10-Q/A - CHMX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q/A

(Mark One)

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

For the quarterly period ended: ### June 30, 2024

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

For

the transition period from ____________ to _____________

Commission

File Number: 000-56379

NEXT-ChemXCorporation

(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.)

1980Festival Plaza Drive, Summerlin South, ### 300,

LasVegas, Nevada 89135

(Address of principal executive offices, Zip Code)

(725)867-0789

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title<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<br> 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 September 16, 2025 is as follows:

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

IMPORTANT NOTICE

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

This present Quarterly Report filed on Form 10-Q/A (the “Report”) includes modifications resulting from the completion of the audit carried out by Fruci & Associates on the Company’s 2023 Annual Report filed on Form 10-K/A on April 28, 2025 (the “2023 10-K/A Report”) as well as the review by the auditors of both the 2024 first quarter 10-Q/A report (the “2024 Q1 10-Q/A Restated Report”) filed on June 30, 2025 and the present Report. The present restated Report is duly filed in replacement of the original June 30, 2024, filing.

The principal changes to the 10-Q are as follows:

Two important adjustments were made to the Company’s financial statements: 1) the Company’s technology, considered in filings since September 2021 to be an indefinite intangible asset was reevaluated and is now considered to have an estimated useful life equivalent to the period of its underlining patent protection, appropriate amortization being charged to the value of the asset accordingly. This has resulted in an adjustment of $533,038 to the asset value as of June 30, 2024. This has resulted in a charge of $224,673 against the value of the asset as amortization; and 2) the balance sheet was readjusted to include $308,365 of retained earnings.

The recording of the issuance of 20,000 Series A shares of Preferred Stock has been restated since these shares, although duly subscribed, were never paid up. The previous reporting of the Series A Preferred recorded the said shares as having been issued; however, since the required payment for the subscription of said shares was never received, the financial statements have been adjusted accordingly.

The Company has provided additional disclosure relating to a loan provided by the Company to a third party company signed on April 4, 2024 noting that although at the time of the execution of the loan the borrower was an independent third party owned and controlled by a third party individual, the borrower company had previously been owned and managed by a former officer and a senior employee of the Company.

The Company has provided additional disclosure related to the repayment of a short-term loan taken at high interest with the issuance of a certain Series F convertible note to the creditor.

On the Company’s condensed balance sheet, the Company will now report any “Commitments and Contingencies” as a separate line item.

Generally, the Report has been made consistent with the 2023 10-K/A Report and the 2024 Q1 10-Q/A Restated Report with the introduction of small changes in presentation and with some greater detail to improve disclosure.

Matters relating to projected timing in the Report have been changed from the original disclosure better to reflect the current belief of management regarding such projections. Where necessary or helpful, the circumstances relating to the need for such adjustment are also reported.

A number of other changes were made to punctuation and grammar that do not affect the sense of disclosure, and where dollar figures included cents, these were rounded up to the nearest dollar.

NEXT-ChemX

Corporation

Quarterly

Report on Form 10-Q/A

For

the Quarter Ended June 30, 2024

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	6
PART II – OTHER INFORMATION
Item<br> 1.	Legal Proceedings	7
Item<br> 1A.	Risk Factors	7
Item<br> 2.	Unregistered Sale of Equity Securities and Use of Proceeds	7
Item<br> 3.	Defaults Upon Senior Securities	7
Item<br> 4.	Mine Safety Disclosures	7
Item<br> 5.	Other Information	7
Item<br> 6.	Exhibits	8
Signatures		9

Caution Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q/A, 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/A 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.

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NEXT-CHEMX

CORPORATION

INTERIM

FINANCIAL STATEMENTS

Table

of Contents

	Page
Condensed<br> Balance Sheets as of June 30, 2024 (restated) and December 31, 2023 (audited)	F-2
Condensed<br> Statements of Operations for the three and six months ended June 30, 2024 (restated) and 2023 (unaudited)	F-3
Condensed<br> Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2024 (restated) and<br> 2023 (unaudited)	F-4
Condensed<br> Statements of Cash Flows for the six months ended June 30, 2024 (restated) and 2023 (unaudited)	F-5
Notes to Unaudited Condensed Financial Statements	F-6

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PART

FINANCIAL

INFORMATION

ITEM

FINANCIAL STATEMENTS

NEXT-ChemX

Corporation

Condensed

Balance Sheets

			December 31,
			2023<br><br> <br>(audited)
ASSETS
Current Assets:
Cash	693		$	2,458
Financial Assets	85,560			64,944
Prepaid expense and other current assets	530,622			72,925
Total Current Assets	616,875			140,327
Property and equipment, net	9,953			12,621
Intangible asset, net	2,617,076			2,691,967
Total Non-current Assets	2,627,029			2,704,588
Total Assets	3,243,904		$	2,844,915
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	2,823,772		$	2,443,207
Other Current Liabilities	511,980			511,980
Loan payable	845,000			945,000
Due to related party	76,445			32,238
Other Current Liabilities	76,445			32,238
Total Current Liabilities	4,257,197			3,932,425
Non-Current Liabilities:
Notes payable	1,014,004			-
Total Non-Current Liabilities	1,014,004			-
Total Liabilities	5,271,201		$	3,932,425
Commitments and Contingencies	-			-
Stockholders’ Equity (Deficit):
Preferred stock, 0.001 par value, 5,000,000 shares authorized;<br> 20,000 Series to be issued as of June 30, 2024	20			-
Preferred stocks subscription receivables	(20	)
Common stock, 0.001<br> par value, 100,000,000<br> shares authorized, 28,546,834<br> issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	28,547			28,547
Additional paid-in capital	5,396,053			5,396,053
Accumulated deficit	(7,451,897	)		(6,512,110	)
Total Stockholders’ Equity (Deficit)	(2,027,297	)		(1,087,510	)
Total Liabilities and Stockholders’ Equity (Deficit)	3,243,904		$	2,844,915

All values are in US Dollars.

The

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

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NEXT-ChemX

Corporation

Condensed

Statements of Operations

(Unaudited)

****	(restated)<br><br> <br>2024		****	(unaudited)<br><br> <br>2023		****	(restated)<br><br> <br>2024		****	(unaudited)<br><br> <br>2023		****
	For the three months ended						For the six months ended
	June 30,						June 30,
****	2024<br><br> <br>(restated)		****	2023<br><br> <br>(unaudited)		****	2024<br><br> <br>(restated)		****	2023<br><br> <br>(unaudited)		****
Revenues	$	-		$	-		$	-		$	-
Operating expenses
Salaries and Employee Benefits		175,345			268,992			412,954			537,902
Professional fees and contractors		217,556			264,183			417,656			393,387
Depreciation and Amortization		38,779			1,334			77,559			2,668
Other operating Expenses		8,658			47,063			31,763			84,268
Total operating expenses		440,338			581,572			939,932			1,018,225
Income (loss) from operations		(440,338	)		(581,572	)		(939,932	)		(1,018,225	)
Other income (expense)
Other income		58,426						58,426
Unrealized Gain on Marketable Securities		40,603			203,050			20,616			203,050
Interest expense		(42,070	)		(19,201	)		(78,897	)		(40,521	)
Net other Income (expense)		56,959			183,849			145			162,529
Income Tax Liability		-			-			-			-
Net income (loss)		(383,379	)		(397,723	)		(939,787	)		(855,696	)
Net income (loss) per common share: Basic and diluted		(0.01	)		(0.01	)		(0.03	)		(0.03	)
Weighted average number of common shares outstanding: Basic and diluted		28,546,834			28,446,834			28,546,834			28,410,922

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

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NEXT-ChemX

Corporation

Condensed

Statement of Changes in Stockholders’ Equity (Deficit)

(unaudited)

Forthe Three and Six Months Ended June 30, 2024 (restated)

-		Shares		Amount							Shares		Amount		Capital		Deficit			Deficit
	PreferredStocks to be Issued				Preferred Stocks-Subscription Receivables					Common Stock				Additional<br> <br>Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount			Shares		Amount		Capital		Deficit			Deficit
Balance December 31, 2023		-		-		-		-			28,546,834	$	28,547	$	5,396,053	$	(6,512,110	)	$	(1,087,510	)
Net loss		-		-		-		-			-		-		-		(556,409	)		(556,409	)
Balance March 31, 2024		0	$	-		0	$	-			28,546,834	$	28,547	$	5,396,053	$	(7,068,519	)	$	(1,643,918	)
Preferred Stocks to be issued		20,000	$	20		-	$	(20	)											-
Net loss		-		-							-		-		-		(383,379	)		(383,379	)
Balance June 30, 2024		20,000	$	20		0	$	(20	)		28,546,834	$	28,547	$	5,396,053	$	(7,451,897	)	$	(2,027,297	)

Forthe Three and Six Months Ended June 30, 2023 (unaudited)

	Shares		Amount		Capital		Deficit			Deficit
	Common Stock				Additional<br> <br>Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance December 31, 2022		28,346,834	$	28,347	$	4,396,253	$	(3,692,732	)	$	731,868
Stock Issuances to 3rd Party		100,000		100		499,900					500,000
Net loss		-		-		-		(457,973	)		(457,973	)
Balance March 31, 2023		28,446,834		28,447		4,896,153		(4,150,705	)		773,895
Balance		28,446,834		28,447		4,896,153		(4,150,705	)		773,895
Net Loss		-		-		-		(397,723	)		(397,723	)
Balance June 30, 2023		28,446,834	$	28,447	$	4,896,153	$	(4,548,428	)	$	376,172
Balance		28,446,834	$	28,447	$	4,896,153	$	(4,548,428	)	$	376,172

The

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

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NEXT-ChemX

Corporation

Condensed

Statements of Cash Flows

(Unaudited)

****	2024<br> <br>(restated)		****	2023<br> <br>(unaudited)		****
	For the six months ended
	June 30,
****	2024<br><br> <br>(restated)		****	2023<br> <br>(unaudited)		****
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$	(939,787	)	$	(855,696	)
Adjustments to reconcile net loss to net cash used in operating activities:		-			-
Depreciation and amortization		77,559			2,668
Other income received in form Shares of Stocks		-			(203,050	)
Consultant commission paid in third party stock		-			101,525
Unrealized gain on trading securities		(20,616	)		-
Changes in Operating Assets and Liabilities:
Related Party Advances		44,207			-
Prepaid expenses and other assets		(457,697	)		(51,084	)
Accounts payable and accrued liabilities		434,569			835,968
Net cash provided by (used in) operating activities		(861,765	)		(169,669	)
INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-			-
FINANCING ACTIVITIES
Proceeds from the Stock Issuance of Common Stocks		-			500,000
Net proceeds from convertible notes payable		840,000			75,000
Net proceeds from loan payable		20,000			-
Repayment of notes payable		-			(376,007	)
Net cash provided by (used in) financing activities		860,000			198,993
Net increase (decrease) in cash		(1,765	)		29,324
Cash, beginning of year		2,458			28,355
Cash, end of the period	$	693		$	57,679
NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of loan, interest and debt to convertible note	$	174,004		$	-
Preferred Stocks to be issued	$	20		$	-
SUPPLEMENTAL DISCLOSURES
Cash payments for interest, net of capitalized interest		-			-
Cash payments for income taxes, net		-			-

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

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NEXT-ChemX

Corporation

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June

30, 2024

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, and has adopted a December 31 fiscal year end. The Company trades on the OTC market (Pink Sheet) under the symbol “CHMX”. On December 23, 2021, the Company filed SEC Form 8-A12G becoming a mandatory filer and has since complied with the reporting requirements of the Securities Exchange Commission as a reporting issuer.

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

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

Potential future commercial applications for the iTDE Technology include:

●	Extracting<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; and
●	Desalination<br> of Sea Water, by Extracting Ions for Water Purification

During the second quarter of 2024, the Company has continued to manage the construction of the first of two pilot plant systems that will form the basis of its ongoing commercialization efforts by demonstrating the scalability of the system for commercial purposes, by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capability commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium. This work is being carried out in India under contract.

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

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

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

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

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

NOTE

2 – GOING CONCERN

The

Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $ 7,451,897 as of June 30, 2024. The Company has been operating with a working capital deficit since changing its business focus in April 2021. For a variety of reasons, the Company has found it difficult to raise money on the capital markets and has relied extensively on existing shareholders to fund operating expenses. Such funding has been insufficient necessitating the Company’s employees and on occasion its third-party contractors to settle for delays in payment. In the case of employees and consultants, a significant amount of debt has accumulated effectively becoming a source of the Company’s operating capital. To achieve revenues, the Company should complete its pilot plant enabling it to demonstrate the commercial benefits of the iTDE Technology. Until such time as the pilot plant is completed and the Company can commence the normal commercialization of its technology, further losses are anticipated. Management anticipates more losses before the commercialization of the system can be expected to break-even or to turn a profit. During fiscal 2023, the Company concluded agreements with a third party aimed at commercialization of the iTDE Technology and the Company believes that it will identify further similar opportunities once pilot demonstrations become a reality. This is expected to ease the deficit in working capital.

For

the six months ended June 30, 2024, the Company showed a net loss of $939,787 as compared with the loss of $855,696 for the six months ended June 30, 2023. The net cash used in operating activities of the Company during the six months ended June 30, 2024, and 2023 was $861,765 and $169,669, respectively. During the second quarter of 2023 the Company received its first payment from a commercial partner interested in deploying the Company’s system for the commencement of the commercialization of the Company’s main asset, its iTDE Technology, there remains a substantial doubt regarding the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the continuing and expanding success of the Company’s development efforts, however, it is anticipated that. Notwithstanding the promising results of the Company’s participation in its venture with Clontarf and the Government of Bolivia, the Company will require additional capital to reach its goals.

From

the anticipated receipts of any financing, the Company must discharge outstanding payables of $209,535 and a further $524,550 in accrued expenses together with a total of $2,031,989 payables for salary, remuneration and expenses.

The Company estimates it will need to raise an estimated $3 million to manage the ongoing development of its technology to the point where the Company considers it can begin to market the technology effectively provided however the existing shareholder debt is converted into equity as planned. There is no assurance that the financing of this nature will be available in the future or that this plan will be fulfilled. The possible inability to raise the financing necessary and the general business uncertainties and particular conditions and situation described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

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 viewed in conjunction with the audited financial statements of the Company for the year ended December 31, 2023.

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The financial statements are presented in United States dollars.

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.

Evaluationof Long-Lived Intangible Assets

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

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

The indefinite intangible asset was reevaluated and

is now considered to have an estimated useful life equivalent to the period of its underlining patent protection, appropriate amortization being charged to the value of the asset accordingly. This has resulted in an adjustment of $533,038 to the asset value as of June 30, 2024. This has resulted in a charge of $224,673 against the value of the asset as amortization; and 2) the balance sheet was readjusted to include $308,365 of retained earnings. Further details are included in Note 5 below.

RevenueRecognition

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

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

Earnings(loss) per Share

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

For the quarterly periods ended June 30, 2024, and June 30, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these periods. Notwithstanding this, however, it should be noted that as on June 30, 2024, the Company had the following dilutive instruments outstanding convertible into shares of ordinary shares of common stock as follows:

a)	20,000<br> Series A Preferred Shares convertible into 5 million shares;
b)	convertible<br> Instruments with an outstanding debt of $1,014,004 convertible at $1.25 into 811,203 shares;<br> and
c)	certain<br> employment and consulting agreements with a provision to convert remuneration and expense<br> owing to such employees at a conversion price of $1.25 would result potentially in the issuance<br> of 1,912,983 shares.

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InvestmentPolicy in Joint Ventures

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

PP&Edepreciation policy of fixed tangible assets

The

depreciation policy of the Company’s long term fixed tangible assets is decided dependent on the useful life a particular asset is expected to have. The Company currently operates with very few assets having no real estate and with very little operational equipment. The current book value of all fixed tangible assets owned by the Company is $9,953. None of these assets are considered to be material to the business.

Recentaccounting pronouncements

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

The Company has noted the recent issuance by FASB of ASU 2023-07 on November 27, 2023, that introduces amendments to “improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses” to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows”. At present, the Company has no marketable product lines, it is currently developing the technology that will enable the introduction of one or more such lines, however, it is too early to predict in what final product form, and more importantly how many different variations of this, the iTDE Technology will eventually be marketed. The Company’s chief operating decision maker, its CEO Mr. Benton Wilcoxon, who is responsible for the allocation of the Company’s resources acts on the principle that the business cannot as yet be considered to operate with different segments of activity nor is investment into development work divided into different segments, its operating capital and investment being dedicated only to one end, that of completion of the iTDE Technology and its incorporation into one or more final marketable product segments. For this reason, the Company does not expect the adoption of this standards update to have a material impact on the financial statements during the year ended December 31, 2024.

The recent release of FASB No. 2024-02 in March 2024 was in general to improve codification by removing references in the regulations to ‘Concepts Statements’. In the opinion of management these modifications will not affect the presentation of the Company’s financial statements

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

NOTE

4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS

Prepaid

expenses and other current assets amounted to $530,622

as of June 30, 2024, it was increased from the $72,925

reported as of December 31, 2023. This represents an increase

of $457,717

during

the period. Prepaid expenses comprise a $1,600

deposit on the rental of laboratory facilities and a $600

deposit under a consultancy agreement, both unchanged as well as an advance of $5,300 to an employee on humanitarian grounds following the death of a parent. The remainder comprises: (1) advance payments for the purpose of filing for intellectual property protection of $70,000; and (2) a payment of $389,500 made to a third-party US engineering and technology development company (“ETD Co”) to be used for complementary development work. Payment is organized as repayable loan under an agreement executed April 4, 2024, earning interest on principal with an option for the Company to offset repayment of the loan and interest should the Company wish to acquire any technology developed by the debtor. The use of funds is overseen by the CEO of the Company and the full amount of the loan and interest is expected to be repaid by ETD Co May 30, 2026. As of June 30, 2024, interest payable on this loan is $59,425. Advance payments made in trust to our IP attorneys are used by the law firm for patent expenses and other payments being disbursed by the attorneys when required. The IP trust account is replenished when needed. As of June 30, 2024, the balance of the IP trust account was $4,197, during the 3 months ending June 30, 2024, it was increased by $3,594.

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

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NOTE

5 – RESTATEMENT OF THE COMPANY’S INTELLECTUAL PROPERTY ASSET

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

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

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

SCHEDULE

OF FINITE LIVED INTANGIBLE ASSET

Cost, Amortization and Carrying Amount of the iTDE Technology
Cost
At December 31, 2022	$	3,500,127
Additions		-
Transfers		-
At June 30, 2023		3,500,127
Additions		-
Disposals		-
At December 31, 2023		3,500,127
Additions		-
Disposals		-
At June 30, 2024		3,500,127
Accumulated Amortization
At January 1, 2022		350,013
Charge for the year		-
At December 31, 2022		350,013
Charge for the year		149,782
Prior Period Adjustment		308,365
At December 31, 2023		808,160
Charge for the period		74,891
At June 30, 2024		883,051
Carrying amount
At December 31, 2022		3,150,114
At December 31, 2023		2,691,967
At June 30, 2024		2,617,076

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:

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,		December 31
	2024<br><br> <br>(restated)		2023<br><br> <br>(audited)
Accounts payable and accrued expenses	$	860,925	$	698,009
Accrued payroll		1,828,704		1,668,748
Accrued interest		134,143		76,450
Total	$	2,823,772	$	2,443,207

As

on June 30, 2024, the Company owed a total of $845,000

in loans payable to shareholders and certain of these loans were set to fall due in 2024, however, all of these loans were extended such that none of these loans fell fall due during fiscal 2024 and this has already been disclosed publicly as at the date of this Report. As at the date of this report, only two of these loans (including their various interest payments) will fall due during fiscal year 2025 (following extensions of such loans agreed as at the date of the filing of the present 10-Q/A).

(i)	A loan of $125,000 will fall due September 14, 2025, and
(ii)	A second loan of $125,000 will fall due September 14, 2025.

All the remaining loans outstanding on June 30, 2024, will fall due after fiscal year end 2025.

On February 29, 2024, seven senior employees and consultants

of the Company who were owed a total of $2,232,636 million on that date, agreed to defer payment by the Company of outstanding amounts owing to them on certain specific terms (“Debt Extension Agreements”). The Debt Extension Agreements replaced previous agreements and understandings relating to debt deferral and remuneration.

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The Debt Extension Agreements were signed to cover all debts owing from time to time to the seven employees and consultants of the Company that were : (i) legitimately incurred unpaid contractual remuneration (ii) existing debts agreed and already deferred; (iii) advances made by the employee or consultant to the Company that are recorded on the books of the Company; (iv) any portion of employee’s or consultant’s agreed future remuneration that will not be paid in a timely fashion, all such debt being accumulated as a recognized debt in accordance with the terms of the Debt Extension Agreements.

The Debt Extension Agreements further set out the terms under which the seven employees and consultants would receive their past indebtedness as well as how future remuneration is to be paid. The Debt Extension Agreements also grant the right for each signatory to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter.

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

Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Debt Extension Agreements execution, being March 1, 2029.

As of June 30, 2024, a total of $48,115 in remuneration

and interest payments was owed under the Debt Extension Agreements.

By signature of an addendum with each of the signatories of the Debt Extension Agreements on May 30, 2025, the said agreements shall only enter into force on the first date following May 30, 2026 on which the total debt of the Company outstanding to any listed shareholders of the Company who are not employees of the Company has been either converted to shares of common stock of the Company, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2026, each of the Debt Extension Agreements shall become void and cease to have effect.

As at the date of the present Report none of these Debt Extension Agreements had entered into force.

All the Directors, Officers, employees, consultants and professionals owed remuneration and expenses by the Company under the Debt Extension Agreements are considered important to the Company’s operations and business. The Company holds agreements on the deferral of debt with seven of the above that will enter into force under certain conditions whereby the shareholder debtors agree to convert their debt into equity.

NOTE

7 – CONVERTIBLE NOTES, PROMISSORY NOTES AND LOANS

During the six months ended June 30, 2024, the Company issued six convertible notes (Series F) with aggregate amount of $649,004 as follows:

On February 20, 2024, $65,000 that will mature on February 20, 2026;

On February 21, 2024, $25,000 that will mature on February 21, 2026;

On February 23, 2024, $25,000 that will mature on February 23, 2026;

On March 2, 2024, $50,000 that will mature on March 2, 2026

On March 28, 2024, $200,000 that will mature on March 28, 2026

On April 3, 2024, $250,000 that will mature on April 3, 2026;

On April 18, 2024, $100,000 that will mature on April 18, 2026;

On May 15, 2024, $174,004 that will mature on May 15, 2026;

On May 16, 2024, $75,000 that will mature on May 16, 2026;

On May 17, 2024, $25,000 that will mature on February 17, 2026;

On May 18, 2024, $100,000 that will mature on May 18, 2026; and

On May 22, 2024, $25,000 that will mature on May 22, 2026.

As

of June 30, 2024, the total aggregate convertible debt outstanding was $1,014,004.

The Series F convertible note issued on May 15, 2024, was issued to a shareholder to extinguish a short-term loan concluded with the same shareholder on November 16, 2023, that came to maturity on the same date of May 15, 2024. The short-term loan was extinguished on the maturity date without default on the part of the Company.

Around the time of the maturity of the loan, the shareholder

concerned had elected to purchase a second block of $250,000 of the Series F note issuance (the first block was issued to him on April 3, 2024) and this was actually achieved by the issuance of two separate Series F convertible notes on two consecutive days: May 15 and May 16, 2025 in an aggregate amount of $249,004. Under normal circumstances the entire amount of would have been remitted to the Company, however, since the shareholder was due to receive the maturity payment for the short term November 16, 2024 loan, as well as a small payment of $8,800 for certain services rendered to the Company, these two debts were combined and settled by offsetting the debt in aggregate of $174,004 against the promised investment, resulting in the issuance of one note to cover the offset and a second, paid in cash, to complete the investment.

Whereas in November of 2023, the financial situation of the Company was more difficult forcing the Company to secure financing of expensive terms, by February of 2024, the situation had improved. A Form D was filed with the SEC on February 27, 2024, announcing a $3 million Series F convertible note financing with a maturity date on the second anniversary of each note’s issuance. The notes paid 10% per annum interest at term and the outstanding principal and interest on the notes were convertible into shares of common stock of the Company at $1.25 per share at maturity. Since these terms were much improved for the Company when compared to the short-term loan the Company always intended to extinguish the loan with proceeds from the Series F financing.

The short-term November 16 loan was for a principal

loan amount of $120,000, however, to underline the short-term nature of the loan, monthly interest of 4% was due on the principal amount of the loan, effectively 48% per annum contrasting significantly with the 10% per annum interest due on the Series F notes. However, the Series F note, being convertible provided a potential advantage in being convertible at $1.25 per share. The closing price on May 15, 2024, was $2.10, however, with very little liquidity in trading.

Since, at the time of Maturity the Company was raising money on better terms than those contained in the short term loan, the Company could have simply repaid the short term loan in the normal way with proceeds from the issuance of a Series F note, however, since the investor purchasing the notes was also the lender due repayment of the short term loan, the Company and the debtor elected to extinguish the obligation under the short term loan by offsetting the amount due under the short term loan with the amount payable under the May 15, 2024 Series F note.

In the extinguishment of the short-term loan, the Company recognized neither loss/gain since the principal was converted on the day the loan matured.

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As

of June 30, 2024, the Company had ten outstanding loans with an aggregate value of $965,000. Each of these loans is repayable in one year and pays 10% interest annually in arrears. The Company contracted two conventional loans during the six months ending June 30, 2024, with an aggregate value of $20,000. Each of these loans is repayable in one year and pays 10% interest annually at maturity, however, no conventional loans were contracted during the three months ending June 30, 2024.

During

the three months ended June 30, 2024, the Company recognized interest expense on its loans and convertible notes of $42,070, as compared to $19,201 for the same period ended June 30, 2023. The total recognized interest expense for the six months ending June 30, 2024, was $78,897 compared to the $40,521 of interest recognized for the same period in 2023.

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, seven Directors, Officers and employees, including full time consultants, were owed a total of $2,391,248 for salaries, remuneration and expenses. Of this $389,416 is owed to the two Directors who are also the senior officers of the Company (“Senior Managers”).

On June 30, 2024, the following Senior Managers were owed the following amounts:

SCHEDULE

OF AMOUNT OWED BY DIRECTORS AND OFFICERS

Name	Title	Amount owing ()	Accumulated Leave ()	Total Liability ()
Benton Wilcoxon	Director, CEO
John Michael Johnson	Director, President & CFO
Total Liability:

All values are in US Dollars.

Under the terms of the Debt Extension Agreements concluded

between the Senior Managers and a further five other employees and consultants the outstanding debt to such persons may be converted under certain terms. In particular, such debt might be converted into shares at the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date conversion or at the price that is five percent (5%) lower than the price reported to the SEC as an offering of shares to the market. In such event, the Company would be significantly diluted by the issuance of compensating shares. On June 30, 2024, the average 5-day trading price of the Company’s shares was $2.25. If all the outstanding debt as of June 30, 2024, were to be converted at this price this would result in the issuance of 1,062,777 shares. If such option had been exercised on September 10, 2025 when the average 5-day trading price was $5.62 the number of shares to be issued would amount to 425,489 shares.

On April 4, 2024, the Company entered into a loan agreement with a third-party engineering and technology development company (“ETD Co”). This US based corporation was, prior to the negotiation and signature of the loan agreement, previously owned and managed by a former officer of the Company (who resigned from the Company on February 22, 2024) and one of its other senior employees. Neither of these two related parties had any involvement in negotiation, execution or subsequent business related to the loan or the relationship between the ETD Co and the Company after April 1, 2024.

Since May 4, 2022, ETD Co had sought to invest into the Company by purchasing its convertible notes and shares, however, these proposals were dependent on ETD Co raising funds for its own operations. In raising funds, ETD Co was using the services of a third-party financial expert (the “Financial Consultant”) however, ETD Co was never successful in closing on this finance so no investment was ever made in the Company. In addition, ETD Co proposed introducing the Company to complimentary technologies that might benefit the Company, however, the Company did not pursue any of these introductions or proposals and no funds were ever paid to ETC Co by the Company for this purpose. On April 1, 2024, the Financial Consultant acquired the entire ownership interest in and to the ETD Co and its business including its relationship with the Company. Since the date of the sale neither related party had any further involvement of any kind in its ownership or business, in particular neither related party mentioned in connection with ETD Co had any further involvement with ETD Co and in particular in relation to the proposal, negotiation, execution or operation loan agreement dated on April 4, 2024, this being carried on by the Financial Consultant independently in connection with proposals to provide funding to the Company.

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NOTE

9 – VALUE OF FINANCIAL INSTRUMENTS

As

of June 30, 2024, the Company holds certain shares in the AIM publicly traded company Clontarf Energy plc. These shares were acquired on May 31, 2023, when the market price for such shares on AIM was GBP 0.00085. The table below sets forth the fair market value of the shareholding based on the closing price for the shares on the AIM market. As of June 30, 2024, the market price for Clontarf shares was GBP 0.0007, putting the Fair Value of the Investment at $85,560.

The

Company recognized a loss of $15,965 on the shareholding when measured against the market price on the AIM market on the date of the acquisition of the shareholding.

From the acquisition Date to period cover June 30, 2024, the fair market value (FMV) of the shareholding was reported as follows:

SCHEDULE

OF SHAREHOLDING MEASURED AGAINST THE MARKET PRICE

	Date
Acquisition Date	31-May-23	96,250,000	0.00085	1.24095
Period End	30-June-24	96,250,000	0.00070	1.26990
Unrealized (Loss)					)

All values are in British Pounds.

For the six month period from January to June 2024, the FMV was reported as follows:

	Date
Year End, FMV	31-December-23	96,250,000	0.00053	1.2731
Period End	30-June-24	96,250,000	0.00070	1.26990
Unrealized Gain

All values are in British Pounds.

NOTE

10 – STOCKHOLDERS’ EQUITY (DEFICIT)

The

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

On

June 30, 2024, there were 28,546,834 shares of common stock outstanding.

During the six months ended June 30, 2024, the Company issued no shares of common stock.

On

May 29, 2024, the Company Board of Directors agreed to the issuance of a total of 20,000 newly authorized preferred stock in a class identified as Class “A” Preferred Stock. Ten thousand (10,000) Class “A” Preferred Stock were subscribed by John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, with the additional ten thousand (10,000) Class “A” Preferred Stock being subscribed for and on behalf of the Board of Directors of the Company to utilize as the Board sees fit in the best interest of the Company. These shares were to be issued at par value of $20 and subscription agreements were duly concluded, however, since the subscriptions were never paid, the offer to subscribe was withdrawn.

Each

share of Class A Preferred Stock subscribed on May 29, 2024 ranks senior to all Common Stock and any other class of securities that is specifically designated as junior to Class A Preferred Stock. Each Share of Class A Preferred Stock shall be convertible at any time by the holder thereof into 250 shares of Common Stock, however, any Series A Preferred Stock remaining unconverted at 5:00 P.M., Las Vegas, Nevada time on January 1, 2026, shall be automatically converted into Two Hundred Fifty (250) shares of the Company’s Common Stock (par value $0.001). Each Share of Class A Preferred Stock shall be entitled to Five Hundred (500) votes on any matter on which any of the shareholders are required or permitted to vote. No dividends shall be paid on any Series “A” Preferred Stock.

As of June 30, 2025, no funds had been transferred to pay for the said subscriptions. As a result, on notice to the subscribers duly given,

the issuance of these 20,000 shares of Class ‘A’ shares of Preferred Stock was revoked for non-payment, and the entire Class “A” Preferred Stock series was cancelled

During the six months ended June 30, 2024, the Company issued no options under the Company’s 2021 Stock Incentive Plan (the “Plan”).

During the six months ended June 30, 2024, the Company none of the outstanding convertible debt of the Company was converted into shares of common stock.

NOTE

11 – SUBSEQUENT EVENTS

On June 30, 2025, the Board of Directors, noting that the subscription payments due to effect the issuance of the twenty thousand shares of Class A Preferred Stock payable in accordance with the subscription agreements entered into on May 29, 2024 had not been paid, and following notice duly given, cancelled the said subscriptions. In addition, at the same time the Board of Directors revoked and cancelled the entire series of Class A Preferred Stock.

On September 23, 2024 the Company’s Board of Directors elected to create a new class of preferred stock, identified as Class “F” Preferred Stock. Each share of Class “F” Preferred Stock ranks senior to all Common Stock and any other class of securities. The shares of Class “F” Preferred Stock are under no circumstances convertible into shares of Common Stock at any time and no dividends shall be paid on any Series “F” Preferred Stock. Each Share of Class “F” Preferred Stock shall be entitled to One Thousand (1,000) votes on any matter on which any of the shareholders are required or permitted to vote.

A

total of 20,000 shares of this Series F Preferred Stock was duly authorized. Ten thousand (10,000) Class “F” Preferred Stock was subscribed by John Michael Johnson, a director of the Company holding the senior management positions of President and CFO, and an additional ten thousand (10,000) Class “F” Preferred Stock was subscribed by the Board of Directors of the Company. No payment was made by either party for the said subscriptions to the Class “F” Preferred Stock. As a result, on June 30, 2025, the Board of Directors, noting that the subscription payments remained unpaid, elected to cancel the subscriptions. On the same date, the Board of Directors revoked and cancelled the entire series of Class F Preferred Stock.

During the period commencing on July 1, 2024 and ending with the date of the present Report, the Company financed its business through the issuance of 14 new convertible notes (Series F) with an aggregate principal face value of $1.066 million.

On September 13, 2025, two loans each with a principal amount of $125,000

and due to be repaid on the September 14, 2025 were extended with the new due date for both loans fixed as October 16, 2025.

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ITEM

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

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

Overview

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

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

Overviewof the Business

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

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

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

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

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

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

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

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Resultsof Operations

The following table summarizes the results of our operations during the three months ended June 30, 2024, and 2023, respectively:

	Three Months Ended
	June 30, <br>(not reviewed)
	2024			2023			Change
Revenues	$	-		$	-		$	-
Operating expenses		440,338			581,572			(141,234	)
Other (Income) expense		(56,959	)		(183,849	)		126,890
Net profit (loss)		(383,379	)		(397,723	)		14,344
Profit (Loss) per share of common stock		(0.01	)		(0.01	)		-

During the three months ended June 30, 2024, the principal focus of the Company was the finalization of the pilot plant engineering and construction in India together with the work in developing specific membranes for use with the Company’s technology. In addition, the Company was focused on seeking finance for its future and dealing with certain litigation issues. During this period, the Company incurred operating expenses of $440,338, a 25% reduction when compared to the same period in 2023. In contrast, Other Income fell from 183,849 to 56,959 leaving the resulting loss at broadly the same level: $383,379 (for 2024) to $397,723 (for 2023), a difference of only $14,344.

Since changes in the Company’s human resources and rental expense took place in the first quarter of 2024, the greatest reduction in operating expense between the second quarter of 2024 and the same period in 2023 was the reduction of $83,405 in salaries for both managers, employees and research and development personnel and the removal of the Illinois research facility expense reducing expense by an additional $13,228. For the remaining employees, the practice of allowing leave to be accumulated was also suspended resulting in a one-time reduction in employee benefit. In addition, the expenses of contractors and consultants were reduced slightly by $16,843 from the same period in 2023. All these measures were the result of efforts to reduce and rationalize running costs given the difficult financial situation of the Company.

Other significant reductions between the periods resulted from a reduction of $38,454 in intellectual property expense, and of $24,331 in marketing, entertainment and events. These reductions were offset by increases in expenses between the same period of 3-months ending June 30 between 2023 and 2024: in legal and auditing fees of $10,154; in interest payable on corporate loans of $22,868; as well as the addition of amortization expense amounting to $37,446 resulting from changes to the classification of the Company’s primary asset, its technology that necessitated amortization of the technology.

In general the significant efforts to reduce costs in 2024 were obscured in the comparison between the periods ending June 30 for years 2023 and 2024, since in the second quarter of 2023, the Company received shares in the publicly traded corporation Clontarf Energy plc worth, at the 2023 quarter end, $203,050. The receipt of additional shares from Clontarf will require completion of the polit plant and the ability to test Bolivian brines.

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,<br><br> <br>(not reviewed)
	2024			2023			Change
Revenues	$	-		$	-		$	-
Operating expenses		939,932			1,018,225			(78,293	)
Other (Income) expense		(145	)		(162,529	)		162,384
Net profit (loss)		(939,787	)		(855,696	)		(84,091	)
Profit (Loss) per share of common stock		(0.03	)		(0.03	)		-

The 6-month period ending 2024, continued the Company’s shift of operations out of the United States to India, with a decrease in operational costs and a reduction of employees offset by a greater use of consultants and contractors. With a majority of the critical staff resident outside the US and the lower costs of operating abroad, this made business sense. Management has been aware since the previous year that the development of the pilot plants would take longer and require considerably more funding if carried out in the US.

This is reflected in the Company’s operating expenses with the 6-month combined expenses for 2024 being $939,932 as compared to $1,018,225 for the same 6-month period of 2023, representing a small reduction of $78,293 between the periods. Much of the underlying picture of the Company’s finances is obscured by the one-off receipt of the Clontarf shares valued at $203,050 recorded as other income in 2023, while for the same period in 2024, only $14,560 of other income was recorded. As a result, the six months ending June 30, 2024, net loss increased by $84,091 over the same period in 2023.

The largest decrease in expenses during the first six months of 2024 when compared to the same period of 2023 was the reduction of $166,307 in salaries for both managers, employees and research and development personnel. This was partially offset by cancellation of leave benefit. In general, the workforce was restructured during this period with a shift to India to reduce overall costs. Intellectual property expenses were also lower in the six month comparison of 2023 over 2024, a reduction of $59,586, however, this tends to be cyclical and payments are dependent on patent work rather than as a predictable expense. The Company was successful in reducing the general operational overheads by small amounts to conserve cash.

The Company’s reliance on debt financing led to an increase in interest expense with $78,897 recorded for the six months ended 2024 as compared to $40,521 for the same period in 2023.

The introduction of the amortization of the Company’s iTDE Technology also resulted in the addition of $74,891 in expense for the six month period ending June 30, 2024 over the same period in 2023.

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.

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Liquidityand Capital Resources

As of June 30, 2024, we had total current assets of $616,895 and an accumulated deficit of $7,451,897.

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 is considered necessary to complete the pilot plants to enable the Company to move to the next stage of its marketing plan: to demonstrate the system and its extraction economics to potential users. The Company currently has several companies interested in evaluating the system using their brines and these tests will consume a considerable amount of time once the pilot plants are ready to process. Management considers it preferable to focus on this work, and this has led to an overall reduction in expenses prior to reengaging in other activities.

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

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

OffBalance 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.

CriticalAccounting Policies

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

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Item4 - Controls and Procedures

Disclosureof Controls and Procedures

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

Management’sReport 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.

Changesin 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

OTHER

INFORMATION

Item1 - Legal Proceedings

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

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

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

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

When the Company received notice from its transfer agent, Empire Stock Transfer Inc. (“Empire”) of Henderson, Nevada that, irrespective of the ongoing appeal of the Turnover Order and the fact that the shares covered by the Turnover Order were not the property of Sparkie Properties, L.L.C., Empire nevertheless advised the Company that it intended to issue the shares covered by the Turnover Order. The Company immediately terminated Empire as its transfer agent. This was done via an email and letter delivered on May 23, 2024, in which Empire acknowledged the receipt.

Although Empire no longer represented NEXT-ChemX Corporation, the Nevada public company, Empire promptly cancelled the shares owned by NEXT-ChemX Corporation, the closely held private corporation and issued 15,866,096 common shares in the public company divided into two certificates to NEXT-ChemX Corporation, a Texas corporation, Glenn A. Little, as Director and Receiver.

The Company and its attorneys believe the Turnover Order is illegal for reasons stated in a brief timely filed by attorneys for Benton Wilcoxon and NextMetals Ltd with the Texas Court of Appeals.

Item1A – Risk Factors

Not applicable.

Item2 - Unregistered Sale of Equity Securities and Use of Proceeds

None.

Item3 - Defaults upon Senior Securities

None

Item4 - Mine Safety Disclosures

Not applicable.

Item5 - Other Information

None

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ITEM

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/A.
104*	Inline<br> XBRL for the cover page of this Quarterly Report on Form 10-Q/A, 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> September 16, 2025	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/A 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: September 16, 2025	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/A 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: September 16, 2025	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/A for the period ended June 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Benton Wilcoxon, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q/A for the period ended June 30, 2024, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q/A for the period ended June 30, 2024, fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 16, 2025	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/A for the period ended June 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, J. Michael Johnson, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q/A for the period ended June 30, 2024, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q/A for the period ended June 30, 2024, fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 16, 2025	By:	/s/ J. Michael Johnson
---	---	---
		J. Michael Johnson
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)