CHMX 10-Q
NEXT-ChemX Corporation. (CHMX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended:
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
Commission
File Number:
(Exact Name of Registrant as Specified in Its Charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices, Zip Code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of each of the issuer’s classes of common stock, as of August 16, 2024 is as follows:
| Class of Securities | Shares Outstanding | |
| Common Stock, $ par value |
NEXT-ChemX Corporation
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2024
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | F-3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 5 |
| Item 4. | Controls and Procedures | 6 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 7 |
| Item 1A. | Risk Factors | 7 |
| Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 7 |
| Item 3. | Defaults Upon Senior Securities | 7 |
| Item 4. | Mine Safety Disclosures | 7 |
| Item 5. | Other Information | 7 |
| Item 6. | Exhibits | 8 |
| Signatures | 9 | |
| 2 |
NEXT-CHEMX CORPORATION
INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
Table of Contents
| F-1 |
PART I
FINANCIAL INFORMATION
Important Notice: Deficient Report
The financial statements that form part of the present Quarterly Report on Form 10-Q for the period covering the second quarter of 2024 (the “2024 10-Q”) have not been reviewed by a registered public accounting firm. This filing must therefore be considered as substantially deficient. On May 3, 2024, the Company was made aware that its auditor, BF Borgers CPA PC, had been denied the privilege of appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. The Company has appointed a new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates”) to replace BF Borgers. However, due to a vastly increased workload as well as the necessity of reauditing the 2023 Annual Report filed on Form 10-K (the “2023 10-K”), Fruci & Associates has been unable to complete the review of either the present 2024 10-Q or the previous 10-Q filed for the first quarter of 2024 on July 15, 2024, as required. The present deficiency is entirely due to circumstances beyond the control of the Company.
The Company has no reason to believe that either this present 2024 10-Q or any of the previously issued financial statements cannot be relied upon because of an error in the statements. The Company has appointed and continues to work with Fruci & Associates to carry out the audit and reviews and will make every effort to support Fruci & Associates in reauditing the 2023 10-K and refiling the previous 10-Q filing for the first quarter of 2024 and this present 2024 10-Q for the second quarter following the required reviews as soon as possible.
| F-2 |
ITEM 1. FINANCIAL STATEMENTS.
NEXT-ChemX Corporation
Condensed Balance Sheets
(Unaudited)
(Not Reviewed)
not reviewed June 30, | not reviewed December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Financial Assets | ||||||||
| Prepaid expense and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible asset, net | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Other Current Liabilities | ||||||||
| Loan payable | ||||||||
| Due to related party | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities: | ||||||||
| Notes payable | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Stockholders’ Equity (Deficit): | ||||||||
Preferred stock, $ par value, shares authorized; Series A issued and outstanding as of June 30, 2024 | ||||||||
| Common stock, $ par value, shares authorized, issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | |||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-3 |
NEXT-ChemX Corporation
Condensed Statements of Operations
(Unaudited)
(Not Reviewed)
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
not reviewed 2024 | not reviewed 2023 | not reviewed 2024 | not reviewed 2023 | |||||||||||||
| Revenues | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net other Income (expense) | ) | ( | ) | ) | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) per common share: Basic and diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding: Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-4 |
NEXT-ChemX Corporation
Condensed Statement of Changes in Stockholders’ Equity (Deficit)
(Unaudited)
(Not Reviewed)
For the Three and Six Months Ended June 30, 2024
Preferred Stocks | Common Stock | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of Preferred Stocks | $ | |||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the three and Six Months Ended June 30, 2023
| Common Stock | Additional Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock Issuances to 3rd Party | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Balance March 31, 2023 | ( | ) | ||||||||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
NEXT-ChemX Corporation
Condensed Statements of Cash Flows
(Unaudited)
(Not Reviewed)
| For the six months ended | ||||||||
| June 30, | ||||||||
2024 not reviewed | 2023 not reviewed | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income(loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Other income received in form Shares of Stocks | ( | ) | ||||||
| Consultant commission paid in third party stock | ||||||||
| Unrealized gain on trading securities | ( | ) | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Related Party Advances | ||||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| 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 | ||||||||
| Net proceeds from loan payable | ||||||||
| Repayment of notes payable | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of year | ||||||||
| Cash, end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Cash paid during the period for: | ||||||||
| Income tax | $ | $ | ||||||
| Interest | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Conversion of loan, interest and debt to convertible note | $ | $ | ||||||
| Issuance of Preferred Stocks against Indebtedness | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-6 |
NEXT-ChemX Corporation
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
June 30, 2024
not reviewed
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (the “Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014, and has adopted a December 31 fiscal year end. The Company trades on the OTC market (Pink Sheet) under the symbol “CHMX”. On December 23, 2021, the Company filed SEC Form 8 A12G becoming a mandatory filer and has since complied with all reporting requirements of the Securities Exchange Commission as a reporting issuer.
Since April 2021, following a complete change of the Company’s shareholders, management, assets and strategy, the business of the Company became the commercialization of a novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”) as further described in Note 5 below. The iTDE Technology is embodied in certain patents and patent applications as well as proprietary knowledge.
The primary focus of the Company is the commercial launch of its iTDE Technology in a scalable system and cost-effective system that may be deployed remotely to customer locations. The Company’s technology, when fully tested and implemented, is expected to enable the commercial extraction of lithium from natural brines and geothermal sources as well as liquors from leached mined ore solutions. In addition, since the first quarter of 2024, management began to focus on developing two or three other targeted systems for the mining of metals as well as water treatment systems and recycling.
Potential future commercial applications for the iTDE Technology include, but are not limited to:
| ● | Extracting Fatty Acids from Vegetable Oils for More Economical Refining; | |
| ● | Extracting of Radioactive Ions from Nuclear Plant Stored Water; | |
| ● | Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings; and | |
| ● | Desalination of Sea Water, by Extracting Ions for Water Purification |
During the first six months of 2024, the Company has continued to manage the construction of the first of two pilot plant systems that will form the basis of its ongoing commercialization efforts by demonstrating the scalability of the system for commercial purposes. This will be done by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capabilities commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium.
The smaller system was designed to facilitate work on refinement of the basic iTDE system by enabling changes to sensor types and positions as well as adaptations to its other relevant systems. It is expected this will contribute to improvements in efficiency and assist in the modelling of the process for commercial implementation, enabling changes that will reduce the cost and improve the economics of the process. The inherent flexibility of the design also allows the Company to conduct its research into the extraction of other elements thereby exploring the commercial viability of the extraction of other elements.
The first system is undergoing trials. The trials and tests should continue into the third quarter 2024 and it is estimated that testing of customer brines should begin late in the third quarter 2024.
The Company will run the first extraction tests on brine solutions mixed with controlled defined quantities of single elements followed by controlled mixtures that will finally approximate the naturally occurring brines of potential customers. The Company has already received small brine samples from Clontarf Energy plc (“Clontarf”), a UK AIM listed company with whom the Company concluded an agreement to iTDE Technology in Bolivia through a jointly established commercial venture. The composition of these brines will be the basis for modeling these controlled samples. This initial calibration of the system will be done by making synthetic brines based upon analytical data received from the Bolivian State Lithium Company and should provide a basis for better testing with actual brines. We expect large container sized samples of actual brines to arrive in India in or about November of 2024 for testing in our pilot plant system.
| F-7 |
We have also engaged with another Indian company to test the effectiveness of their nano-filtration system to use in front of our pilot plant system to remove significant amounts of divalent ions, such as magnesium and calcium, without the use of any chemicals. This may make our complete system more economical in challenging remote areas such as our project with Clontarf in Bolivia.
Due to a lack of funding, the Company has scaled back its intellectual property protection strategy in the near term.
NOTE 2 – GOING CONCERN
The
Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $
From
the anticipated receipts of any financing, the Company must discharge outstanding payables of $
The
Company will need to raise an estimated $
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or the private placement of common stock. There can be no assurances that management’s plans will be successful.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be viewed in conjunction with the audited financial statements of the Company for the year ended December 31, 2023.
| F-8 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could and likely will differ from those estimates.
Intangible asset
The
iTDE Technology is classified as an indefinite intangible asset by the Company based on it being a fundamental stem technology that has
applications in numerous fields and that is anticipated to give rise to other applications and techniques. As a result, no amortization
has been recorded against the asset which remains at its October 1, 2021, value of $
Revenue Recognition
The Company utilizes a five-step process when assessing the recognition of revenue from contractual obligations.
| (i) | Identification of the type and binding nature of the contract as well as an identification and assessment of the goods and services undertaken with specific reference to the intangible nature of the intellectual property rights sold; | |
| (ii) | Identification of specific performance obligations within the overall contract that are distinct. | |
| (iii) | Determination of the specific price or value of the specific performance obligation. | |
| (iv) | Allocation of the transaction price or value of a specific performance obligation; and | |
| (v) | Determination of the moment the obligation undertaken is delivered or performance is satisfied. |
NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS
Prepaid
expenses and other current assets amounted to $
NOTE 5 – PRINCIPAL ASSET (iTDE TECHNOLOGY)
The
Company’s principal asset is the certain indefinite intangible intellectual property, comprising specifically certain patents and
patent applications along with the existing and developing knowhow, relating to a novel extraction process proven capable of removing
ions from solution using hollow fiber membranes (the “Extraction Technology”). The technology represents, in the opinion
of management, an entirely novel approach to the process of extraction of ions that is anticipated to be cheaper, more efficient, and
less damaging to the environment. Following an assessment of the Extraction Technology conducted at the end of Q3, 2021, it was determined
that the Extraction Technology had an indefinite useful life. The said indefinite, intangible asset will not be amortized; however, the
value of the Asset will be examined for impairment periodically in accordance with ASC 350. On June 30, 2024, Extraction Technology is
valued on the balance sheet at $
| F-9 |
NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of June 30, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of as follows:
| June 30, | December 31 | |||||||
| 2024 | 2023 | |||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued payroll | ||||||||
| Accrued interest | ||||||||
| Total | $ | $ | ||||||
As
on June 30, 2024, the Company owed a total of $
| Third Quarter 2024 | $ | |||
| Fourth Quarter 2024 | $ | |||
| 2025 | $ |
On
February 29, 2024, the Company concluded a total of seven agreements with its senior employees, consultants, and third-party professionals
and with one former employee that resigned in January 2024.
The
agreements further provide for each signatory with the Company to convert all or a portion of the Indebtedness and Penalty Interest to
shares of common stock of the Company at any time at the lower of
Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Execution Date.
These agreements shall only enter into force on the first date following February 29, 2024 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before October 30, 2024, the agreements all become void, the original deadline having been extended by agreement.
| F-10 |
As at June 30, 2024 none of these agreements had entered into force.
NOTE 7 – CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS
During
the six months ended June 30, 2024, the Company issued
Series F convertible notes with aggregate amount of $
As
of June 30, 2024, the Company had eleven outstanding loans with an aggregate value of $
During
the six months ended June 30, 2024, the Company recognized interest expense on its loans and convertible notes of $
NOTE 8 – RELATED PARTY TRANSACTIONS
The Company continues to rely on advances from related parties in support of its operations and cash requirements are expected to continue until such time as the Company can support itself or attain adequate financing through sales of equity or debt financing. Most of this support took the form of the nonpayment of all or a portion of salary payments to senior Directors, Officers, consultants, and employees, effectively constituting a deferred debt payment to such persons.
As
of June 30, 2024, Directors, Officers and employees, including full time consultants, were owed a total of $
On May 29, 2024, the Company issued a total of newly authorized preferred stock in a newly created class identified as Class “A” Preferred Stock to John Michael Johnson, a director of the Company holding the senior management positions of President and CFO.
NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)
The Company is authorized to issue shares of common stock with a par value of $ and shares of preferred stock with a par value of $.
On June 30, 2024, there were shares of common stock outstanding.
During the six months ended June 30, 2024, the Company issued shares of common stock.
On May 29, 2024 the Company Board of Directors issued a total of newly authorized preferred stock in a class identified as Class “A” Preferred Stock. Ten thousand () Class “A” Preferred Stock was issued in the name of John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, and an additional ten thousand () Class “A” Preferred Stock was issued to the Board of Directors of the Company to utilize as the Board sees fit in the best interest of the Company.
During the six months ended June 30, 2024, the Company issued options under the Company’s 2021 Stock Incentive Plan (the “Plan”).
During the six months ended June 30, 2024, the Company issued convertible debt exchangeable into shares of common stock.
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and has determined that there have been no such events that have occurred that would require reporting or adjustments to our disclosures.
| F-11 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Caution Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Overview
The Company was organized on August 13, 2014, as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes. The Company’s registered address is 3773 Howard Hughes Pkwy STE 500S, Las Vegas, NV, 89169, USA, and its principal office is located at 1980 Festival Plaza Drive, Summerlin South, 300, Las Vegas, NV 89135.
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011, and has less than $1 billion of total annual gross revenues during last completed fiscal year.
Overview of the Business
Since April 27, 2021, the Company has changed its business entirely with the acquisition of intellectual property assets related to a novel membrane-based ion extraction process (“iTDE Technology”), which is able to extract ions exiting in low concentrations from liquid solutions. The iTDE Technology is now being used in laboratory pilot testing to enable the Company to produce its first commercial prototypes using the novel the Extraction method. The iTDE Technology allows for the removal of ions from solution: without concentration by evaporation (significantly preserving the water resources); without pressure or additional heating (reducing energy costs); and targets the specific ions to be extracted (reducing the need for further operations and increasing the potential for the sale of other ions present in the solution). Because of the reduced interference with the environment, the lower energy costs, and the lack of a need for large evaporation ponds, management considers the iTDE Technology to be more environmentally friendly and sustainable when compared to alternatives.
| 3 |
The iTDE Technology has been shown effective when extracting lithium from brine solutions or mine leach solutions, and to have significant potential in the following applications: extracting fatty acids from vegetable oils as a superior refining process; extracting glycerides from biodiesel as a superior purification process; extracting radioactive ions from nuclear waste waters; extracting specific metal ions from mine leach solutions and waste effluents; and to remove salts from seawater for desalination, among other things.
Currently, the primary focus of the business is on completion of the first of two pilot plants embodying the iTDE Technology system that will enable the demonstration of the extraction system for the extraction of lithium, calcium, magnesium, boron, and certain other elements. The first system will provide greater flexibility to optimize and extend the reach of the process, allowing for replacement of sensor systems and variation of process parameters. It is anticipated that this pilot plant will not only demonstrate the system and its ability to target lithium using naturally occurring brines and liquors (solutions of crushed ores), but also provide a platform to optimize the extraction process and extend the extraction to other elements. The first pilot plant will enable the Company to establish the percentage level of extraction including the purity of the extracted elements and the chemical form of the extracted elements. This will give a clear indication of the economics of the process.
A second pilot plant system is planned that will draw on the experience gained from operation of the first pilot plant to improve the current design enabling higher throughputs and a better processing ability for marketing purposes.
The Company believes it has the ability of the system to scale up due to its modular configuration: adding more units increases the extraction potential. It is anticipated following successful completion and trial and calibration of the iTDE System pilot plant, the Company will launch the commercial testing and deployment of its system that will enable the commercial deployment of the system.
Results of Operations
The following table summarizes the results of our operations during the six months ended June 30, 2024, and 2023, respectively:
| Six Months Ended | ||||||||||||
| June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Operating expenses | 844,426 | 1,018,225 | (173,799 | ) | ||||||||
| Other (Income) expense | 20,470 | (162,529 | ) | (182,999 | ) | |||||||
| Net profit (loss) | (864,896 | ) | (855,696 | ) | (9,200 | ) | ||||||
| Profit (Loss) per share of common stock | (0.03 | ) | (0.03 | ) | - | |||||||
Expenses for the first quarter of 2024 were $518,963 as compared to $345,9331 for the second quarter of 2024 a reduction of $173.030. As a result, the six months ending June 30 net loss was remained virtually unchanged when compared to the same period of 2023. The decrease in Operating expenses between the first and second quarters of 2024 was the result of gains $60,589 on the shares of Clontarf owned by the Company, interest income on the loan to a third-party company as well as a general decrease in expenses of $54,015 resulting from a reduction in most of the operating expenses, travel and general.
During the second quarter of 2024, the Company booked interest payments of $41,359 on the indebtedness of long-standing unpaid salaries to senior employees leading to an increase in employee benefits.
Liquidity and Capital Resources
As of June 30, 2024, we had total current assets of $616,875 and an accumulated deficit of $6,918,859.
| 4 |
Our operating activities used $861,765 in cash for the six months ended June 30, 2024, while our operations used $169,669 cash in the six months ended June 30, 2023. During the period, the Company has focused attention on the work necessary to complete the pilot plants. Strategically it was considered necessary to complete the pilot plants to enable the Company to move to the next stage of its marketing plan: to demonstrate the system and its extraction economics to potential users. The Company currently has several companies interested in evaluating the system using their brines and these tests will consume a considerable amount of time once the pilot plants are ready to process. Management considers it preferable to focus on this work, and this has led to an overall reduction in expenses prior to reengaging in other activities.
Our cash requirements continue to be primarily for the manufacture of the iTDE System pilot plant with the purchase of equipment, materials and operating expenses for the development of pilot plant systems, payroll, intellectual and other expenses. During fiscal 2024 the Company plans to open new corporate offices and commence the organization of its initial production facility based on the results of the Pilot Plant trials.
Historically we have depended on investment from our principal shareholders and their affiliated companies to provide us with working capital as required as well as the forbearance of our employees and consultants to forgo all or part of their contracted salaries. There is no guarantee that such funding or other sources of funding will be available when required and there can be no assurance that our stockholders and employees, or any of them, will continue making loans or advances to us in the future.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.
Seasonality
Our operating results are not affected by seasonality.
Inflation
The Company has in the past used funding from debt convertible equity as its primary source of funding. In the event of a high inflationary environment, this method of funding may become more expensive and may be less readily available. Our core business and operating results are not affected in any material way by inflation.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and assumptions and are critical to our results of operations and financial position. Our critical accounting estimates are discussed in Note 2 to our unaudited financial statements contained herein.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
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Item 4 - Controls and Procedures
Disclosure of Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Such information is accumulated and communicated to the Company’s management, including the Company’s chief executive officer (who is the Company’s principal executive officer) and the Company’s President (who is the Company’s chief operating officer) as well as its Financial Officer (the Company’s principal financial officer) to allow for timely decisions regarding required disclosure. At present one person combines the roles of President and Chief Financial Officer. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company’s disclosure controls and procedures was due to material weaknesses identified in the Company’s internal control over financial reporting, described below.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. To evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company’s principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
Based on this evaluation, the Company’s management concluded its internal control over financial reporting, while significantly improved, was still not effective as of June 30, 2024.
Changes in Internal Control Over Financial Reporting
Principal financial controls are managed by the Company’s controller who maintains the accounts under the supervision of the Chief Financial Officer. At present the Company still relies on advances by officers and employees using their own means of payment to fund the Company, these are then repaid (or accumulated as debt) against an accounting of such expenses. The Company plans to issue its own means of payment in the future that would improve efficiency and transparency. The Company changed its bankers during the course of the third quarter 2023. While we believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any Company have been detected, the Company continues to improve its control environment with a view to establishing an effective control environment and to satisfying the Company auditors of the same.
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PART II
OTHER INFORMATION
Item 1 - Legal Proceedings
On April 26, 2024, Judge Elizabeth Leonard of the Midland County District Court in Midland, Texas entered a Third Turnover Order (the “Turnover Order”) requiring the Company to turn over 15,866,096 of its common shares, registered to a corporation with the same name as the Company (NEXT-ChemX Corporation) but registered in a different jurisdiction. Although the several Turnover Orders provided for the transfer of shares to Sparkie Properties L.L.C. (“Sparkie”) that is managed by Glenn A. Little, who was also appointed receiver of the privately held Texas corporation that owned the shares in the Nevada public company. The Third Turnover Order provided that the shares be turned over to “NEXT-ChemX Corporation”, a Texas corporation, Glenn A. Little, as Director and Receiver”.
This decree was issued, even though neither the privately held shareholder in the Company with the same name of NEXT-ChemX Corporation but chartered in Texas, nor the Company itself was ever involved in the underlying lawsuit giving rise to said decree. The order arose from litigation in Sparkie Properties L.L.C. v. NextMetals Limited and Benton Wilcoxon, CV 58242, In the District Court of Midland County, Texas, 238thJudicial 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 actual equity owner of the shares, to wit, the aforementioned closely held private company.
In fact, NextMetals Limited, a Gibraltar corporation defendant in the litigation owns shares in the closely held private company, NEXT-ChemX Corporation. Irrespective of that fact, Judge Leonard’s erroneous order mandated the seizure and transfer of the private Texas Company’s assets, which were shares in the Nevada public company, and not the stock in the private Texas company, which shares the same name as the Nevada public corporation.
The similarity of names between the Company and the private Texas corporation came about in 2021. At that time, the Company changed its business model and adopted the name of its principal shareholder that contributed the technology currently exploited by the Company. In exchange for an assignment of these novel and potentially disruptive technologies, the private Texas entity was awarded a controlling number of shares. These material facts were ignored by the Court. Moreover, when the private Texas Company whose assets were under threat of seizure and unquestioned transfer to the receiver, the Texas company petitioned the Court to be heard. The trial court judge, contrary to standard practice and tradition in Texas courts, refused to schedule a hearing to consider the merits of the Texas company’s written briefs and motion for oral argument and proceeded to enter a judgment, effectively depriving the private Texas company of its major asset.
The aforementioned Turnover Order is not a final order. It is the intention of management to appeal this erroneous ruling to the Texas Court of Appeals for the Eleventh District, located in Eastland, Texas. A notice of appeal has already been filed and the issue will be contested in briefs submitted by the Company’s counsel in the early Fall of 2024. The filing of the appeal suspends enforcement of Judge Leonard’s order until further action by the appellate court.
In addition, the Company has engaged an experienced securities attorney to file a formal complaint with the U.S. Securities and Exchange Commission (the “SEC”) in Washington, D.C. with respect to Sparkie Properties L.L.C.’s unlawful attempt to transfer the 15,866,096 common shares issued by the Company belonging to the Texas chartered NEXT-ChemX Corporation. The Company’s lawyer will seek the opening of an investigation from the SEC’s Enforcement Division into the transaction that led to the Turnover Order and a federal injunction from the U.S. District Court for the District of Nevada freezing the shares covered by the Turnover Order until the Court determines the validity of the Third Turnover Order.
Simultaneously, the Company’s Nevada counsel intends to file a complaint in the U.S. District Court for Nevada (Las Vegas Division) seeking damages and an immediate recission of the Turnover Order, alleging tortious interference with the right to contract, an unlawful taking of property without compensation, and material violations of various federal and state securities laws.
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 and transfer to the receiver 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 its receipt of the termination notice.
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 share certificates to NEXT-ChemX Corporation, a Texas corporation, Glenn A. Little, as Director and Receiver.
The Company and its attorneys believe the Turnover Order is illegal for reasons stated in a brief timely filed by attorneys for Benton Wilcoxon and NextMetals Ltd with the Texas Court of Appeals.
Item 1A – Risk Factors
Not applicable.
Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds
None.
Item 3 - Defaults upon Senior Securities
None
Item 4 - Mine Safety Disclosures
Not applicable.
Item 5 - Other Information
None
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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
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 19, 2024 | NEXT-ChemX Corporation | |
| By: | /s/ Benton Wilcoxon | |
| Benton Wilcoxon | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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