Equibles

10-Q

NEXT-ChemX Corporation. (CHMX)

10-Q 2021-11-22 For: 2021-09-30
View Original
Added on April 06, 2026

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: ### September 30, 2021

☐ 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: 333-209478

NEXT-ChemX Corporation

(Exact Name of Registrant as Specified in Its Charter)

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

1111 W 12th St, # 113

Austin,Texas 78703

(Address of principal executive offices, Zip Code)

(512)

663-2690

(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<br> of each class Trading<br> Symbol(s) Name<br> 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<br> accelerated filer ☐ Accelerated<br> filer ☐
Non-accelerated filer ☒ Smaller<br> reporting company ☒
Emerging<br> 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 November 22, 2021 is as follows:

Class<br> of Securities Shares<br> Outstanding
Common<br> Stock, $0.001 par value 27,385,437

NEXT-ChemX

Corporation

Quarterly

Report on Form 10-Q

For

the Quarter Ended September 30, 2021

TABLE

OF CONTENTS

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

CORPORATION

INTERIM

FINANCIAL STATEMENTS

(UNAUDITED)

Table

of Contents

Page
Condensed balance sheets at September 30, 2021 and December 31, 2020 F-2
Condensed Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2020 F-3
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the nine months ended September 30, 2021 and 2020 F-4
Condensed Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 F-5
Notes to Unaudited Condensed Financial Statements F-6 
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PART

I

FINANCIAL

INFORMATION

ITEM

  1. FINANCIAL STATEMENTS.

NEXT-ChemX

Corporation

Condensed

Balance Sheets

(Unaudited)

December 31,
2020
ASSETS
Current Assets:
Cash 1,140 $ 44,619
Prepaid expense and other current assets 61,600 2,142
Total Current Assets 62,740 46,761
Property and equipment, net 22,743 -
Intangible asset, net 3,150,114 -
Total Assets 3,235,597 $ 46,761
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities 169,077 $ 47,244
Other payable - 94,030
Convertible loans, net of unamortized discounts 462,500 -
Note payable - related party 20,500
Due to related party - 59,895
Total Current Liabilities 652,077 201,169
Total Liabilities 652,077 201,169
Stockholders’ Equity (Deficit):
Preferred stock, 0.001<br> par value, 5,000,000 shares<br> authorized, no shares issued and<br> outstanding - -
Common stock, 0.001 par value, 100,000,000 shares authorized, 27,385,437 and 8,958,989 shares issued and outstanding, respectively 27,385 8,959
Additional paid-in capital 3,633,457 1,196
Accumulated deficit (1,077,322 ) (164,563 )
Total Stockholders’ Equity (Deficit) 2,583,520 (154,408 )
Total Liabilities and Stockholders’ Equity (Deficit) 3,235,597 $ 46,761

All values are in US Dollars.

The

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

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NEXT-ChemX

Corporation

Condensed

Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Revenues $ - $ - $ - $ -
Operating expenses
General and administrative 440,977 10,244 917,457 42,788
Total operating expenses 440,977 10,244 917,457 42,788
Income (loss) from operations (440,977 ) (10,244 ) (917,457 ) (42,788 )
Other income (expense)
Interest expense (8,473 ) - (11,257 ) -
Gain on settlement of debt 15,955 - 15,955 -
Net other expense 7,482 - 4,698 -
Loss before provision for income taxes (433,495 ) (10,244 ) (912,759 ) (42,788 )
Gain from discontinued operations, net of income tax - 176,168 - 463,339
Net income (loss) $ (433,495 ) $ 165,924 $ (912,759 ) $ 420,551
Less: net income (loss) attributable to non-controlling interest - 86,323 - 227,036
Net income (loss) attributable to NEXT-ChemX Corporation $ (433,495 ) $ 79,601 $ (912,759 ) $ 193,515
Other comprehensive income (loss)
Foreign currency translation gain (loss) - 12,565 - 8,245
Total comprehensive income (loss) $ (433,495 ) $ 178,489 $ (912,759 ) $ 428,796
Net gain (loss) per common share: Basic and diluted $ (0.02 ) $ 0.02 $ (0.05 ) $ 0.05
Net loss from continuing operations per common share: Basic and diluted $ (0.02 ) $ (0.00 ) $ (0.05 ) $ (0.00 )
Net gain from discontinued operations per common share: Basic and diluted $ - $ 0.02 $ - $ 0.05
Weighted average number of common shares outstanding: Basic and diluted 27,385,437 8,958,989 19,555,884 8,957,498

The

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

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NEXT-ChemX

Corporation

Condensed

Statement of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

Forthe Nine Months Ended September 30, 2021

1
Additional Shares Accumulated Other
Common stock paid-in to be Accumulated Comprehensive Noncontrolling
Shares Amount capital issued Deficit Income Interest Total
Balance, December 31, 2020 8,958,989 $ 8,959 $ 1,196 - $ (164,563 ) - - $ (154,408 )
Common stock issued for purchase<br> of intangible asset - - -
Common stock issued for purchase<br> of intangible asset, Shares
Cancellation of shares
Cancellation of shares, Shares
Related party debt forgiveness
Issue common stock for cash
Foreign currency translation<br> adjustment
Non-controlling interest
Shares to be Issued
Shares to be issued, Shares
Net loss - - - (16,650 ) (16,650 )
Balance, March 31, 2021 8,958,989 8,959 1,196 - (181,213 ) - - (171,058 )
Common stock issued for purchase of intangible asset 23,844,448 23,844 3,476,283 - - - - 3,500,127
Cancellation of shares (5,418,000 ) (5,418 ) 5,418 - -
Related party debt forgiveness - - 150,560 - 150,560
Net loss - - - (462,614 ) (462,614 )
Balance, June 30, 2021 27,385,437 $ 27,385 $ 3,633,457 - $ (643,827 ) - - $ 3,017,015
Common stock issued for purchase of intangible asset - - - -
Debt forgiveness - - - - -
Related party debt forgiveness - - - - -
Net loss - - - (433,495 ) (433,495 )
Balance, September 30, 2021 27,385,437 $ 27,385 $ 3,633,457 - $ (1,077,322 ) - - $ 2,583,520 
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Forthe Nine Months Ended September 30, 2020

Additional Shares Accumulated Other
Common stock paid-in to be Accumulated Comprehensive Noncontrolling
Shares Amount capital issued Deficit Income Interest Total
Balance, December 31, 2019 8,956,191 $ 8,956 $ 177,654 $ - $ (282,575 ) $ (2,609 ) $ (53,240 ) $ (151,814 )
Issue common stock for cash - - - 3,078 - - - 3,078
Foreign currency translation adjustment - - - - - (7,895 ) - (7,895 )
Non-controlling interest - - - - 3,655 (1,013 ) (2,642 ) -
Net loss - - - - (22,669 ) - - (22,669 )
Balance, March 31, 2020 8,956,191 8,956 177,654 3,078 (301,589 ) (11,517 ) (55,882 ) (179,300 )
Shares to be issued 2,798 3 3,075 (3,078 ) - - - -
Foreign currency translation adjustment - - - - - 3,575 - 3,575
Non-controlling interest - - - - (144,368 ) 140 144,228 -
Net loss - - - - 277,296 - - 277,296
Balance, June 30, 2020 8,958,989 $ 8,959 $ 180,729 $ - $ (168,661 ) $ (7,802 ) $ 88,346 $ 101,571
Foreign currency translation adjustment - - - - - 12,565 - 12,565
Non-controlling interest - - - - (86,323 ) 2,365 83,958 -
Net loss - - - - 165,924 - - 165,924
Balance, September 30, 2020 8,958,989 $ 8,959 $ 180,729 $ - $ (89,060 ) $ 7,128 $ 172,304 $ 280,060

The

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

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NEXT-ChemX

Corporation

Condensed

Statements of Cash Flows

(Unaudited)

Nine Months Ended
September 30,
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (912,759 ) $ 420,551
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 351,320 -
Change of ROU asset and lease liabilities - (39,064 )
Gain on settlement of debt (15,955 ) -
Changes in operating assets and liabilities:
Prepaid expenses (59,458 ) 5,313
Other receivable - (2,136 )
Accounts payable and accrued liabilities 134,423 1,529
Other payable - (11,679 )
Customer deposit - (507,114 )
Net Cash Used in Operating Activities (502,429 ) (132,600 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (24,050 ) -
Net cash used in Investing Activities (24,050 ) -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable, net of original issue discounts 462,500 -
Proceeds from notes payable - related party, net of original issue discounts 20,500 -
Repayment of loan to related party - (7,044 )
Net cash provided by Financing Activities 483,000 (7,044 )
Effect of exchange rate fluctuation on cash and cash equivalents - 4,680
Net change in cash for period (43,479 ) (134,964 )
Cash at beginning of period 44,619 418,229
Cash at end of period $ 1,140 $ 283,265
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes $ - $ -
Cash paid for interest $ - $ -
NON CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for purchase of intangible asset $ 3,500,127 $ -
Cancellation of shares $ 5,418 $ -
Beneficial conversion feature $ - $ -
Related party debt forgiveness $ 150,560 $ -
Common stock issued for proceeds received in prior period $ - $ 3,078

The

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

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NEXT-ChemX

Corporation

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September

30, 2021

NOTE

1 - ORGANIZATION AND BUSINESS OPERATIONS

Organizationand Description of Business

NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (“Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014 (“Inception”) and has adopted a December 31 fiscal year end. The Company’s Board of Directors approved the new name on June 16, 2021 and was granted approval by FINRA on July 22, 2021 and was granted a new trading symbol on July 30,2021. The Company acquired a Novel Membrane-Based Ion Extraction Technology (“Membrane Technology”) along with its patents and patent applications, as well as the employment of its inventing scientist, and is developing pilot plant systems to demonstrate its performance to potential clients in order to market commercial systems for its applications.

Applications include:

● Lithium<br> Extraction from Natural Brines, Geothermal Wells, or Leach Solutions.
● Extracting<br> Fatty Acids from Vegetable Oils for More Economical Refining.
● Extracting<br> of Radioactive Ions from Nuclear Plant Stored Water.
● Extracting<br> of Metal Ions from Mine Leach Solutions, Effluent, or Tailings.
● Desalination<br> of Sea Water, by Extracting Ions for Water Purification

Pursuant

to a stock purchase agreement, on April 27, 2021, Zilin Wang, the previous majority shareholder of the Company, sold 8,618,000 shares of Common Stock of the Company, to Arastou Mahjoory and Kenneth Mollicone, each an accredited investor, in equal parts. Following transfer of such shares to Messrs. Mahjoory and Mollicone, each has agreed to cancel an aggregate of 5,418,000 shares of common stock of the company.

Also on April 27, 2021, the previous sole officer and director of the company, Zicheng Wang, resigned his positions with the Company. Upon such resignation Benton Wilcoxon was appointed as Chief Executive Officer, and Chairman of the Board, and J. Michael Johnson was appointed President, Treasurer and Secretary, and Director of the Company.

Effective

April 27, 2021 (the “Closing Date”), the Company, entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) with NEXT-ChemX Corporation, a private Texas company (“NEXT-ChemX”), in which the Company acquired certain intellectual property assets of NEXT-ChemX, specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company (the “APA Issuance”).

Messrs.

Mahjoory and Mollicone also entered into stock purchase Agreements with selling shareholders to acquire an additional 322,989 shares of common stock from several minority shareholders of the Company.

As

of June 30, 2021, an aggregate of 27,385,437 shares are outstanding after the cancellation of 5,418,000 shares by Messrs. Mahjoory and Mollicone from the previous 32,803,437 shares of common stock that were outstanding. This reflects the APA Issuance, which results in NEXT-ChemX holding approximately 87.07% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also after giving effect to the acquisition and cancellation of shares by Messrs. Mahjoory and Mollicone will each hold 6.44% of the issued and outstanding shares of Common Stock in the Company.

On July 23, 2021, AllyMe Group, Inc. (the “Company”) filed Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada effecting a name change of the Company to NEXT-ChemX Corporation (the “Corporate Action”). The Corporate Action and the Amended Articles became effective on July 28, 2021, following compliance with notification requirements of the Financial Industry Regulatory Authority.

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NOTE

2 – GOING CONCERN

The

Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $1,077,322 as of September 30, 2021, and further losses are anticipated in the development of its business. The Company had a net loss of $912,759 and net cash used in operating activities of $502,429 for the period ended September 30, 2021. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. 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. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

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. However, there can be no assurances that management’s plans will be successful.

NOTE

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

InterimFinancial 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 read in conjunction with the audited financial statements of the Company for the year ended December 31, 2020.

Useof Estimates

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

Intangibleasset

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Recently Adopted Accounting Guidance

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In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has adopted this standard on January 1, 2021.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

NOTE

4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS

Prepaid

expense and other current assets amounted to $61,000 and $2,142 as of September 30, 2021 and December 31, 2020, respectively. Prepaid expenses in 2021 and 2020 are mainly prepaid service fees.

NOTE

5 – INTANGIBLE ASSET

On

April 27, 2021, the Company entered into that Asset Purchase Agreement with NEXT-ChemX Corporation, a private Texas company (“NEXT-ChemX”), in which the Company acquired certain intellectual property assets of NEXT-ChemX, specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company, valued at $3,500,127.

During

the nine months ended September 30, 2021, the Company recorded amortization of $350,013.

NOTE

6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of September 30, 2021 and December 31, 2020, accounts payable and accrued liabilities consisted of as follows,

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

September 30, December 31,
2021 2020
Accounts payable $ 157,845 $ 47,244
Accrued interest 10,909 -
Accrued interest - related party 323 -
Accounts payable and<br> accrued liabilities $ 169,077 $ 47,244

NOTE

7 – CONVERTIBLE NOTES

During

the nine months ended September 30, 2021, the Company issued convertible notes totaling of $477,500 with a conversion price of $0.75 per share. The convertible notes are unsecured, bears interest at 8% per annum, has a one-year maturity.

During

the nine months ended September 30, 2021, the Company recognized interest expense of $11,232.

NOTE

8 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

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During

the nine months ended September 30, 2021, a former related party paid operating expenses of $109,520 on behalf of the Company and forgave $150,560.

During

the nine months ended September 30, 2021, a related party company was paid operating expenses of $189,952.

As

of September 30, 2021 and December 31, 2020, the amounts outstanding were $0 and $59,895. The advances were non-interest bearing, due upon demand and unsecured from the CEO and also the shareholder of the company.

Notepayable

During the nine months ended September 30, 2021, the Company issued note payable of $20,500. The notes payable is unsecured, bears interest at 8% per annum, and maturity date is November 1, 2021. During the nine months ended September 30, 2021, the Company recognized interest expense of $323.

NOTE

9 - STOCKHOLDERS’ EQUITY (DEFICIT)

The

Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 and 5,000,000 shares of preferred stock with a par value of $0.001. There is no preferred stock issued and outstanding as of September 30, 2021.

During

the nine months ended September 30, 2021, the Company issued 23,844,448 shares for a purchase of intangible assets.

During

the nine months ended September 30, 2021, the Company cancelled 5,418,000 shares.

On

September 14. 2021, NEXT-ChemX Corporation (the “Company”) obtained written consent by the holders of the majority of the voting power of the Company’s capital stock approving the adoption of the Company’s 2021 Stock Incentive Plan (the “Plan”). The Plan allows the Board of Directors of the Company to grant incentive stock options, nonqualified stock options and restricted stock awards to officers, directors, employees and consultants of the Company. At the time of consent, there were 3,000,000 shares of common stock of the Company reserved for issuance under the Plan.

There

are 27,385,437 and 8,958,989 shares of common stock outstanding as of September 30, 2021 and December 31, 2020, respectively.

NOTE

10 – DISCONTINUED OPERATIONS

On

September 30, 2020, the Company signed sales contracts with a related party and sold 1,040,000 shares of AllyMe for total cash consideration of $1,040. AllyMe US owns 51% of AllyMe who owns 100% of China Info. The transaction was completed on September 30 2020. Loss from disposal of Subsidiary was $179,533 and it was booked as additional paid in capital as the transaction was deemed between related parties. As a consequence of the sale, the operating results and the assets and liabilities of the discontinued AllyMe Business are presented separately in the Company’s financial statements. Summarized financial information for the discontinued AllyMe Business is shown below. Prior period balances have been reclassified to present the operations of the AllyMe Business as discontinued operations.

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Discontinued Operations Income Statement:

SCHEDULE OF DISCONTINUED OPERATIONS INCOME STATEMENT AND BALANCE SHEETS

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Revenues $ - $ 290,152 $ - $ 636,211
Cost of revenues 120,825 - 145,855
Gross profit 169,327 490,356
Operating expenses
General and administrative - (5,915 ) - 47,437
Total operating expenses - (5,915 ) - 47,437
Income (loss) from operations - 175,242 - 442,919
Other income (expense)
Other income - 448 - 21,797
Interest income - 566 - 845
Interest expense - (88 ) - (2,222 )
Net other income - 926 - 20,420
Loss from discontinued operations $ - $ 176,168 $ - $ 463,339

NOTE

11 – SUBSEQUENT EVENTS

The Company issued convertible notes payable totaling $130,500, with a conversion price of $0.75 per share. The convertible notes are unsecured, bears interest at 8% per annum, has a one-year maturity.

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ITEM

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

Management’sDiscussion and Analysis of Financial Condition and Results of Operations

CautionRegarding 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 1111 W 12th St, # 113, Austin, Texas 78703.

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.

Overviewof the Business

The Company was originally formed as to provide consulting services. From 2018 through the first quarter of 2021, the company name was AllyMe Group, Inc. and provided consulting services in China principally focused on the development of new-high-tech products marketing and retail sales.

On April 27, 2021, the Company acquired intellectual property assets from NEXT-ChemX Corporation, a private Texas corporation (“NEXT-ChemX”) related to a novel membrane-based ion extraction process (“Membrane Technology”), which is able to extract ions exiting in low concentrations from liquid solutions. It can be used to extract lithium from brine solutions, to extract fatty acids from vegetable oils as a superior refining process, to extract radioactive ions from nuclear waste waters, to extract specific metal ions from mining leach solutions and waste effluent, and to remove ions from seawater for desalination, among other things.

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Resultsof Operations

The following table summarizes the results of our operations during the three months ended September 30, 2021 and 2020, respectively:

Three Months Ended
September 30,
2021 2020 Change
Revenues $ - $ - $ -
Operating expenses 440,977 10,244 430,733
Other income 7,482 - 7,482
Gain from discontinued operations - 176,168 (176,168 )
Net profit (loss) (433,495 ) 165,924 (599,419 )
Profit (Loss) per share of common stock (0.02 ) 0.02 (0.04 )

The increase in operating expenses is primarily due to amortization of intangible assets acquired in 2021, payroll and consulting expenses.

Gain from discontinued operations is derived from subsidiaries disposed in 2020.

Net loss for the three months ended September 30, 2021 was mainly derived from operating expenses, whereas for the three months ended September 30, 2020 net income was mainly derived from gain from discontinued operations.

The following table summarizes the results of our operations during the nine months ended September 30, 2021 and 2020, respectively:

Nine Months Ended
September 30,
2021 2020 Change
Revenues $ - $ - $ -
Operating expenses 917,457 42,788 874,669
Other income 4,698 - 4,698
Gain from discontinued operations - 463,339 (463,339 )
Net profit (loss) (912,759 ) 420,551 (1,333,310 )
Profit (Loss) per share of common stock (0.05 ) 0.05 (0.10 )

The increase in operating expenses is primarily due to amortization of intangible assets acquired in 2021, payroll and consulting expenses.

Gain from discontinued operations is derived from subsidiaries disposed in 2020.

Net loss for the nine months ended September 30, 2021 was mainly derived from operating expenses for the nine months ended September 30, 2020 was mainly derived from gain from discontinued operations.

Liquidityand Capital Resources

As of September 30, 2021, we had total assets of $3,235,597, and an accumulated deficit of $1,077,322.

Our operating activities used $502,429 in cash for the nine months ended September 30, 2021, while our operations used $132,600 cash in the nine months ended September 30, 2020. We had no revenues in the nine months ended September 30, 2021, or in the prior year same period.

Our cash requirements are primarily pilot plant equipment and operating expenses for the development of pilot plant systems and its demonstration to potential customers, as well as our payroll expense.

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Management believes that the Company’s cash on hand will not be sufficient to fund all Company obligations and commitments for the next twelve months. Historically, we have depended on loans from our principal shareholders and their affiliated companies to provide us with working capital as required. There is no guarantee that such funding will be available when required and there can be no assurance that our stockholders, or any of them, will continue making loans or advances to us in the future.

OffBalance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably 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

Our business and operating results are not affected in any material way by inflation.

CriticalAccounting 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 the 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 deemed critical to our results of operations or financial position. Our critical accounting estimates are more fully discussed in Note 2 to our unaudited financial statements contained herein.

Item3 - 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.

Item4 - Controls and Procedures

DisclosureControls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s president and chief executive officer (who is the Company’s principal executive officer) and the Company’s chief financial officer, treasurer, and secretary (who is the Company’s principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. 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, and 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.

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Management’sReport on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. In order 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 were not effective as of September 30, 2021.

Changesin Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. 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.

PART

II

OTHER

INFORMATION

Item1 - Legal Proceedings

None

Item1A – Risk Factors

Not applicable.

Item2 - Sales of Unregistered Equity Securities and Use of Proceeds

None.

Item3 - Defaults upon Senior Securities

None

Item4 - Mine Safety Disclosures

Not applicable.

Item5 - 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<br> XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial<br> Statements” of this Quarterly Report on Form 10-Q.
104* Inline<br> 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:<br> November 22, 2021 NEXT-ChemX Corporation
By: /s/ Benton Wilcoxon
Benton<br> Wilcoxon
Chief<br> Executive Officer
(Principal Executive Officer) 
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Exhibit 31.1

CERTIFICATION

I, Benton Wilcoxon, certify that:

1. I have reviewed this Form 10-Q of NEXT-ChemX Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 22, 2021 By: /s/ Benton Wilcoxon
--- --- ---
Benton Wilcoxon
Principal Executive Officer

Exhibit 31.2

CERTIFICATION

I, J. Michael Johnson, certify that:

1. I have reviewed this Form 10-Q of NEXT-ChemX Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 22, 2021 By: /s/ J. Michael Johnson
--- --- ---
J. Michael Johnson
Principal Financial Officer

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEFFINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of NEXT-ChemX Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Benton Wilcoxon, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended September 30, 2021, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2021, fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 22, 2021 By: /s/ Benton Wilcoxon
--- --- ---
Benton Wilcoxon
Chief Executive Officer
(Principal Executive Officer)

In connection with this Quarterly Report of NEXT-ChemX Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, J. Michael Johnson, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended September 30, 2021, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2021, fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 22, 2021 By: /s/ J. Michael Johnson
--- --- ---
J. Michael Johnson
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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