~Company~~ ~~recognized~~reclassification ~~interest~~showing ~~expense~~amortization onapplied ~~its~~since ~~loans~~December ~~and convertible notes of $63~~31,~~965.~~ 2022:

~~F-10~~ SCHEDULE OF FINITE LIVED INTANGIBLE ASSET

NOTE 7 – RELATED PARTY TRANSACTIONS

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

~~The Company continues to rely on advances from related~~NOTE ~~parties~~6 in– ~~support~~ACCOUNTS ofPAYABLE ~~its~~AND ~~operations~~ACCRUED 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.LIABILITIES

As of ~~March~~June 3130, 2025, ~~Directors, Officers~~ and ~~employees, including~~December ~~certain full-time consultants~~31, ~~were owed a total of $2~~2024,~~404,296~~ ~~for~~accounts ~~salaries,~~payable ~~remuneration~~ and ~~expenses.~~accrued Ofliabilities ~~this~~consisted ~~$2,155,114~~of ~~is owed~~as ~~to five senior officers and employees (“Senior Managers”).~~follows:

SCHEDULE OnOF ~~March~~ACCOUNTS ~~31,~~PAYABLE ~~2025,~~AND ~~the~~ACCRUED ~~following Directors and officers were owed the following amounts:~~LIABILITIES

SCHEDULE OF AMOUNT OWED BY DIRECTORS AND OFFICERS

	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

Name	Title	Amount owing ($)		Accumulated Leave ($)		Total Liability ($)
Benton Wilcoxon	Director, CEO		81,271		19,930		101,201
John Michel Johnson	Director, President & CFO		277,363		24,947		302,310
Total Liability:			1,339,241		71,480		1,410,721

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.

~~All the above Directors, Officers,~~There ~~employees,~~is ~~consultants~~no ~~and~~debt ~~professionals~~repayable ~~owed~~to ~~remuneration~~shareholders ~~and~~in ~~expenses by~~ the ~~Company~~current ~~are~~fiscal ~~considered~~year, ~~important~~however toa ~~the Company’s~~total ~~operations and business. The Company holds agreements on the deferral~~ of ~~debt~~$2,144,904 ~~with~~is ~~seven~~repayable ofto ~~the~~such ~~above~~shareholders ~~that will~~during ~~enter~~fiscal ~~into~~2026, ~~force~~unless ~~under~~such ~~certain~~debt ~~conditions~~is ~~whereby~~extended ~~the~~beyond ~~shareholder~~fiscal ~~debtors~~2026. ~~agree~~Management toanticipates ~~convert~~that ~~their~~this debt ~~into~~will ~~equity.~~either ~~Two~~be ~~consultants owed~~extended aor ~~total of $71,100~~converted ~~have~~into ~~voluntarily~~shares ~~accepted~~of ~~delays~~common instock ~~payment~~ of ~~their~~the ~~remuneration~~Company.

~~NOTE~~On February 829, –2024, ~~VALUE~~the OFCompany ~~FINANCIAL~~concluded ~~INSTRUMENTS~~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.

As of March 31, 2025, the Company holds certain shares in the AIM publicly traded company Clontarf Energy plc. The table below sets forth the fair market value of the shareholding based on the closing price for the shares on the AIM market. As at March 31, 2025, the market price for Clontarf shares was GBP0.00038, putting the Fair Value of the Investment at $47,248.F-11

~~The~~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 ~~recognized~~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 ~~loss~~quarterly income figure of $5412 million,~~277~~ onor, (iii) the ~~shareholding~~Board of Directors of the Company shall declare the Indebtedness ~~when~~due. ~~measured~~Until ~~against~~such time as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the ~~market~~respective salaries ~~price~~fixed onin the ~~AIM~~employment ~~market~~agreements onto be reduced to at least ¼ of the ~~date~~amount of remuneration set forth in the ~~acquisition~~employment agreements with other significant reductions in the case of consultants. For employees and most consultants, remuneration will increase to ½ of the ~~shareholding~~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.

~~From~~The Debt Extension Agreements also grant the ~~acquisition~~right ~~Date~~for each signatory to ~~period~~convert ~~cover~~all ~~March~~or 31a 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, ~~2025~~or (ii), ~~FMV~~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.

~~SCHEDULE~~The OFindebtedness ~~SHAREHOLDING~~of ~~MEASURED~~the ~~AGAINST~~Company ~~THE~~to ~~MARKET~~the ~~PRICE~~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.

	Date	Number of Shares		Market Price		Exchange Rate		Amount in USD
Acquisition Date	31-May-23		96,250,000.00		GBP 0.00085		1.24095		101,525
Period End	31-March-25		96,250,000.00		GBP 0.00038		1.2918		47,248
Unrealized Loss									(54,277	)

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

~~Three~~These agreements ~~month~~shall ~~covering~~only enter into force on the ~~period~~first ~~January~~date following February 29, 2024 on which the total debt of the Company outstanding to ~~March~~any 31listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, ~~2025~~or paid in full, ~~FMV~~or forgiven; if this suspensive condition is not realized on or before May 30, 2024, the agreements all become void.

Date

Number of Shares

Market Price

Exchange Rate

Amount in USD

Year end

31-December-24

96,250,000.00

GBP 0.00032

1.2516

38,549

Period End

31-March-25

96,250,000.00

GBP 0.00038

1.2918

47,248

Unrealized Gain

8,698

As of June 30, 2025, none of these Agreements had entered into force.

~~F-11~~NOTE 7 – CONVERTIBLE NOTES, PROMISSORY NOTES AND LOANS

~~NOTE~~During the 9six –months ~~STOCKHOLDERS’~~ended ~~EQUITY~~June 30, 2025, the Company issued five convertible notes (~~DEFICIT~~Series F), with aggregate amount of $495,000 as follows:

~~The~~On January ~~Company~~3, ~~is authorized to issue 100~~2025,~~000,000~~ ~~shares of common stock with a par value of~~ $~~0.001 and 5~~145,000~~,000~~ ~~shares~~will ofmature ~~preferred~~on ~~stock~~January ~~with a par value of $0.001. There was no preferred stock issued and outstanding as of March 31~~3, ~~2024.~~2027;

On ~~March~~April 317, 2025, ~~there~~$75,000 ~~were~~will ~~28,546,834~~mature ~~shares~~on ~~of common~~April ~~stock~~7, ~~outstanding.~~2027;

~~During~~On ~~the three months ended March 31~~April 17, 2025, ~~the Company~~$100,000 ~~issued~~will nomature ~~shares~~on ofApril ~~common~~17, ~~stock.~~2027;

~~During~~On ~~the~~May ~~three months ended March 31~~20, 2025, ~~the Company~~$75,000 ~~issued~~will nomature ~~options~~on ~~under~~May ~~the~~20, ~~Company’s~~2027; ~~2021 Stock Incentive Plan (the “Plan”).~~and

~~During~~On ~~the~~May ~~three months ended March 31~~30, 2025, ~~the~~ ~~Company~~$100,000 ~~issued~~will nomature ~~convertible~~on ~~debt~~May ~~exchangeable~~30, ~~into shares of common stock~~2027.

~~NOTE~~As of 10June –30, ~~SUBSEQUENT~~2025 ~~EVENTS~~the total aggregate convertible debt outstanding was $2,080,004.

~~The seven agreements signed on February 29, 2024,~~During by the ~~Company~~six ~~with~~months ~~its~~ended ~~senior~~June ~~employees~~30, ~~consultants~~2025, ~~and third-party professionals as well as with a former employee under which certain provisions were agreed to defer~~ the ~~debts~~Company ~~owing~~did tonot ~~such~~issue ~~persons~~any ~~became~~ordinary ~~invalid on May 30, 2024.~~loans:

~~F-12~~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.

~~ITEM~~During the 2three 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. ~~MANAGEMENT’S~~The ~~DISCUSSION~~total ~~AND~~recognized ~~ANALYSIS~~interest OFexpense ~~FINANCIAL~~for ~~CONDITION~~the ~~AND~~six ~~RESULTS~~months OFending ~~OPERATIONS~~June 30, 2025, was $134,283 compared to the $78,897 of interest recognized for the same period in 2024.

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~F-12

~~Caution~~NOTE 8 ~~Regarding~~– ~~Forward-Looking~~RELATED ~~Information~~PARTY TRANSACTIONS

~~This~~The Company ~~Quarterly~~continues ~~Report~~to rely on ~~Form~~advances ~~10-Q,~~from ~~including,~~related ~~without limitation,~~parties ~~statements~~in ~~containing~~support ~~the~~of ~~words~~its ~~“believes”,~~operations ~~“anticipates”,~~and ~~“expects”~~cash ~~and~~requirements ~~words~~are ofexpected ~~similar~~to continue ~~import,~~until ~~constitute~~such ~~forward-looking~~time ~~statements.~~as ~~Such~~the ~~forward-looking~~Company ~~statements~~can ~~involve~~support ~~known~~itself ~~and~~or ~~unknown~~attain ~~risks,~~adequate ~~uncertainties~~financing ~~and~~through ~~other factors~~sales ~~that~~of ~~may~~equity ~~cause~~or ~~the~~debt ~~actual~~financing. ~~results,~~Most ~~performance~~of orthis support ~~achievements~~took the form of the ~~Company,~~nonpayment of all or ~~industry~~a ~~results,~~portion toof besalary ~~materially~~payments ~~different from~~to ~~any~~senior ~~future~~Directors, ~~results~~Officers, ~~performance~~consultants, orand ~~achievements~~employees, effectively ~~expressed~~constituting ora ~~implied~~deferred bydebt ~~such~~payment ~~forward-looking~~to ~~statements~~such persons.

~~Such~~As of ~~factors~~June ~~include~~30, ~~among others~~2025, ~~the~~seven ~~following: international~~Directors, ~~national~~Officers and ~~local~~employees, ~~general~~including ~~economic~~full ~~and~~time ~~market~~consultants, ~~conditions:~~were ~~demographic~~owed ~~changes;~~a ~~the~~total ~~ability~~ of ~~the~~$2,229,271 ~~Company~~for ~~to sustain~~salaries, ~~manage~~remuneration ~~or forecast its growth; the ability of the Company to successfully make~~ and ~~integrate~~expenses. ~~acquisitions;~~Of ~~existing~~this ~~government regulations and changes in~~$352,601 oris ~~the~~owed ~~failure~~ to ~~comply~~the ~~with,~~two ~~government~~Directors ~~regulations;~~who ~~adverse~~are ~~publicity;~~also ~~competition;~~the ~~fluctuations~~senior ~~and~~officers ~~difficulty~~of ~~in forecasting operating results; changes in business strategy or development plans; business disruptions;~~ the ~~ability~~Company ~~to attract and retain~~(“Senior ~~qualified personnel; and other factors referenced in this and previous filings~~Managers”).

~~Given~~On June ~~these~~30, ~~uncertainties~~2025, ~~readers~~the offollowing ~~this~~Directors ~~Form 10-Q~~ and ~~investors~~officers ~~are~~were ~~cautioned~~owed ~~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~~following ~~of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.~~amounts:

~~Overview~~ SCHEDULE OF AMOUNT OWED BY DIRECTORS AND OFFICERS

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.

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

~~The~~Under the ~~Company~~terms ~~qualifies~~of asthe anDebt ~~“emerging~~Extension ~~growth company”~~Agreements asconcluded ~~defined~~between inthe Senior Managers and a further five other employees and consultants the outstanding ~~Jumpstart~~debt ~~Our~~to ~~Business~~such ~~Startups~~persons ~~Act~~may be converted under certain terms. In particular, such debt might be converted into shares at the price which ~~became~~is ~~law~~five inpercent ~~April~~(5%) lower ~~2012.~~than ~~The~~the ~~definition~~average trading price of anthe ~~“emerging growth~~five ~~company”~~business trading days immediately preceding the date conversion or at the price that is afive ~~company~~percent ~~with~~(5%) lower anthan ~~initial~~the ~~public~~price reported to the SEC as an offering of ~~common~~shares ~~equity~~to ~~securities~~the ~~which~~market. ~~occurred~~In ~~after~~such ~~December~~event, 8the Company would be significantly diluted by the issuance of compensating shares. On June 30, ~~2011~~2025, ~~and~~ ~~has~~the ~~less~~average ~~than~~5-day trading price of the Company’s shares was $15.37. If ~~billion~~all the outstanding debt as of ~~total~~June ~~annual~~30, ~~gross~~2025, ~~revenues~~were ~~during~~to ~~last~~be ~~completed~~converted ~~fiscal~~at ~~year~~this price this would result in the issuance of 415,135 shares.

~~Overview~~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 ~~Business~~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.

~~Since April 27, 2021, the Company has changed its~~NOTE ~~business~~9 ~~entirely~~– ~~with~~VALUE ~~the~~OF ~~acquisition~~FINANCIAL 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.INSTRUMENTS

~~The~~As of ~~iTDE~~June ~~Technology~~30, ~~has~~2025, ~~been~~the ~~shown~~Company ~~effective~~holds ~~when extracting~~certain ~~lithium~~shares ~~from~~in ~~brine~~the ~~solutions~~AIM orpublicly ~~mine~~traded ~~leach~~company ~~solutions,~~Clontarf ~~and~~Energy toplc. ~~have~~The ~~significant~~table ~~potential~~below insets forth the ~~following~~fair ~~applications:~~market ~~extracting fatty~~value ~~acids~~of ~~from~~the ~~vegetable~~shareholding ~~oils~~based ason athe ~~superior~~closing ~~refining~~price ~~process;~~for ~~extracting~~the ~~glycerides~~shares ~~from~~on ~~biodiesel~~the asAIM amarket. ~~superior~~As ~~purification~~of ~~process; extracting~~June ~~radioactive~~30, ~~ions~~2025, ~~from~~the ~~nuclear~~market price ~~waste~~for ~~waters;~~Clontarf ~~extracting~~shares ~~specific~~was ~~metal~~GBP0.00031, ~~ions~~putting ~~from~~the ~~mine~~Fair ~~leach~~Value ~~solutions~~of ~~and~~the ~~waste~~Investment ~~effluents;~~at ~~and to remove salts from seawater for desalination~~$40, ~~among other things~~973.

3The 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.

~~Currently, the primary focus of the business is on~~From ~~completion of~~ the ~~first~~acquisition ofDate ~~two~~to ~~pilot~~period ~~plants~~cover ~~embodying~~June ~~the iTDE Technology system that will enable the demonstration of the extraction system for the extraction of lithium~~30, ~~calcium~~2025, ~~magnesium, boron, and certain other elements. The first system will provide greater flexibility to optimize and extend~~ the ~~reach~~fair ofmarket ~~the~~value 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~~FMV) ~~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~~shareholding ofwas ~~the~~reported ~~extracted elements~~as ~~and the chemical form of the extracted elements. This will give a clear indication of the economics of the process.~~follows:

A SCHEDULE ~~second~~OF ~~pilot~~SHAREHOLDING ~~plant~~MEASURED ~~system~~AGAINST isTHE ~~planned~~MARKET ~~to use the experience from the first pilot plant to improve the current design enabling higher throughputs and a better processing ability for marketing purposes.~~PRICE

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.

	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	)

~~Results of Operations~~F-13

~~The~~Three month ~~following~~covering ~~table summarizes~~ the ~~results~~period ofJanuary ~~our operations~~to ~~during~~June ~~the~~30, ~~three~~2025, ~~months~~FMV ~~ended~~of ~~March~~the ~~31,~~shareholding ~~2025,~~was ~~and~~reported ~~2024,~~as ~~respectively~~follows:

	Three Months Ended
	Date			Number of Shares			Market Price			Exchange Rate		Amount in USD
	March 31
Year End, FMV		31-December-24			96,250,000			GBP 0.00032			1.25160		38,549
	2025			2024			Change
Period End		30-June-25			96,250,000			GBP 0.00031			1.37320		40,973
Revenues	$	-		$	-		$	-
Unrealized Gain													2,424
Operating expenses		414,762			519,581			(104,819	)
Other (Income) expense		51,164			36,827			14,337
Net profit (loss)		(465,927	)		(556,408	)		(90,481	)
Profit (Loss) per share of common stock		(0.02	)		(0.02	)		-

~~During the first quarter of 2025, the Company continued~~NOTE to operate without revenues. Management continued to keep operating costs to the minimum with a slight decrease when compared to the same period of 2024. The largest reduction resulted from the decision not to carry forward and accumulate leave not taken during 2025, this resulted in a decrease of $90,481 for the quarter as no untaken leave was accrued. A reduction in direct employment was largely offset by an increase in consulting fees as the loss of employees led to the need to contract advice and work. There was a slight increase in the value of the value of the shares held by the Company in Clontarf, but broadly the expenses remained the same with the exception of legal fees required to examine the actions by a third party that had a materially disruptive effect on the Company’s business, increased travel expenses associated with operating in India and business in Turkey. Finally, the Company included amortization expense of $37,446 on its intangible asset that was booked in the financial statements filed on the 2023 Form 10~~-K/A~~ ~~and~~– 2024 Form 10-K but was not recorded in the quarterly financial statements filed for the first quarter of 2024. These latter statements are expected to be refiled once a review has been conducted by the CompanySTOCKHOLDERS’s ~~Auditors.~~EQUITY (DEFICIT)

~~Liquidity~~The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 and ~~Capital~~5,000,000 ~~Resources~~shares of preferred stock with a par value of $0.001.

AsOn June ~~of March 31~~30, 2025, wethere ~~had~~were ~~total current assets~~28,546,834 shares of ~~$664,885~~common ~~and~~stock ~~an accumulated deficit of $8,792,362~~outstanding.

~~Our operating activities used $206,935 in cash for~~During the ~~three~~six months ended ~~March~~June 3130, 2025, ~~while our operations used $292,688 cash in~~ the ~~three months ended March 31, 2024. During the period, the~~ Company ~~has~~issued ~~continued~~no toshares focus attention on the work necessary to complete its pilot plants currently underway in India. Strategically it is considered necessary to complete the pilot plants to enable the Company to move to the next stage of ~~its~~common ~~marketing plan: to demonstrate the system and its extraction economics to potential users~~stock. 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.

4On 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.

~~Our~~On September ~~cash~~23, ~~requirements~~2024, ~~continue~~the Company Board of Directors had agreed to bethe ~~primarily~~issuance ~~for~~of a total of 20,000 newly authorized preferred stock in ~~the~~a ~~manufacture~~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 ~~iTDE~~Company ~~System~~holding ~~pilot~~the ~~plant~~senior management positions of President and CFO, with the ~~purchase~~an ofremaining ten ~~equipment,~~thousand ~~materials~~(10,000) ~~and~~Class ~~operating~~“F” ~~expenses~~Preferred Stock being subscribed for and on behalf of the ~~development~~Board of Directors of the Company ~~pilot~~to ~~plant~~utilize ~~systems,~~as ~~payroll,~~the ~~intellectual~~Board ~~and~~sees ~~other~~fit ~~expenses~~in the best interest of the Company. ~~During~~As ~~fiscal~~at June 30, 2025, ~~provided~~no ~~funding~~funds ishad ~~available,~~been transferred to pay for the said ~~Company~~subscriptions. ~~plans~~As a result, on notice to ~~open~~ ~~new~~the ~~corporate~~subscribers ~~offices~~duly ~~with~~given, the ~~organization~~issuance of anthese ~~initial~~20,000 ~~production~~shares ~~facility~~of ~~set~~Class ~~for~~‘F’ shares ~~fiscal~~of ~~2026~~Preferred ~~based~~Stock onwas ~~the~~revoked ~~results~~for ofnon-payment and the ~~Pilot Plant~~entire ~~trials~~Class “F” Preferred Stock series was cancelled.

~~Historically we have depended on investment from our~~During ~~principal~~the ~~shareholders~~six ~~and~~months ~~their~~ended ~~affiliated~~June ~~companies~~30, to2025, ~~provide us with working capital as required as well as~~ the ~~forbearance~~Company ofissued ~~our employees and consultants to forgo all or part of their contracted salaries. There is~~ no ~~guarantee~~options ~~that~~under ~~such~~the ~~funding~~Company’s or2021 ~~other~~Stock ~~sources of~~Incentive ~~funding~~Plan ~~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~~“Plan”).

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

~~We do not have any off-balance sheet arrangements~~NOTE ~~that~~11 ~~have~~– orSUBSEQUENT 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.EVENTS

~~Seasonality~~There are no Subsequent events to be reported.

~~Our operating results are not affected by seasonality.~~F-14

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

~~The Company has in the past used funding from debt~~Management’s ~~convertible~~Discussion ~~equity~~and asAnalysis ~~its primary source~~ of ~~funding.~~Financial InCondition ~~the~~and ~~event~~Results 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.Operations

~~Critical Accounting Policies~~Overview

~~Our financial statements and accompanying notes have~~The ~~been~~Company ~~prepared~~was inorganized ~~accordance~~on ~~with~~August ~~GAAP. The preparation of these financial statements requires management to make estimates~~13, ~~judgments~~2014, ~~and~~ ~~assumptions~~as ~~that~~a ~~affect~~Nevada ~~reported~~corporation ~~amounts~~under ofChapter ~~assets,~~78 ~~liabilities,~~of ~~revenues, and expenses. We continually evaluate~~ the ~~accounting~~Nevada ~~policies and~~Revised ~~estimates used to prepare financial statements~~Statutes. The ~~estimates are based on historical experience and assumptions believed to be reasonable~~Company’s ~~under~~registered ~~current~~address ~~facts~~is ~~and~~3773 ~~circumstances.~~Howard ~~Actual~~Hughes ~~amounts~~Pkwy ~~and~~STE ~~results~~500S, ~~could~~Las ~~differ~~Vegas, ~~from~~NV, ~~these~~89169, ~~estimates~~USA, ~~made by management. Certain accounting policies that require significant management estimates~~ and ~~assumptions~~its ~~and~~principal ~~are~~office ~~critical~~is tolocated ~~our~~at ~~results~~1980 ~~of operations and financial position.~~Festival ~~Our~~Plaza ~~critical~~Drive, ~~accounting~~Summerlin ~~estimates~~South, ~~are~~300, ~~discussed~~Las inVegas, ~~Note~~NV ~~2 to our unaudited financial statements contained herein~~89135.

~~Item~~The Company 3qualifies -as ~~Quantitative~~an ~~and~~“emerging ~~Qualitative~~growth ~~Disclosures~~company” as defined in the Jumpstart Our Business Startups Act which became law ~~About~~in ~~Market~~April ~~Risk~~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.

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

~~Item~~Since April 427, 2021, the Company has changed its business entirely with the acquisition of intellectual property assets related to a novel membrane-based ~~Controls~~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 ~~Procedures~~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.

~~Disclosure~~The iTDE ofTechnology ~~Controls~~has been shown effective when extracting lithium from brine solutions or mine leach solutions, and ~~Procedures~~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.

~~The~~Currently, the ~~Company~~primary ~~maintains~~focus ~~disclosure~~of ~~controls~~the ~~and~~business ~~procedures that~~is ~~are~~on ~~designed~~completion toof ~~ensure~~the ~~that~~first ~~information~~of ~~required~~two topilot beplants ~~disclosed~~embodying in the ~~Company’s~~iTDE ~~reports~~Technology ~~filed~~system ~~under~~that ~~the~~will ~~Securities Exchange~~enable ~~Act~~the demonstration of ~~1934,~~the asextraction ~~amended,~~system isfor ~~recorded,~~the ~~processed,~~extraction ~~summarized~~of ~~and~~lithium, ~~reported~~calcium, ~~within~~magnesium, ~~the~~boron, ~~time~~and ~~periods~~certain ~~specified~~other inelements. ~~the~~The first ~~SEC’s~~system ~~rules~~will ~~and forms.~~provide ~~Such~~greater ~~information~~flexibility isto ~~accumulated~~optimize and ~~communicated~~extend to the ~~Company’s~~reach ~~management,~~of ~~including~~ the ~~Company’s~~process, ~~chief~~allowing ~~executive officer~~for ~~(who~~replacement isof ~~the~~sensor ~~Company’s principal executive officer)~~ systems and ~~the~~variation ~~Company’s~~of ~~President~~process ~~(who~~parameters. It is ~~the~~anticipated ~~Company’s~~that ~~chief~~this ~~operating officer)~~pilot asplant ~~well~~will asnot ~~its~~only ~~Financial~~demonstrate ~~Officer (~~the ~~Company’s~~system ~~principal~~and ~~financial~~its ~~officer)~~ability to ~~allow for timely decisions regarding required~~ ~~disclosure.~~target Atlithium ~~present~~using ~~one~~naturally ~~person~~occurring ~~combines~~brines ~~the~~and ~~roles~~liquors (solutions of ~~President~~crushed ~~and~~ores) ~~Chief~~but ~~Financial~~also ~~Officer.~~provide Ina ~~designing~~platform ~~and~~to ~~evaluating~~optimize the ~~Company’s~~extraction ~~disclosure~~process ~~controls~~ and ~~procedures,~~extend the ~~Company’s~~extraction ~~management~~to ~~recognizes~~other ~~that~~elements. ~~any~~The ~~controls~~first ~~and~~pilot ~~procedures,~~plant nowill ~~matter~~enable ~~how well designed and operated, can provide only reasonable assurance of achieving~~ the ~~desired control objectives. The~~ Company’s ~~management is required~~ to ~~apply~~establish ~~its~~the ~~judgment~~percentage inlevel of ~~evaluating~~extraction including the ~~cost-benefit~~purity ~~relationship~~ of ~~possible~~the ~~controls~~extracted elements and ~~procedures.~~the ~~The~~chemical ~~ineffectiveness~~form of the ~~Company’s disclosure~~extracted ~~controls~~elements. ~~and~~This ~~procedures~~will ~~was~~give ~~due~~a toclear indication ~~material~~of ~~weaknesses~~the ~~identified~~economics inof the ~~Company’s internal control over financial reporting, described below~~process.

5A 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.

~~Management’s~~The Company ~~Report~~believes onit ~~Internal~~has ~~Control~~the ~~over~~ability of the system to scale up due to its modular configuration: adding more units increases the extraction ~~Financial~~potential. ~~Reporting~~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.

~~Management~~ It is ~~responsible~~important for ~~establishing~~the ~~and~~commercialization ~~maintaining adequate~~process ~~internal~~that ~~control over~~ the Company’s ~~financial~~have ~~reporting.~~access Toto ~~evaluate~~material to process (“feedstock”) since the process ~~effectiveness~~will ofusually ~~internal~~be ~~control~~particularly ~~over~~adapted ~~financial reporting~~to suit a particular feedstock. On March 27, as2023, ~~required~~the byCompany ~~Section~~signed ~~404~~a ofPartnership Agreement with the ~~Sarbanes-Oxley~~UK ~~Act~~AIM oflisted ~~2002.~~company ~~Our~~Clontarf ~~management,~~Energy plc (“Clontarf”) in accordance with which the ~~participation~~partners would pursue together the possibility of using the Company’s ~~principal~~ ~~executive~~iTDE ~~officer~~Technology to extract lithium and ~~principal~~other ~~financial~~materials ~~officer~~from ~~has~~feed-stock ~~conducted~~brines anin ~~assessment,~~Bolivia. On ~~including~~behalf ~~testing~~of the partners, ~~using~~Clontarf ~~the~~submitted ~~criteria~~a inbid ~~Internal Control~~to -the ~~Integrated~~“Pública ~~Framework,~~Nacional ~~issued~~Estratégica byYacimientos de Litio Bolivianos” (the ~~Committee~~‘National ofStrategic ~~Sponsoring~~Public ~~Organizations~~Company of ~~the~~Bolivian ~~Treadway~~Lithium ~~Commission~~Deposits’ (or “~~COSO~~YLB”) in the Call for Bids (~~2013~~“convocatoria”). ~~Our~~for ~~system~~the ofseven ~~internal~~priority ~~control~~salares ~~over~~(salt ~~financial~~pans) ~~reporting~~in isSouthern ~~designed~~Bolivia. toSince ~~provide~~fiscal ~~reasonable~~2023, ~~assurance~~the ~~regarding~~Clontarf ~~the~~bid ~~reliability~~has ofmade ~~financial reporting~~progress ~~and~~through the ~~preparation~~bidding process ofwhich ~~financial~~consists ~~statements~~of ~~for~~five ~~external~~phases. ~~purposes~~Given inthe ~~accordance~~extended ~~with~~time ~~generally~~and ~~accepted~~uncertainty ~~accounting principles. Because~~ of ~~its~~winning ~~inherent~~the ~~limitations~~convocatoria, ~~internal~~the ~~control~~Company ~~over~~has ~~financial~~begun ~~reporting~~to explore ~~may~~alternative ~~not~~sources ~~prevent~~of orfeed-stock ~~detect~~with ~~misstatements.~~commercial ~~This~~potential ~~assessment included~~in ~~review~~particular ofin the ~~documentation~~US ofwhere ~~controls,~~environmental ~~evaluation~~considerations ofand ~~the~~clean-up are ~~design~~paramount ~~effectiveness~~and ofwhere ~~controls,~~the ~~testing~~Company’s oftechnology ~~the~~may ~~operating~~open ~~effectiveness of~~access ~~controls~~to ~~and~~domestic asources ~~conclusion~~of onstrategic ~~this evaluation~~materials.

~~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.~~3

~~Changes~~The Company inhas ~~Internal~~been ~~Control~~focusing ~~Over~~on ~~Financial~~additional ~~Reporting~~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.

~~Principal financial controls are managed by the Company’s~~Results ~~controller who maintains the accounts under the supervision~~ of the President and Financial Officer. At present the Company still relies on advances by officers and employees using their own means of payment to fund the Company, these are then repaid (or accumulated as debt) against an accounting of such expenses. The Company plans to issue its own means of payment in the future that would improve efficiency and transparency. The Company changed its bankers during the third quarter 2023. While we believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any Company have been detected, the Company continues to improve its control environment with a view to establishing an effective control environment and to satisfying the Company auditors of the same.Operations

6The following table summarizes the results of our operations during the three months ended June 30, 2025, and 2024, respectively:

PART II

	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	)		-

~~OTHER~~During the ~~INFORMATION~~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.

~~Item~~Following efforts 1during -fiscal ~~Legal~~2024 ~~Proceedings~~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.

~~On April 26, 2024, Judge Elizabeth Leonard of the~~Another ~~Midland~~significant ~~County~~decline ~~District Court~~ in ~~Midland,~~expenses ~~Texas~~was (the ~~“Court”)~~reduction ~~entered~~of ~~a Third Turnover Order (the “Turnover Order”). The Turnover Order required the NEXT-ChemX Corporation (the “Company”)~~$84,023 ain ~~Nevada~~payments ~~public corporation,~~ to ~~turn~~Contractors ~~over~~and ~~15,866,096 of~~consultants ~~its~~with ~~common~~overall ~~shares~~payments toreducing from ~~Glenn A. Little~~$144,325 in the ~~manager~~second ~~and~~quarter ~~sole owner~~ of ~~Sparkie~~2024 ~~Properties LLC (“Sparkie”), plaintiff in a lawsuit~~ to ~~recover~~ $~~887~~60,~~500.02~~302 ~~(as~~during ~~of March 30, 2025, net accrued and running interest, collection costs, and late payment penalties) in principal (~~the ~~“Loan”)~~same ~~previously~~3-month ~~loaned~~period toof ~~NextMetals, Limited, a Gibraltar company (“NextMetals”)~~2025. ~~The~~This ~~loan~~ was ~~documented and underwritten through a series of promissory notes (~~the ~~“Notes)~~result ~~issued by NextMetals. Three~~ of ~~these~~no ~~Notes~~payment ~~were~~made ~~guaranteed~~to byMonarch ~~Benton~~Innovation ~~Wilcoxon~~($78,525 ~~who~~in ~~was,~~Q2 ~~at the time of these advances, an officer and director if NextMetals~~2024).

The following ~~securities~~table ~~referenced~~summarizes in the ~~foregoing~~results ~~Turnover Order~~of ~~were~~our ~~registered~~operations toduring ~~a corporation with~~ the ~~same~~six ~~name~~months asended ~~the~~June ~~Company~~30, ~~but which business was registered in Texas. The Turnover Order provided for this transfer of shares to Sparkie Properties LLC~~2025, aand ~~Delaware limited liability company managed by Glenn Little~~2024, ~~who was also appointed by Judge Leonard’s improvident order to be the receiver of the aforementioned privately held Texas corporation.~~respectively:

This decree was entered, despite the fact that neither the privately held Texas corporation holding shares in the public company (also registered as NEXT-ChemX Corporation, but in Nevada, not Texas) nor the Company itself was ever named as a defendant in Sparkie’s petition for recovery of its loans, served process in the underlying litigation, nor involved in the lawsuit giving rise to the Midland Court’s Turnover decree. The Turnover Order arose from litigation in the cause entitled as Sparkie Properties L.L.C. v. NextMetals Limited and Benton Wilcoxon, CV 58242, In the District Court of Midland County, Texas, 238th Judicial District. The shares of the Company owned by NEXT-ChemX Corporation, the privately held Texas corporation, were alleged, erroneously, to belong to NextMetals Limited, a defendant in the litigation, rather than the aforementioned closely held Texas private company.

	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	)		-

NextMetals Limited, a Gibraltar corporate defendant in the litigation that gave rise to the Turnover Order, owned shares in the closely held Texas private company, NEXT-ChemX Corporation. However, the Turnover Order issued by Judge Elizabeth Leonard of the Midland County District Court ordered the immediate seizure and turn over of shares in the Nevada pubic company belonging to NEXT-ChemX Corporation, the Texas entity.4

The net ~~similarity~~loss ofincurred ~~names~~during ~~between~~ the ~~Nevada~~six ~~public company~~month ~~and~~period ~~the~~ending ~~private~~June ~~Texas~~30, ~~corporation~~2025, ~~came~~of ~~about in 2021~~$921,565 ~~when~~was broadly the ~~Company~~same ~~changed~~as ~~its~~that ~~business~~incurred ~~model~~during ~~and adopted~~ the ~~name~~same period of ~~its principal~~2024: ~~shareholder~~$939,787. ~~This~~One issenior ~~because~~employee ~~the~~resigned ~~privately~~in ~~held~~early ~~Texas~~2024 ~~corporation~~to ~~contributed~~be ~~the~~rehired ~~technology~~part ~~currently~~time ~~exploited~~as ~~by the Company in exchange for~~ a ~~controlling~~part ~~number~~time ofconsultant, ~~shares.~~reducing ~~These material facts were ignored~~ expense by ~~the Court; moreover~~$12,000 ~~when~~per the ~~private~~quarter, ~~Texas~~however, ~~company whose~~this ~~assets~~reduction ~~were~~was ~~under~~offset ~~threat~~by ofa ~~forfeiture~~senior ~~approached~~Director ~~the~~and ~~Court~~Officer towho betransferred ~~heard,~~from ~~the~~working ~~judge~~as ~~refused to schedule~~ a ~~hearing. The Texas private~~consultant ~~corporation’s~~to ~~due~~becoming ~~process~~an ~~rights~~employee ~~were~~necessitating ~~further~~the ~~violated~~payment ~~when~~of ~~Judge~~additional ~~Leonard~~taxes ~~entered~~of a$13,018. ~~judgment~~The ~~damaging~~removal ~~both~~of the ~~private~~carry ~~Texas~~forward ~~corporation and~~of ~~the~~leave ~~Nevada~~benefit ~~public~~for employees ~~Company,~~and ~~thereby~~full-time ~~effectively~~consultants ~~depriving~~saved ~~the Texas company of its major asset~~$41,359.

~~The~~There was ~~Turnover~~an ~~Order~~overall isdecline ~~not~~during athe ~~final~~period ~~order~~in intellectual property expense offset by an increase in other legal expense with an net increase of $36,212 asin itoverall islegal expense, however, overall payments to consultants and contractors declined by $96,826 when comparing the ~~currently~~first onsix ~~appeal~~months of 2024 with the ~~Texas~~same ~~Court~~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 ~~Appeals~~existing ~~for~~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 ~~11th~~middle ~~District~~east as well as internally in ~~Eastland~~the US and this necessitated an increase in insurance expense of $10,410 ~~Texas~~with the need to insure a senior Officer for annual travel.

~~When the Company received notice from its transfer~~Liquidity ~~agent, Empire Stock Transfer Inc. (“Empire”) of Henderson, Nevada, that, irrespective of the ongoing appeal of the Turnover Order~~ and ~~the~~Capital fact that the shares covered by the Turnover Order were not the property of Sparkie Properties, LLC, Empire nevertheless advised the Company that it intended to and did issue the shares described in the Turnover Order. The Company immediately terminated Empire as its transfer agent due to its failure to communicate effectively and timely with the Company and Empire’s refusal to recognize the fact that that Judge Leonard’s Turnover Order was not a final decree because of the appeal filed in the Texas Court of Appeals by Defendants Wilcoxon and NextMetals, Ltd. The termination of Empire as the Company’s transfer agent was undertaken via email and written correspondence delivered on May 23, 2024. Empire received the termination notification from the Company, as it acknowledged the receipt of its dismissal in a confirming electronic mail. During the summer of 2024, the Texas private company transferred all of its shareholdings in the Company to a company bearing the same name and registered in Delaware. NEXT-ChemX Corporation of Delaware currently holds these shares.Resources

~~Although Empire no longer represented NEXT-ChemX Corporation,~~As ~~the~~of ~~Nevada~~June ~~public company~~30, ~~Empire~~2025, ~~without~~we ~~any~~had ~~legal~~total ~~authority~~current orassets ~~authorization,~~of ~~cancelled the shares owned by NEXT-ChemX Corporation~~$698, ~~currently~~055 ~~the closely held Delaware corporation,~~ and ~~issued~~an ~~new~~accumulated ~~certificates~~deficit ~~representing 15,866,096 common shares purportedly in the public company. These securities were divided into two certificates, both~~ of ~~which were issued to and in the name of Glenn A. Little~~$9, ~~as Director and Receiver of NEXT-ChemX Corporation~~248, ~~the now defunct Texas corporation,~~001. The Company does not recognize either the right of Empire to issue these certificates against the direct and specific written instructions of the Company nor the ownership of the certificates by Mr. Little.

7Our 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.

~~Item~~Our cash 1Arequirements –continue ~~Risk~~to ~~Factors~~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.

~~Not~~Historically we ~~applicable~~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.

~~Item 2 - Sales of Unregistered Equity Securities~~Off ~~and~~Balance ~~Use~~Sheet ~~of Proceeds~~Arrangements

~~None~~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.

~~Item 3 - Defaults upon Senior Securities~~Seasonality

~~None~~Our operating results are not affected by seasonality.

~~Item 4 - Mine Safety Disclosures~~Inflation

~~Not~~The Company ~~applicable~~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.

~~Item~~ 5 ~~- Other Information~~

~~None~~Critical Accounting Policies

~~ITEM~~Our financial 6statements and accompanying notes have been prepared in accordance with GAAP and all amounts recorded throughout this Report are stated in US dollars. ~~EXHIBITS~~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.

~~The~~Item 3 ~~following~~- ~~exhibits~~Quantitative ~~are~~and ~~filed~~Qualitative asDisclosures ~~part~~About ofMarket ~~this report or incorporated by reference:~~Risk

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.

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 ~~Filed~~- ~~herewith~~Controls and Procedures

**Disclosure of ~~Furnished~~Controls ~~herewith~~and Procedures

8The 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.

~~SIGNATURES~~Management’s Report on Internal Control over Financial Reporting

InManagement is ~~accordance~~responsible ~~with~~for ~~Section~~establishing 13and maintaining adequate internal control over the Company’s financial reporting. To evaluate the oreffectiveness ~~15(d)~~of internal control over financial reporting, as required by Section 404 of the ~~Exchange~~Sarbanes-Oxley Act of 2002. Our management, with the ~~registrant~~participation ~~caused~~of ~~this~~the ~~report~~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 beprovide reasonable ~~signed~~assurance onregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its ~~behalf~~inherent bylimitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the ~~undersigned~~documentation of controls, ~~thereunto~~evaluation ~~duly~~of ~~authorized~~the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

Date: May 19, 2025	NEXT-ChemX Corporation
	By:	/s/ Benton Wilcoxon
		Benton Wilcoxon
		Chief Executive Officer
		(Principal Executive Officer)

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.

9Changes 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)

Filing Compare · NEXT-ChemX Corporation.