MMEX 10-K
MMEX Resources Corp (MMEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from _______________ to _______________.
Commission file number
(Exact name of registrant as specified in charter) |
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(Address of principal executive offices, including zip code) |
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Securities registered under Section 12(g) of the Exchange Act: Class A Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
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☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at October 31, 2022 (the second quarter end date) was approximately $
As of July 14, 2023, there were
DOCUMENTS INCORPORATED BY REFERENCE: None
MMEX RESOURCES CORPORATION
TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K
YEAR ENDED APRIL 30, 2023
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PART I
Special Note Regarding Forward-Looking Statements
This Annual Report contains certain forward-looking statements. When used in this Annual Report or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “project,” “plan” or “continue,” and similar expressions are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.
The forward-looking statements in this Annual Report are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.
Item 1: Business
Company Information and Business Plan
MMEX Resources Corporation (“MMEX”) was formed as a Nevada corporation in 2005. The current management team lead an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed in 2010 and thereafter changed the Company’s name to MMEX Mining Corporation.
MMEX is focused on the development, financing, construction, and operation of clean fuels infrastructure projects powered by renewable energy. We have formed two operating sub-divisions of the Company - one sub-division to transition from legacy refining transportation fuels by producing them as ultra clean fuels with carbon capture or as stand-alone renewable or clean fuels projects, and the second sub-division which plans to produce green and/or blue hydrogen with the option of hydrogen conversion to ammonia or methanol. These two sub-divisions will be operating respectively as Clean Energy Global, LLC and Hydrogen Global, LLC. The planned projects are designed to be powered by solar and wind renewable energy.
Our portfolio contains the following pipeline of planned projects:
Clean Energy Global, LLC
Project 1: Pecos Clean Fuels & Transport, LLC -Ultra Clean Fuels Refining-Pecos County, Texas
We have teamed with Polaris Engineering to develop an ultra-clean transportation fuel, up to 11,600 barrel per day feedrate crude oil refining facility at our Pecos County, Texas site to produce 87° gasoline, ultra-low sulphur diesel and low-sulphur fuel oil, utilizing the Polaris Ultra FuelsTM patented concept, which removes over 95% emissions of a standard refinery. The planned carbon capture features of the project will be owned, financed, constructed, and operated by an independent third-party. The Ultra FuelsTM concept, with capex and technical details completed in the Front-End Load-2 (“FEL-2”) study, features small size facilities to take advantage of proximity to smaller markets and/or locate directly near crude oil production areas near the Company’s owned 126-acre site. Because equipment is fabricated in modular units and shipped to site, this allows for an 18-month project completion time and more rapid implementation than traditional facilities. The smaller size and footprint, as well as lower emissions, also allows for faster permitting which we obtained for this facility from the Texas Commission on Environmental Quality on February 18, 2022.
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Project 2: Arroyo Cabral, Cordoba Province Argentina Solar Power Project.
The Company along with its international partners have entered a proposal with EPEC, the local utility in Cordoba Province to build potentially the Arroyo Cabral 48 MWe solar park for local power demand following the Company’s completion of a confidential information memorandum and pre-feasibility study for the project completed in June 2021. The local utility, EPEC, has proposed a Build Own Transfer structure with EPEC contributing 15% of the project costs as an equity contribution. The financing of the project potentially is to be provided by the Company’s international partners and other third parties.
Hydrogen Global, LLC
Project 3: Hydrogen Global- Pecos County, Texas- Green Hydrogen Project
This planned project to utilize the proprietary electrolyzer technology of Siemens Energy, a major international technology provider to the Company, plans to convert water to hydrogen through electrolysis. The facility will utilize solar power, with the Company’s owned water supply to produce up to 55 tons of hydrogen production per day. The Company and Siemens have completed the Front-End Engineering and Design (“FEED”) study in April 2022, which outlines the capex of the electrolyzer complex on the Company’s 321-acre site. The Company is in discussions with several renewable power developers to become the technology provider for 160 MWe solar power component. In addition, the Company is in discussions with technology providers for the Ammonia and/or Methanol complex, for conversion of the hydrogen to ammonia or methanol to facilitate transportation of the finished product for the export market in either Europe or Asia and with international partners to provide turn-key mobility markets to include hydrogen fueling stations and buses utilizing hydrogen fuel cells. The potential markets would be the major metropolitan areas in the U.S. and Texas to include Austin, Dallas, Houston, and San Antonio.
Project 4: Hydrogen Global- Tierra del Fuego Province Argentina-Green Hydrogen Project
On April 28, 2022, the Province of Tierra del Fuego and the Company announced the potential joint development of a green hydrogen project in the Río Grande, Tierra del Fuego area powered by wind energy. The Company has signed an amendment with Siemens Energy to adapt the Green H2 electroylzer FEED Study completed for Pecos County to this Project. In addition, the Company has a preliminary understanding with Siemens Gamesa as the technology provider for the wind energy. The Company estimates the land requirement of up to 10,000 hectares for the wind farm and the Green H2 facilities. The Company is in discussions with the same technology provider for the Ammonia complex as for Pecos County. The potential market for the Ammonia is Europe or Asia and the project location is ideal for ocean borne shipping east or west.
Project 5: Hydrogen Global- Southern Coast of Peru-Green Hydrogen Project
The Company has entered advanced discussions with Peru’s principal electric power distribution company to develop potentially a Green Hydrogen project to produce up to 55 tons per day of hydrogen, requiring 160 MWe of constant and certified renewable power load. The Company plans to use its Siemens Energy Electrolyzer FEED template and adapt it for Peru. The Peru distribution company will also provide the land area as part of the transaction - approximately 5 hectares, by the sea to facilitate exports of green Hydrogen/Ammonia/Methanol to Asia and the U.S. West Coast. Peru’s mining industry with its use of heavy extraction and transportation equipment has significant market potential for the Company’s hydrogen production.
Project 6: Hydrogen Global- Pecos County, Texas-Blue Hydrogen Project
The Company is in planning discussions with a super major oil company (the “Super Major”) to develop a Blue Hydrogen project at the Company’s Pecos County, Texas site. The Project plans to utilize potentially a portion of the Super Major’s 2 billion cubic feet per day natural gas production and transportation from the area to produce hydrogen utilizing an autothermal reformer (“ATR”) technology, In turn, the hydrogen will be used in Siemens Energy turbines and generator sets to produce up to 70 MWe of electric power which are projected to utilize initially a 75% hydrogen-25% natural gas feed and moving to a 100% hydrogen feed, with the electric power to be purchased by the developer of a CO2 sequestration facility within the project area. The remainder of the hydrogen production is scheduled to be converted to ammonia and/or methanol. Solar and wind power will be utilized in the ATR and the Company is under discussions with the renewable power companies developing the Company’s other solar projects in the area. The planned carbon capture features of the project will be owned, financed, constructed, and operated by an independent third-party.
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Trans Permian H2Hub, the Port of Corpus Christi Hydrogen Hub and Department of Energy Funding
On September 22, 2022, The US Department of Energy Office of Clean Energy Demonstration (“DOE”) released its Funding Opportunity Announcement (FOA) to solicit Regional Clean Hydrogen Hubs (H2Hubs) under the Infrastructure Investment and Jobs Act (IIJA), also known as the Bipartisan Infrastructure Law ( BIL). The FOA stated, “This $8 billion effort will catalyze investment in the development of H2Hubs that demonstrate the production, processing, delivery, storage, and end-use of clean hydrogen, in support of the Biden Administration’s goal to achieve a carbon-free electric grid by 2035 and a net zero emissions economy by 2050.” The DOE will select six to 10 regional hydrogen hubs with a preferred DOE investment for each hub in the range of $500 million to $1 billion with 50% of the amount funded by outside sources.
The Company on November 5, 2022, announced the formation and the filing of its Concept Paper for the regional hub Trans Permian H2Hub, LLC and to apply for DOE funding. On December 27, 2022, the Company received the decision by the DOE to proceed to the formal application stage in April 2023. The DOE encouraged both the Port of Corpus Christi Horizons Clean Hydrogen Hub (HCH2) and Trans Permian (Trans Permian) H2Hub to submit full applications through the DOE Regional Clean Hydrogen Hubs Program. On February 7, 2023, the Port of Corpus Christi and Trans Permian announced the combination of the two Hydrogen hubs into a single application, for which the Port of Corpus Christi is the prime applicant. The final DOE application was filed April 5, 2023. The DOE has indicated that final decisions will be made in September 2023.
As a sub-applicant in the joint application, The Trans Permian H2Hub geography includes the Texas Permian Basin cities of San Antonio, San Angelo, Big Spring, Midland, Odessa, El Paso, Fort Stockton, Alpine, Presidio and Del Rio. The planned projects within the Trans Permian H2Hub include the MMEX projects for production of hydrogen from diverse feedstocks as well as mobility projects, including hydrogen fuel cell bus manufacturing, hydrogen re-fueling stations, municipal transit projects, and freight mobility projects.
There is no assurance that DOE will select the HCH2 application with Trans Permian as a sub applicant as a finalist.
Completion of the Company projects is dependent upon our obtaining the necessary capital for planning, construction, and start-up costs. There is no assurance that such financing can be obtained on favorable terms.
Regulation
Although we do not believe our planned blue hydrogen and green hydrogen projects will have any significant environmental or ecological impact, we will be subject to numerous environmental laws and regulations relating to the release of hazardous substances or solid wastes into the soil, groundwater, and surface water, and measures to control pollution of the environment. These laws generally regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous waste. They also require corrective action, including investigation and remediation, at a facility where such waste may have been released or disposed. There are risks of accidental releases into the environment associated with our operations, such as releases of crude oil or hazardous substances from our pipelines or storage facilities. To the extent an event is not covered by our insurance policies, accidental releases could subject us to substantial liabilities arising from environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, and fines or penalties for any related violations of environmental laws or regulations.
We expect to file with the Texas Commission on Environmental Quality (“TCEQ”) for construction and operation permits. We expect to employ carbon capture with the clean fuels and blue hydrogen facilities. We are studying the options for sequestration for the CO2 in the various saline formations under our sites, which will require permits from the EPA or the Texas Railroad Commission (which, we understand, is in the process of seeking primacy for sequestration permitting).
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Our planned operations may also be subject to the Department of Homeland Security’s Chemical Facility Anti-Terrorism Standards, which are designed to regulate the security of high-risk chemical facilities, and to the Transportation Security Administration’s Pipeline Security Guidelines and Transportation Worker Identification Credential program. If applicable, we will have to have an internal program of inspection designed to monitor and enforce compliance with all of these requirements, and we will need to develop a Facility Security Plan as required under the relevant law. We will also have to have in place procedures to monitor compliance with all applicable laws and regulations regarding the security of all our facilities.
Our planned operations will also be subject to the requirements of the Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. We may also become subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. We will take measures to ensure that our operations are in substantial compliance with OSHA requirements, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances.
Employees
As of April 30, 2023, we had no employees but rather to reduce costs our key management team is working under consulting agreements. We contract for all professional services when needed.
Legal Proceedings
See Item 3 of this Report.
Item 1A: Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 1B: Unresolved Staff Comments.
None.
Item 2: Properties
Our office address for mailing purposes is 3616 Far West Blvd. #117-321, Austin, Texas 78731. Our executive physical office is located at 3600 Dickinson, Fort Stockton, Texas, 79735 near the sites of our proposed clean fuels and hydrogen projects.
We own a total of approximately 1,043.25 acres in Pecos County, Texas that are the sites for our planned clean fuels and hydrogen projects.
Item 3: Legal Proceedings
The Company previously issued a convertible note dated February 25, 2023 (the “Sabby Note”) to Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”), which also holds the Company’s Series B Preferred Stock and substantial warrants to purchase shares of the Company’s common stock. On June 1, 2023, the Company was served notice that Sabby had filed a lawsuit in a New York Supreme Court, alleging breach of contract, fraud, and failure to maintain and deliver shares under the Sabby Note. Sabby is seeking monetary damages in an amount to be determined at trial, but not less than $226,875 plus interest and other damages under the Sabby Note, plus attorney’s fees and costs of the lawsuit. The Company filed its Original Answer on July, 1, 2023 pursuant to 22 New York Rules and Regulation 202.8 B, denying each and every material allegation contained in Plaintiff’s Complaint and demanded strict proof thereof. In its Original Answer, the Company reserves the right to amend its Answer to assert additional defenses, counterclaims and third-party claims, as may be required upon the completion of reasonable discovery and investigation.
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As a consequence of the Sabby Note acceleration, the Company’s obligations under other outstanding indebtedness may become accelerated pursuant to the event of default provisions thereunder. Some of these instruments are already past due and reflected as notes currently in default on the Company’s financial statements.
The Company does not have the cash resources to repay the Sabby Note or its other outstanding indebtedness and there is no assurance that it will be able to obtain sufficient capital to do so. The Company has disclosed that its ability to continue as a going concern should be considered in light of the problems, expenses and complications frequently encountered by entrance into established and emerging markets and the competitive environment in which it operates.
Item 4: Mine Safety Disclosures
Not Applicable.
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PART II
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Since April 10, 2018, our common stock has been listed on the OTC Pink under the symbol “MMEX”. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information. From November 2, 2017 through April 9, 2018, our Class A common stock was listed on the OTCQB and prior to November 2, 2017, our Class A common stock was quoted on the OTC Pink tier. The following table indicates the quarterly high and low bid price for our common stock for the fiscal years ending April 30, 2023 and 2022. Such inter-dealer quotations do not necessarily represent actual transactions and do not reflect retail mark-ups, mark-downs or commissions.
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Fiscal year ended April 30, 2022 |
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Quarter ended July 31, 2021 |
| $ | 17.00 |
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| $ | 1.00 |
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Quarter ended October 31, 2021 |
| $ | 1.10 |
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| $ | 0.48 |
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Quarter ended January 31, 2022 |
| $ | 0.59 |
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| $ | 0.13 |
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Quarter Ended April 30, 2022 |
| $ | 0.30 |
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| $ | 0.11 |
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Fiscal year ended April 30, 2023 |
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Quarter ended July 31, 2022 |
| $ | 0.160 |
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| $ | 0.0400 |
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Quarter ended October 31, 2022 |
| $ | 0.069 |
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| $ | 0.0211 |
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Quarter ended January 31, 2023 |
| $ | 0.039 |
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| $ | 0.0089 |
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Quarter Ended April 30, 2023 |
| $ | 0.011 |
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| $ | 0.0002 |
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On July 14, 2023, the closing bid price of our common stock as reported on the OTC Pink was $0.0004.
The number of holders of record of the Company’s common stock as of April 30, 2023 was 153 as reported by our transfer agent. This number does not include an undetermined number of stockholders whose stock is held in “street” or “nominee” name.
We have not declared or paid any cash or other dividends on our common stock to date for the last two (2) fiscal years and have no intention of doing so in the foreseeable future.
We did not repurchase any of our equity securities during the fourth quarter of fiscal 2023.
Recent Sales of Unregistered Securities not previously reported in the Company’s Form 10-Q
On March 13, 2023 the Company issued 25,078,369 shares of common stock in exchange for the conversion of 16 shares of Series B preferred stock.
On March 14, 2023 the Company issued 26,645,768 shares of common stock in exchange for the conversion of 17 shares of Series B preferred stock.
On March 16, 2023 the Company issued 28,213,166 shares of common stock in exchange for the conversion of 18 shares of Series B preferred stock.
On March 17, 2023 the Company issued 32,915,360 shares of common stock in exchange for the conversion of 21shares of Series B preferred stock.
On March 20, 2023 the Company issued 36,050,156 shares of common stock in exchange for the conversion of 23 shares of Series B preferred stock.
On March 27, 2023 the Company issued 40,752,351 shares of common stock in exchange for the conversion of 26 shares of Series B preferred stock.
On April 3, 2023 the Company issued 20,545,344 shares of common stock in exchange for the conversion of $4,767 in convertible debt.
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On April 5, 2023 the Company issued 47,413,793 shares of common stock in exchange for the conversion of 11 shares of Series B preferred stock.
On April 10, 2023 the Company issued 24,060,344 shares of common stock in exchange for the conversion of $4,884 in convertible debt.
On April 12, 2023 the Company issued 26,810,738 shares of common stock in exchange for the conversion of $5,443 in convertible debt.
On April 13, 2023 the Company issued 29,556,650 shares of common stock in exchange for the conversion of 7 shares of Series B preferred stock.
On April 18, 2023 the Company issued 4,926,108 shares of common stock in exchange for the conversion of 1 shares of Series B preferred stock.
On April 19, 2023 the Company issued 29,556,650 shares of common stock in exchange for the conversion of 6 shares of Series B preferred stock.
On April 21, 2023 the Company issued 29,556,650 shares of common stock in exchange for the conversion of 6 shares of Series B preferred stock.
On April 24, 2023 the Company issued 34,482,758 shares of common stock in exchange for the conversion of 7 shares of Series B preferred stock.
On April 25, 2023 the Company issued 19,704,433 shares of common stock in exchange for the conversion of 4 shares of Series B preferred stock.
On April 26, 2023 the Company issued 32,755,517 shares of common stock in exchange for the conversion of $3,800 in convertible debt.
On April 27, 2023 the Company issued 17,241,379 shares of common stock in exchange for the conversion of 2 shares of Series B preferred stock.
On April 28, 2023 the Company issued 34,482,759 shares of common stock in exchange for the conversion of 4 shares of Series B preferred stock.
On May 2, 2023 the Company issued 77,586,207 shares of common stock in exchange for the conversion of 9 shares of Series B preferred stock.
On May 4, 2023 the Company issued 86,206,897 shares of common stock in exchange for the conversion of 10 shares of Series B preferred stock.
On May 5, 2023 the Company issued 60,344,828 shares of common stock in exchange for the conversion of 7 shares of Series B preferred stock.
On May 5, 2023 the Company issued 34,482,759 shares of common stock in exchange for the conversion of 4 shares of Series B preferred stock.
On May 5, 2023 the Company issued 43,103,448 shares of common stock in exchange for the conversion of 5 shares of Series B preferred stock.
On May 5, 2023 the Company issued 41,822,068 shares of common stock in exchange for the conversion of $1,950 of principal and $206 of accrued interest associated with convertible debt, while incurring $270 in conversion fees.
On May 9, 2023 the Company issued 940,438,871 shares of common stock in exchange for the conversion of $60,000 in accrued related party liabilities.
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On May 9, 2023 the Company issued 141,065,831 shares of common stock in exchange for the conversion of $9,000 in accrued related party liabilities.
On May 12, 2023 the Company issued 232,098,433 shares of common stock in exchange for the conversion of $14,808 in accrued liabilities.
On May 12, 2023 the Company issued 636,588,339 shares of common stock in exchange for the conversion of $40,614 in accrued related party liabilities.
On May 12, 2023 the Company issued 141,065,831 shares of common stock in exchange for the conversion of $9,000 in accrued related party liabilities.
On May 12, 2023 the Company issued 163,931,787 shares of common stock in exchange for the conversion of $10,459 in accrued related party liabilities.
On May 12, 2023 the Company issued 910,958,934 shares of common stock in exchange for the conversion of $58,119 in accrued related party liabilities.
On May 15, 2023 the Company issued 47,021,944 shares of common stock in exchange for the conversion of $3,000 in accrued liabilities.
On May 16, 2023 the Company issued 214,886,551 shares of common stock in exchange for the conversion of $11,000 of principal and $1,193 of accrued interest associated with convertible debt, while incurring $270 in conversion fees.
Outstanding Equity Awards at Fiscal Year-End
Plan Category |
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
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| Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
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| Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities in Column (a) |
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Equity Compensation Plans Approved by Security Holders |
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| 0 |
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| 0 |
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| 0 |
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Equity Compensation Plans Not Approved by Security Holders |
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| 2,354,171 |
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| $ | 0.01 |
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| 0 |
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Total |
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| 2,354,171 |
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| $ | 0.01 |
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| 0 |
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Penny Stock
Our stock is considered to be a penny stock. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
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The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Item 6: [Reserved]
Not applicable
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Special Note Regarding Forward-Looking Statements and Business sections in this Annual Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
The following discussion and analysis constitutes forward-looking statements for purposes of the Securities Act and the Exchange Act and as such involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect”, “estimate”, “anticipate”, “predict”, “believes”, “plan”, “seek”, “objective” and similar expressions are intended to identify forward-looking statements or elsewhere in this report. Important factors that could cause our actual results, performance or achievement to differ materially from our expectations are discussed in detail in Item 1 above. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by such factors. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Notwithstanding the foregoing, we are not entitled to rely on the safe harbor for forward looking statements under 27A of the Securities Act or 21E of the Exchange Act as long as our stock is classified as a penny stock within the meaning of Rule 3a51-1 of the Exchange Act. A penny stock is generally defined to be any equity security that has a market price (as defined in Rule 3a51-1) of less than $5.00 per share, subject to certain exceptions.
The following discussion should be read in conjunction with the Consolidated Financial Statements, including the notes thereto.
Overview
Business Overview
Since 2016, the focus of our business has been to build crude oil distillation units and refining facilities (CDUs) in the Permian Basin in West Texas. We revised our business plan in 2021 to move MMEX to clean energy production, leveraging our history, management and business relationships from the traditional energy sector.
Since 2021 MMEX has expanded its focus to the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy. We have formed two operating sub-divisions of the Company - one sub-division to transition from legacy refining transportation fuels by producing them as ultra clean fuels with carbon capture or as stand-alone renewable or clean fuels projects, and the second sub-division which plans to produce green and/or blue hydrogen with the option for conversion of hydrogen to ammonia or methanol. These two sub-divisions will be operating respectively as Clean Energy Global, LLC and Hydrogen Global, LLC. The planned projects are designed to be powered by solar and wind renewable energy.
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Through April 30, 2023, we have had no revenues and have reported continuing losses from operations.
Results of Operations
We recorded a net loss of $4,513,882 or $(0.05) per share, for fiscal year ended April 30, 2023, compared to a net loss of $228,730 or $(0.02) per share, for the fiscal year ended April 30, 2022. As discussed below, the net income or loss for any fiscal year fluctuates materially due to non-operating gains and losses.
Revenues
We have not yet begun to generate revenues.
General and Administrative Expenses
Our general and administrative expenses increased $386,377 to $1,680,049 for the year ended April 30, 2023 from $1,293,672 for the year ended April 30, 2022. The increase resulted from higher professional fee costs, which included increased costs for consulting services.
Project Costs
Our project costs decreased $1,540,186 to $94,556 for the year ended April 30, 2023 from $1,637,742 for the year ended April 30, 2022. The levels of spending on our projects will vary from period to period based on availability of financing and will be expensed as project costs are incurred. During the year ended April 30, 2023, the decrease in project costs was because we did not have funding available to invest in our projects during the current year.
Depreciation and Amortization Expense
Our depreciation and amortization expenses increased $517 to $36,394 for the year ended April 30, 2023 from $35,877 for the year ended April 30, 2022. The expense results from the depreciation of land improvements and amortization of land easements.
Other Income (Expense)
Our interest expense decreased $282,891 to $234,893 for the year ended April 30, 2023 from $517,784 for the year ended April 30, 2022. Despite having entered into new convertible debt agreements in the last few months of the year, the decrease in interest expense is attributed to debt being paid off, converted into shares of common stock and more favorable interest rates than in prior years.
For the years ended April 30, 2023 and 2022, we reported gains on derivative liabilities of $0 and 3,010,042, respectively. In a series of subscription agreements, we issued warrants in prior years that contained certain anti-dilution provisions that we have identified as derivatives. We also identified the variable conversion feature of certain convertible notes payable as derivatives. We estimated the fair value of the derivatives using multinomial lattice models that value the warrants based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. During the year ended April 30, 2022 all derivative liabilities were written off the books, resulting in a large gain in the prior year.
We reported a gain on extinguishment of debt of $66,413 for the year ended April 30, 2023 compared to a gain on extinguishment of debt of $243,303 for the year ended April 30, 2022. The gain on extinguishment of debt generally results from the settlement and extinguishment of convertible notes payable and certain accounts payable and accrued expenses and can fluctuate over time as we are able to settle or pay off debt.
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Net Income (Loss)
As a result of the above, we reported net losses of $1,979,480 and $228,730 for the years ended April 30, 2023 and 2022, respectively.
Deemed Dividend
Effective June 7, 2022 we reduced the conversion price of our Series B preferred stock from $0.10 to $0.05. This resulted in the recognition of a deemed dividend of $2,534,402 during the year ended April 30, 2023 in order to account for the change in fair value of the Series B preferred stock.
Net Income (Loss) Attributable to Common Shareholders
As a result of the deemed dividend, our net loss attributed to common shareholders was $4,513,882 for the year ended April 30, 2023. We had no similar activity during the year ended April 30, 2022, therefore net loss attributed to the Company was the same as net loss of $228,730.
Liquidity and Capital Resources
Working Capital
As of April 30, 2023, we had current assets of $34,363, comprised of cash of $10,363 and prepaid expenses and other current assets of $24,000, and current liabilities of $3,977,489, resulting in a working capital deficit of $3,943,126.
Sources and Uses of Cash
Our sources and uses of cash for the years ended April 30, 2023 and 2022 were as follows:
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| 2023 |
|
| 2022 |
| ||
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Cash, Beginning of Year |
| $ | 136,867 |
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| $ | 330,449 |
|
Net Cash Used in Operating Activities |
|
| (682,004 | ) |
|
| (3,402,572 | ) |
Net Cash Used in Investing Activities |
|
| - |
|
|
| (677,905 | ) |
Net Cash Provided by Financing Activities |
|
| 555,500 |
|
|
| 3,886,895 |
|
|
|
|
|
|
|
|
|
|
Cash, End of Year |
| $ | 10,363 |
|
| $ | 136,867 |
|
We used net cash of $682,004 in operating activities for the year ended April 30, 2023 as a result of our net loss of $1,979,480, our non-cash gains of $66,412, our increase in accounts payable of $94,075, and our increase in accounts payable and accrued expenses - related parties of $198,488, our increase in accrued expenses of $409,939, partially offset by non-cash expenses totaling $638,053 and our decrease in prepaid expenses and other current assets of $23,333.
In comparison, we used net cash of $3,402,572 in operating activities for the year ended April 30, 2022 as a result of our net loss of $228,730, our non-cash gains of $3,253,345, our increase in prepaid expenses and other current assets of $9,440, our increase in accounts payable of $116,276, and our increase in accounts payable and accrued expenses - related parties of $156,064, partially offset by non-cash expenses totaling $279,887, a decrease in our deposit of $900, and an increase in accrued expenses of $80,496.
Net cash used in investing activities was $0 and $677,905 for the years ended April 30, 2023 and 2022, respectively, comprised on the purchase of property and equipment.
Net cash provided by financing activities was $555,500 for the year ended April 30, 2023, comprised of proceeds from notes payable of $15,000, proceeds from convertible notes payable of $552,500, and proceeds from the sale of common of $41,209, partially offset by repayments of convertible notes payable of $41,209, and the payment of $12,000 in offering costs.
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By comparison, net cash provided by financing activities was $3,886,895 for the year ended April 30, 2022, comprised of proceeds from notes payable of $352,500, proceeds from convertible notes payable of $233,500, proceeds from the sale of common and series B preferred stock and warrants of $4,500,000, and proceeds from warrant exercise of $73, partially offset by repayments of notes payable of $388,048, repayments of convertible notes payable of $255,331, and the payment of $555,799 in offering costs.
Going Concern Uncertainty
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $72,727,305 and a total stockholders’ deficit of $2,865,323 at April 30, 2023, and have reported negative cash flows from operations since inception. In addition, as of April 30, 2023 we did not have the cash resources to meet our operating commitments for the next twelve months. We require capital investments to implement our business plan, including the development of our planned hydrogen projects. Additionally, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which we operate.
We expect to continue to seek additional funding through private or public equity and debt financing. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will be able to continue as a going concern for a reasonable period of time.
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For further information on our significant accounting policies see the notes to our consolidated financial statements included in this Annual Report. There were no material changes to our significant accounting policies during the year ended April 30, 2023 and there are no policies we deem to be critical accounting policies.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this item.
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Item 8: Financial Statements and Supplementary Data
The following financial statements are being filed with this report and are located immediately following the signature page.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of April 30, 2023 and 2022
Consolidated Statements of Operations for the years ended April 30, 2023 and 2022
Consolidated Statements of Stockholders’ Deficit for the years ended April 30, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended April 30, 2023 and 2022
Notes to Consolidated Financial Statements
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes in or disagreements with our accountants on accounting and financial disclosures.
Item 9A(T): Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of April 30, 2023, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on our evaluation, management concluded that we maintained effective internal control over financial reporting as of April 30, 2023, based on the COSO framework criteria. Management believes our processes and controls are sufficient to ensure the consolidated financial statements included in this Form 10-K were fairly stated in accordance with U.S. GAAP.
Changes in Internal Control Over Financial Reporting
Management has made changes to the Company’s internal control over financial reporting through the date of this report and/or through the quarter ended April 30, 2023, that materially affected the Company’s internal control over financial reporting. Specifically, management increased its accounting personnel and made numerous changes to its accounting processes which resulted in a segregation of duties and the implementation of reviews and monitoring activities which have added controls into the accounting processes and improved our financial reporting. Additionally, management established a formal written policy for the approval, identification, and authorization of related party transactions.
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Limitations on Effectiveness of Controls and Procedures
Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Independent Registered Accountant’s Internal Control Attestation
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Item 9B. Other Information
None.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The Board of Directors currently consists of two persons. Directors serve until the next annual meeting and until their successors are elected and qualified. The following table sets forth information about our directors and executive officers:
Name |
| Age |
|
| Office |
| Year First Elected Director | ||
|
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| ||
Jack W. Hanks |
|
| 76 |
|
| Director, Chief Executive Officer, President and Chief Financial Officer |
| 2010 | |
Bruce N. Lemons |
|
| 68 |
|
| Director |
| 2010 | |
________________________
Mr. Hanks has served as Director, Chief Executive Officer and President of the Company since the merger of Maple Carpenter Creek, LLC with the Company in September 2010. Mr. Hanks founded Maple Resources Corporation in 1986 and has been President or Chairman of the Board of Maple Resources since its inception. Mr. Hanks has also been the Executive Chairman of Maple Energy plc, a publicly listed company on the London Stock Exchange AIM and the Lima Bolsa. Prior to founding Maple Resources Corporation, Mr. Hanks was a partner in the Washington D.C. office of the law firm of Akin Gump Strauss Hauer & Feld LLP. Mr. Hanks graduated from the University of Texas at Austin with a law degree in 1971 and a petroleum land management degree in 1968. We believe that Mr. Hanks’ business, finance and management experience qualifies him to serve as a member of our board of directors.
Mr. Lemons has been a practicing lawyer in the mineral area for over 25 years. He has been a private investor in oil and gas and coal projects in the last several years, including in Maple Carpenter Creek, LLC and Maple Energy, plc and predecessor entities. Since 2002, Mr. Lemons has served as a director of Ansen, an electronics manufacturing company based in upstate New York. Mr. Lemons was a partner in the law firms of Holme Roberts & Owen and in Holland & Hart. Mr. Lemons graduated law school from Brigham Young University in 1980, where he was a member of law review, and holds undergraduate degrees in Economics and Political Science from Utah State University. We believe that Mr. Lemons’ business, finance and management experience qualifies him to serve as a member of our board of directors.
We are not aware of any “family relationships” (as defined in Item 401(d) of Regulation S-K promulgated by the SEC) among directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.
The Board of Directors has determined that neither director is “independent” as such term is defined by the listing standards of Nasdaq and the rules of the SEC. Mr. Lemons is not “independent” due to his significant beneficial ownership of our common stock. Mr. Hanks is not “independent” due to his significant beneficial ownership of our common stock and his role as an executive officer of the Company.
Audit, Nominating and Compensation Committees
Because we are not listed on a securities exchange, we are not required to establish audit, nominating or compensation committees of the Board of Directors and we have not done so. In the event we elect to seek listing on a securities exchange, we will meet the corporate governance requirements imposed by a national securities exchange, including the appointment of an audit committee, nominating committee and compensation committee, the adoption of charters for each such committee and the appointment of independent directors to such committees as required by the requirements of such securities exchange.
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Compensation of Directors
We do not currently pay any compensation to our directors, but we pay their expenses to attend our board meetings. During the fiscal year ended April 30, 2023, no director expenses were incurred.
No option awards were granted to our non-executive directors during the year ended April 30, 2023. There were no stock option awards outstanding at April 30, 2023 to our non-executive directors.
Item 11. Executive Compensation
The following table sets forth the compensation paid or earned by our executive officers during the fiscal years ended April 30, 2023 and 2022.
Summary Compensation Table
Name and Principal Position |
| Year |
| Salary |
|
| Bonus |
|
| Stock Awards |
|
| Option Awards |
|
| Non-Equity Incentive Plan Compensation |
|
| All Other Compensation |
|
| Total |
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| |||||||
Jack W. Hanks |
| 2023 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
Chief Executive Officer, President and Chief Financial Officer (1) |
| 2022 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| (1) | Mr. Hanks has served as Chief Executive Officer since September 21, 2010. |
There are no employment agreements in place and no severance benefits are currently in place. During the years ended April 30, 2023 and 2022, we incurred consulting fees and expense reimbursement related to business development, financing and other corporate activities to Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, totaling $315,386 and $240,800, respectively. Amounts included in accrued expenses - related parties due to Maple Resources totaled $184,776 and $40,000 as of April 30, 2023 and 2022, respectively.
Outstanding Equity Awards at Fiscal Year-End
During the year ended April 30, 2023 we did not grant any stock awards. At April 30, 2023, we had no outstanding stock options or other equity awards issued to our executive officers.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth as of July 14, 2023, the name and number of shares of the Company’s common stock beneficially owned by (i) each of the directors and named executive officers of the Company, (ii) beneficial owners of 5% or more of our common stock; and (iii) all the officers and directors as a group. Pursuant to the rules and regulations of the SEC, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table.
SEC rules provide that, for purposes hereof, a person is considered the “beneficial owner” of shares with respect to which the person, directly or indirectly, has or shares the voting or investment power, irrespective of his/her/its economic interest in the shares. Unless otherwise noted, each person identified possesses sole voting and investment power over the shares listed, subject to community property laws.
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The percentages in the table below are based on 4,541,221,023 shares of common stock outstanding on July 14, 2023. Shares of common stock subject to options and warrants that are exercisable within 60 days of July 14, 2023 are deemed beneficially owned by the person holding such options for the purposes of calculating the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage of any other person.
Name and Address of Beneficial Owners (1) |
| Shares |
|
| Percentage Ownership of Class |
|
| Voting Power (5) |
| |||
Jack W. Hanks (2)(5) |
|
| 964,551,270 |
|
|
| 21.23 | % |
|
| 60.84 | % |
Bruce N. Lemons (3) |
|
| 154,461,161 |
|
|
| 3.29 | % |
|
| 0.01 | % |
Nabil Katabi (4) |
|
| 1,077,673,060 |
|
|
| 23.72 | % |
|
| 10.21 | % |
Leslie Hanks (6) |
|
| 637,750,085 |
|
|
| 14.04 | % |
|
| 6.88 | % |
Patrick Doheny (7) |
|
| 298,025,357 |
|
|
| 6.56 | % |
|
| 1.52 | % |
Robyn Watson (8) |
|
| 238,039,241 |
|
|
| 5.24 | % |
|
| 0.03 | % |
Rodger Horton (9) |
|
| 232,108,303 |
|
|
| 5.11 | % |
|
| 2.50 | % |
Alexis Hanks (10) |
|
| 227,926,297 |
|
|
| 5.02 | % |
|
| 1.78 | % |
All directors and officers as a group (two persons) |
|
| 1,119,012,431 |
|
|
| 23.57 | % |
|
| 60.85 | % |
_______________
(1) | Unless otherwise noted, the business address for each of the individuals set forth in the table is c/o MMEX Resources Corporation, 3600 Dickinson, Fort Stockton, Texas 79735. |
(2) | Common shares for Mr. Hanks include: (i) 43 shares held by The Maple Gas Corporation, (ii) 136 shares held by Maple Structure Holdings, LLC, (iii) 911,511,091 shares held by Maple Resources Corporation and (iv) 53,000,000 shares issuable upon the exercise of outstanding warrants. This number excludes 637,750,085 shares owned by Leslie Doheny Hanks, the wife of Mr. Hanks, as to which Mr. Hanks disclaims any beneficial ownership [see also note (6)]. |
(3) | Common shares for Mr. Lemons include: (i) 1,147,645 shares held by BNL Family Trust (ii) 36 shares held by AAM Investments, LLC, and (iii) 153,313,480 shares issuable upon the exercise of outstanding warrants. Mr. Lemons and his family are the beneficiaries of BNL Family Trust. AAM Investments, LLC is indirectly owned by BNL Family Trust, a trust established for the benefit of Mr. Lemons and his family. |
(4) | Common shares for Mr. Katabi include: (i) 946,303,154 shares held personally and (ii) 131,369,906 shares issuable upon the exercise of outstanding warrants. |
(5) | The holders of Series A Preferred Stock have 51% of the voting power of the outstanding shares of capital stock of the Company and this amount represents common stock ownership as of July 7, 2023 and does not take into account any shares of common stock subject to any exercises of options or warrants. |
(6) | Common shares for Leslie Hanks include: (i) 1,161,746 shares held personally and (ii) 636,588,339 shares held by Ha’pu Wear, LLC. |
(7) | Common shares for Patrick Dohney include: (i) 219,714 shares held personally (ii) 141,065,831 shares held by Lake of Silver, LLC, and (iii) 156,739,812 shares issuable upon the exercise of outstanding warrants in the name of Lake of Silver, LLC. |
(8) | Common shares for Robyn Watson include: (i) 2,929,523 shares held personally and (ii) 235,109,718 shares issuable upon the exercise of outstanding warrants in the name of Poppy, LLC. |
(9) | Common shares for Rodger Horton include: (i) 9,870 shares held personally and (ii) 232,098,433 shares held by Shea Transportion Consulting, LLC. |
(10) | Common shares for Alexis Hanks include: (i) 1,298,585 shares held personally (ii) 163,931,787 shares held by Alpenglow, LLC, and (iii) 62,695,925 shares issuable upon the exercise of outstanding warrants in the name of Alpenglow, LLC. |
Item 13. Certain Relationships and Related Transactions and Director Independence
Unless otherwise indicated, the terms of the following transactions between related parties were not determined as a result of arm’s length negotiations.
Contractual Agreements
Accounts payable and accrued expenses to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled $465,703 and $76,770 as of April 30, 2023 and 2022, respectively.
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Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to business development, financing and other corporate activities. Effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $20,000. During the year ended April 30, 2023, we incurred consulting fees and expense reimbursement to Maple Resources totaling $255,386 and we made repayments to Maple Resources of $174,695, resulting in $100,691 still owed as of April 30, 2023. During the year ended April 30, 2022, we incurred consulting fees and expense reimbursement to Maple Resources totaling $240,800 and we made repayments to Maple Resources of $245,899, resulting in $20,000 still owed as of April 30, 2022.
In addition, the consulting agreement provides for the issuance to Maple Resources of shares of our common stock each month with a value of $5,000, with the number of shares issued based on the average closing price of the stock during the prior month. During the year ended April 30, 2023, we recorded $60,000 for accrued consulting fees and we issued no shares for payment, therefore $80,000 was owed as of April 30, 2023. During the year ended April 30, 2022 we made a cash payment of $110,000 and we issued 39,355 shares of our common stock to extinguish $20,000 owed under the consulting agreement, therefore $20,000 was owed as of April 30, 2022.
During the year ended April 30, 2023, Maple Resources made advances of $9,410 to assist the Company with cash flow challenges, and we made repayments of $5,500 to Maple Resources resulting in $3,910 still owed as of April 30, 2023.
Amounts included in accounts payable and accrued expenses - related parties due to Maple Resources totaled $184,776 ($45,000 payable in stock) and $40,000 ($20,000 payable in stock) as of April 30, 2023 and 2022, respectively, which was inclusive of accrued interest due under the convertible notes described below.
During the year ended April 30, 2023, Jack Hanks, our President and CEO, made advances of $2,190 to assist the Company with cash flows challenges, therefore the amount was included in accounts payable and accrued expenses - related parties as of April 30, 2023.
Effective October 1, 2018, we entered into a consulting agreement with Leslie Doheny-Hanks, the wife of our President and CEO, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. The related party consultant provides certain administrative and accounting services and is reimbursed for expenses paid on behalf of the Company. During the year ended April 30, 2023 we recorded $30,000 for the amount payable in stock under the consulting agreement and recorded expense reimbursements owed to Mrs. Hanks of $98,246. In addition, Mrs. Hanks made advances of $5,550 to assist with cash flow challenges and was still owed and included in accounts payable and accrued expenses - related parties as of April 30, 2023. During the year ended April 30, 2022 we made repayments of $42,003 for reimbursable expenses. Amounts included in accounts payable and accrued expenses - related parties due to Mrs. Hanks totaled $128,246 ($30,000 payable in stock) and $17,264 ($10,000 payable in stock) as of April 30, 2023 and 2022, respectively.
Effective February 1, 2021 the Company entered into consulting agreements with three children of our President and CEO, which were amended as of December 31, 2021 to continue on a month-to-month basis. During the year ended April 30, 223 we incurred $106,112 for fees and expenses reimbursements to the children and paid $69,215. During the year ended April 30, 2022 we incurred $117,225 for fees and expense reimbursements to the children and paid $199,225. Amounts included in accounts payable and accrued expenses - related parties due to the children totaled $45,397 and $8,500 as of April 30, 2023 and 2022, respectively.
Effective September 1, 2021, we entered into a consulting agreement with BNL Family Trust, a related party to Bruce Lemons, Director, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. During the year ended April 30, 2023 and 2022, we recorded $30,000 and $20,000, respectively for the amount payable in stock under the consulting agreement and in March 2022 we issued 19,677 shares of our common stock to extinguish $10,000 owed under the consulting agreement, therefore $40,000 was still owed and included in accounts payable and accrued expenses - related parties as of April 30, 2023. In addition, BNL Family Trust made advances of $1,006 to assist with cash flow challenges and we issued stock to repay the amount during the year ended April 30, 2023 (see Equity Activity - Related Parties below). Amounts included in accounts payable and accrued expenses - related parties due to BNL Family Trust totaled $40,000 (all payable in stock) and $11,006 ($10,000 payable in stock) as of April 30, 2023 and 2022, respectively.
| 20 |
| Table of Contents |
Effective November 1, 2020, we entered into a consulting agreement with Nabil Katabi, a shareholder of more than ten percent, to provide for monthly consulting fees of $10,000 and to issue shares of our common stock each month with a value of $2,000, with the number of shares issues based on the average closing price of the stock during the prior month. During the years ended April 30, 2023 and 2022, we recorded $120,000 ($24,000 payable in stock). Amounts included in accounts payable and accrued expenses - related parties due to Nabil Katabi totaled $97,885 and $13,602 as of April 30, 2023 and 2022, respectively.
Convertible Notes Payable - Related Parties
Convertible notes payable - related parties consist of the following at April 30:
|
| 2023 |
|
| 2022 |
| ||
Convertible note payable with Maple Resources Corporation, matures on February 25, 2024, with interest at 5%, convertible into common shares of the Company [1] |
| $ | 20,000 |
|
| $ | - |
|
Less discount |
|
| - |
|
|
| - |
|
Total |
| $ | 20,000 |
|
| $ | - |
|
| [1] | This convertible note was entered into on February 25, 2023 in exchange for cash of $20,000 and is convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. During the year ended April 30, 2023 the Company recorded interest expense of $175. As of April 30, 2023 and 2022 accrued interest on the convertible note was $175 and $0, respectively. |
Equity Activity - Related Parties
During the year ended April 30, 2023 the Company issued 91,414 shares of common stock to BNL Family Trust to repay advances of $1,006 (see Note 8).
During the year ended April 30, 2023 the Company granted 3,000,000 warrants each to Maple Resources, BNL Family Trust, and Nabil Katabi, therefore recognized $495,000 in stock-based compensation based on the grant date fair value (see Note 8).
Item 14: Principal Accounting Fees and Services
Our independent auditors, M&K CPAs, PLLC (“M&K”), have no direct or indirect interest in the Company and have been the Company’s Independent Registered Public Accounting Firm since 2009. The following table sets forth the fees billed and estimated fees for professional audit services provided by such firm for the fiscal years ended April 30, 2023 and 2022:
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Audit Fees (a) |
| $ | 27,750 |
|
| $ | 25,100 |
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees (b) |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Tax Fees (c) |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
All Other Fees |
| $ | - |
|
| $ | - |
|
(a) | Includes fees for services related to the audits of our annual financial statements and the reviews of our interim financial statements and assistance with SEC filings. |
(b) | Includes fees for services related to transaction due diligence and consultations with respect to compliance with Section 404 of the Sarbanes-Oxley Act. |
(c) | Includes fees for services related to tax compliance, preparation and planning services (including U.S. federal, state and local returns) and tax examination assistance. |
| 21 |
| Table of Contents |
Our Board of Directors established a policy whereby the outside auditors are required to seek pre-approval on an annual basis of all audit, audit-related, tax and other services by providing a prior description of the services to be performed. For the year ended April 30, 2023, 100% of all audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by M&K was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
Item 15: Exhibits
(a) (3) Exhibits
________
* | Filed herewith. |
(1) | Filed as exhibit to Report on Form 8-K filed on April 3, 2017. |
(2) | Filed as exhibit to Report on Form 10-K filed on August 11, 2011. |
(3) | See Note 1 to Financial Statements. |
(4) | Filed as exhibit to 14C information statement on March 27, 2023 |
(5) | Filed as exhibit to Report on Form 10-K filed on July 29, 2021 |
(6) | Filed as exhibit to Report on Form 10-Q filed on March 12, 2019 |
(7) | Filed as exhibit to Report on Form 8-K filed on March 10, 2017. |
(8) | Filed as exhibit to Report on Form 10-K filed on July 26, 2019. |
(9) | Filed as exhibit to Report on Form 8-K filed on August 2, 2019. |
(10) | Filed as exhibit to Report on Form 10-K filed on August 13, 2020 |
(11) | Filed as exhibit to Report on Form 10-Q filed on March 15, 2021 |
(12) | Filed as exhibit to Report on Form 8-K filed on July 19, 2021 |
(13) | Filed as exhibit to Report on Form 10Q filed on September 14, 2022 |
| 22 |
| Table of Contents |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned thereto duly authorized.
| MMEX Resources Corporation (Registrant) | ||
|
|
|
|
Date: July 17, 2023 | By: | /s/ Jack W. Hanks | |
|
| Jack W. Hanks, Chairman |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE |
| TITLE |
| DATE |
/s/ Jack W. Hanks | Chairman and Chief Executive Officer | July 17, 2023 | ||
Jack W. Hanks | (Principal Executive Officer) President. Chief Financial Officer and Director | |||
|
| (Principal Financial and Accounting Officer) |
|
|
|
|
|
| |
/s/ Bruce N. Lemons | Director | July 17, 2023 | ||
Bruce N. Lemons |
| 23 |
| Table of Contents |
MMEX RESOURCES CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
MMEX Resources Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of MMEX Resources Corporation (the Company) as of April 30, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended April 30, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2023 in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the company suffered a net loss for the year ended April 30, 2023 and had a working capital deficit and a stockholders’ deficit as of April 30, 2022, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB .
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
| F-2 |
| Table of Contents |
Capital Stock and Other Equity Accounts
As discussed in Note 8, during the year ended April 30, 2023 the Company issued warrants to third parties. Auditing management’s calculation of the fair value of the warrants issued can be a significant judgment given the fact that the Company uses management estimates on various inputs to the calculations.
To test the valuation of the warrants, we evaluated management’s significant judgments and estimates. Significant judgements and estimates related to the valuation of the warrants include fair valuing of warrants which involve significant estimates of volatility, grant terms, risk-free rates and the use of historical trading data. We evaluated management’s conclusions regarding their fair values and reviewed support for the significant inputs used in the valuation model, as well as assessing the model for reasonableness. In addition, we evaluated the Company’s disclosure in relation to this matter included in Note 8 to the consolidated financial statements.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2013
July 17, 2023
PCAOB ID
| F-3 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Balance Sheets
|
| April 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses and other current assets |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
| ||
Deposit |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Accrued expenses |
|
|
|
|
|
| ||
Accounts payable and accrued expenses - related parties |
|
|
|
|
|
| ||
Notes payable |
|
|
|
|
|
| ||
Note payable, currently in default |
|
|
|
|
|
| ||
Convertible notes payable, currently in default, net of discount of $ |
|
|
|
|
|
| ||
Convertible notes payable, net of discount of $ |
|
|
|
|
|
| ||
Convertible notes payable - related parties, net of discount of $ |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Long-term liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
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|
|
Total liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
Common stock; $ |
|
|
|
|
|
| ||
Preferred stock; $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
| |||
Additional paid-in capital |
|
|
|
|
|
| ||
Non-controlling interest |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-4 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Statements of Operations
|
| Years Ended April 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Revenues |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
|
|
| ||
Refinery start-up costs |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
Gain on derivative liabilities |
|
|
|
|
|
| ||
Gain on extinguishment of liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
| ( | ) |
|
| ( | ) |
Provision for income taxes |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Deemed dividend |
|
| ( | ) |
|
|
| |
Net loss attributable to the common shareholders |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted |
|
|
|
|
|
| ||
See accompanying notes to consolidated financial statements.
| F-5 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Statements of Stockholders’ Deficit
Years Ended April 30, 2022 and 2023
|
| Class A Common Stock |
|
| Series A Preferred Stock |
|
| Series B Preferred Stock |
|
| Additional Paid-in |
|
| Non-Controlling |
|
| Accumulated |
|
|
| ||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Interest |
|
| Deficit |
|
| Total |
| ||||||||||
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Balance, April 30, 2021 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
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Share issued with prefunded warrants for cash |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Shares issued for accrued expenses |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
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|
|
|
|
|
|
|
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| ||||||||
Shares issued for accrued expenses - related parties |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
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|
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|
|
|
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| ||||||||
Shares issued for debt discount |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
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|
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|
|
|
|
| ||||||||
Shares issued for conversion of convertible notes payable |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| ||||||||
Shares issued for conversion of convertible notes payable - related parties |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Shares issued with warrants for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Shares issued for the exercise of prefunded warrants |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||
Shares issued for the exercise of Series A warrants |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||
Shares issued for reverse stock split |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||
Offering costs |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2022 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||
See accompanying notes to consolidated financial statements.
| F-6 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Statements of Stockholders’ Deficit
Years Ended April 30, 2022 and 2023 (Continued)
|
| Class A Common Stock |
|
| Series A Preferred Stock |
|
| Series B Preferred Stock |
|
| Additional Paid-in |
|
| Non-Controlling |
|
| Accumulated |
|
|
| ||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Interest |
|
| Deficit |
|
| Total |
| ||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Balance, April 30, 2022 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for conversion of convertible notes payable |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Shares issued for cash |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Shares issued for accrued expenses - related parties |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Shares and warrants issued for debt discount |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Shares issued for the exercise of warrants |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||
Preferred stock converted into common stock |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||
Warrants issued for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Offering costs |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||||
Deemed dividends |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2023 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||
See accompanying notes to consolidated financial statements.
| F-7 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Statements of Cash Flows
|
| Years Ended April 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
|
|
|
| ||
Loan fees and penalties added to convertible note principal |
|
|
|
|
|
| ||
Warrants issued for services |
|
|
|
|
|
| ||
Gain on derivative liabilities |
|
|
|
|
| ( | ) | |
Gain on extinguishment of liabilities |
|
| ( | ) |
|
| ( | ) |
Amortization of debt discount |
|
|
|
|
|
| ||
(Increase) decrease in assets: |
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
| ( | ) | |
Deposit |
|
|
|
|
|
| ||
Increase (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
| ( | ) | |
Accrued expenses |
|
|
|
|
|
| ||
Accounts payable and accrued expenses - related parties |
|
|
|
|
| ( | ) | |
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
|
|
| ( | ) | |
Net cash used in investing activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from notes payable |
|
|
|
|
|
| ||
Repayments of notes payable |
|
|
|
|
| ( | ) | |
Proceeds from convertible notes payable |
|
|
|
|
|
| ||
Repayments of convertible notes payable |
|
| ( | ) |
|
| ( | ) |
Proceeds from sale of common stock |
|
|
|
|
|
| ||
Proceeds from the sale of common stock and prefunded warrants |
|
|
|
|
|
| ||
Proceeds from the sale of series B preferred stock and warrants |
|
|
|
|
|
| ||
Proceeds from the exercises of series A warrants |
|
|
|
|
|
| ||
Offering costs |
|
| ( | ) |
|
| ( | ) |
Net cash provided by financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
| ( | ) |
|
| ( | ) |
Cash at the beginning of the period |
|
|
|
|
|
| ||
Cash at the end of the period |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-8 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Consolidated Statements of Cash Flows (continued)
|
| Years Ended April 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Supplemental disclosure: |
|
|
|
|
|
| ||
Interest paid |
| $ |
|
| $ |
| ||
Income taxes paid |
| $ |
|
| $ |
| ||
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Common stock issued in conversion of debt |
| $ |
|
| $ |
| ||
Common stock issued in conversion of related party debt |
| $ |
|
| $ |
| ||
Common stock issued for accrued expenses |
| $ |
|
| $ |
| ||
Common stock issued for accrued expenses - related parties |
| $ |
|
| $ |
| ||
Preferred stock converted into common stock |
| $ |
|
| $ |
| ||
Deemed dividend |
| $ |
|
| $ |
| ||
Cashless exercise of warrants |
| $ |
|
| $ |
| ||
Exercise of warrants for an accrued liability |
| $ |
|
| $ |
| ||
Reverse split |
| $ |
|
| $ |
| ||
Exercise of prefunded warrants |
| $ |
|
| $ |
| ||
Shares and warrants issued for debt discount |
| $ |
|
| $ |
| ||
Note payable for convertible note payable |
| $ |
|
| $ |
| ||
Related party accounts payable exchanged for related party convertible note |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-9 |
| Table of Contents |
MMEX RESOURCES CORPORATION
Notes to Consolidated Financial Statements
Years Ended April 30, 2023 and 2022
NOTE 1 - BACKGROUND, ORGANIZATION AND BASIS OF PRESENTATION
MMEX Resources Corporation (the “Company” or “MMEX”) was formed as a Nevada corporation in 2005. The current management team led an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed on September 23, 2010 and changed the Company’s name to MMEX Mining Corporation on February 11, 2011 and to MMEX Resources Corporation on April 6, 2016.
Since 2021 MMEX has expanded its focus to the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy.
The accompanying consolidated financial statements include the accounts of the following entities, all of which the Company maintains control through a majority ownership or through common ownership:
Name of Entity |
| % |
|
| Form of Entity |
| State of Incorporation |
| Relationship | ||
|
|
|
|
|
|
|
|
|
| ||
MMEX Resources Corporation (“MMEX”) |
|
| - |
|
| Corporation |
|
| |||
Pecos Clean Fuels & Transport (formerly Refining & Transport, LLC) |
|
| % |
| LLC |
|
| ||||
MMEX Solar Resources, LLC |
|
| % |
| LLC |
|
| ||||
Rolling Stock Marine, LLC |
|
| % |
| LLC |
|
| ||||
Hydrogen Global, LLC |
|
| % |
| LLC |
|
| ||||
Clean Energy Global, LLC (formerly Hydrogen Ultra, LLC) |
|
| % |
| LLC |
|
| ||||
All significant inter-company transactions have been eliminated in the preparation of the consolidated financial statements.
The Company has adopted a fiscal year end of April 30.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its aforementioned subsidiaries and entities under common ownership. All significant intercompany accounts and transactions have been eliminated in consolidation. The ownership interests in subsidiaries that are held by owners other than the Company are recorded as non-controlling interest and reported in our consolidated balance sheets within stockholders’ deficit. Losses attributed to the non-controlling interest and to the Company are reported separately in our consolidated statements of operations.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the 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.
| F-10 |
| Table of Contents |
Property and equipment
Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful life or legal life of the related asset as follows:
Office furniture and equipment | |
Computer equipment and software | |
Land improvement | |
Land easements |
The land easements owned by the Company have a legal life of
Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.
The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.
Derivative liabilities
In a series of subscription agreements, the Company issued warrants in prior years that contained certain anti-dilution provisions that were previously identified as derivatives. In addition, the Company had previously identified the conversion feature of certain convertible notes payable and convertible preferred stock as derivatives. Through April 30, 2021, the number of warrants or common shares to be issued under these agreements was indeterminate; therefore, the Company concluded that the equity environment was tainted and all additional warrants, stock options and convertible debt were included in the value of the derivative. During the year ended April 30, 2022 it was determined that the Company could increase their authorized common shares at any time, therefore the environment was no longer deemed to be tainted and all derivative liabilities were written off the books, resulting in a gain on derivative liabilities of $
We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.
Fair value of financial instruments
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable, accrued expenses and notes reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.
| F-11 |
| Table of Contents |
An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), as amended. ASC 606 provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
Project costs
All project costs incurred, including acquisition of refinery rights, planning, design and permitting, have been recorded as project costs and expensed as incurred.
Advertising and promotion
All costs associated with advertising and promoting products are expensed as incurred. For the year ended April 30, 2023 and 2022, $
Income taxes
The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Uncertain tax positions
The Company has adopted FASB standards for accounting for uncertainty in income taxes. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
| F-12 |
| Table of Contents |
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities and has not identified any uncertain tax positions requiring recognition in its consolidated financial statements.
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.
Basic and diluted income (loss) per share
Basic net income or loss per common share is calculated by dividing net income or loss (available to common stockholders) by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. As of April 30, 2023 and 2022 all potentially dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per common share is the same as diluted net loss per share.
Stock-based compensation
Pursuant to FASB ASC 718, the Company accounts for the issuance of equity instruments, including grants of stock options and warrants, to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance is reached or (ii) the date at which the performance is complete. In the case of equity instruments issued for services to be performed over time, the fair value of the equity instrument is recognized over the service period. For the year ended April 30, 2023 and 2022, the Company recorded stock-based compensation of $
Reclassifications
Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform with the current year presentation.
Recently Issued Accounting Pronouncements
The Company has reviewed all new accounting pronouncements issued or proposed by the FASB and does not believe any of the accounting pronouncements has had, or will have, a material impact on its consolidated financial position or results of operations.
| F-13 |
| Table of Contents |
NOTE 3 - GOING CONCERN
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $
Since inception, our operations have primarily been funded through private debt and equity financing, and we expect to continue to seek additional funding through private or public equity and debt financing. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will be able to continue as a going concern for a reasonable period of time.
The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 - RELATED PARTY TRANSACTIONS
Accounts Payable and Accrued Expenses - Related Parties
Accounts payable and accrued expenses to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled $
Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to business development, financing and other corporate activities. Effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $
In addition, the consulting agreement provides for the issuance to Maple Resources of shares of our common stock each month with a value of $
| F-14 |
| Table of Contents |
During the year ended April 30, 2023, Maple Resources made advances of $
Amounts included in accounts payable and accrued expenses - related parties due to Maple Resources totaled $
During the year ended April 30, 2023, Jack Hanks, our President and CEO, made advances of $
Effective October 1, 2018, we entered into a consulting agreement with Leslie Doheny-Hanks, the wife of our President and CEO, to issue shares of our common stock each month with a value of $
Effective February 1, 2021 the Company entered into consulting agreements with three children of our President and CEO, which were amended as of December 31, 2021 to continue on a month-to-month basis. During the year ended April 30, 223 we incurred $
Effective September 1, 2021, we entered into a consulting agreement with BNL Family Trust, a related party to Bruce Lemons, Director, to issue shares of our common stock each month with a value of $
Effective November 1, 2020, we entered into a consulting agreement with Nabil Katabi, a shareholder of more than ten percent, to provide for monthly consulting fees of $
| F-15 |
| Table of Contents |
Convertible Notes Payable - Related Parties
Convertible notes payable - related parties consist of the following at April 30:
|
| 2023 |
|
| 2022 |
| ||
Convertible note payable with Maple Resources Corporation, matures on February 25, 2024, with interest at 5%, convertible into common shares of the Company [1] |
| $ |
|
| $ |
| ||
Less discount |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
| [1] | This convertible note was entered into on February 25, 2023 in exchange for cash of $ |
Equity Activity - Related Parties
During the year ended April 30, 2023 the Company issued
During the year ended April 30, 2023 the Company granted
NOTE 5 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at April 30:
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Office furniture and equipment |
| $ |
|
| $ |
| ||
Computer equipment and software |
|
|
|
|
|
| ||
Land |
|
|
|
|
|
| ||
Land improvements |
|
|
|
|
|
| ||
Land easements |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less accumulated depreciation and amortization |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
Depreciation and amortization expense totaled $
NOTE 6 - ACCRUED EXPENSES
Accrued expenses consisted of the following at April 30:
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Accrued payroll |
| $ |
|
| $ |
| ||
Accrued consulting |
|
|
|
|
|
| ||
Accrued interest and penalties |
|
|
|
|
|
| ||
Other |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
| F-16 |
| Table of Contents |
NOTE 7 - NOTES PAYABLE
Note Payable, Currently in Default
Note payable, currently in default, consists of the following at April 30:
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Note payable to an unrelated party, maturing March 18, 2014, with interest at 10% |
| $ |
|
| $ |
| ||
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [1] |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of February 22, 2021 with interest at 10% [2] |
|
|
|
|
|
|
|
|
$250,000 draw on March 5, 2021 |
|
|
|
|
|
| ||
$250,000 draw on March 26, 2021 |
|
|
|
|
|
| ||
$50,000 draw on April 13, 2022 |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
| [1] | Effective March 11, 2021 the Company entered into a promissory note with Vista Capital Investments, Inc with a principal amount of $ |
|
|
|
| [2] | Effective February 22, 2021 the Company entered into a promissory note with GS Capital Partners, LLC, with a principal amount of $ |
Notes Payable
Notes payable consist of the following at April 30:
|
| 2023 |
|
| 2022 |
| ||
Note payable to an unrelated party with an issue date of February 22, 2021 with interest at 10%[1] |
|
|
|
|
|
| ||
$250,000 draw on March 5, 2021 |
| $ |
|
| $ |
| ||
$200,000 draw on March 26, 2021 |
|
|
|
|
|
| ||
$50,000 draw on April 13, 2022 |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [2] |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of February 28, 2022 with interest at 10% [3] |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of March 3, 2022 with interest at 5% [4] |
|
|
|
|
|
| ||
Note payable to an unrelated party with an issue date of April 25, 2023 with interest at 18% [5] |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
| [1] | Effective February 22, 2021 the Company entered into a promissory note with GS Capital Partners, LLC, with a principal amount of $ |
|
|
|
| [2] | Effective March 11, 2021 the Company entered into a promissory note with Vista Capital Investments, Inc with a principal amount of $ |
|
|
|
| [3] | Effective February 28, 2022 the Company entered into a promissory note with Oscar and Ilda Gonzales with a principal amount of $ |
|
|
|
| [4] | Effective March 3, 2022 the Company entered into a promissory note with Sabby Volatility Warrant Master Fund with a principal amount of $ |
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| [5] | Effective April 25, 2023, the Company entered into a promissory note with Poppy, LLC through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $ |
| F-17 |
| Table of Contents |
Convertible Notes Payable, Currently in Default
Convertible notes payable, currently in default, consist of the following at April 30:
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| 2023 |
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| 2022 |
| ||
Note payable to an unrelated party, matured December 31, 2010, with interest at 10%, convertible into common shares of the Company [1] |
| $ |
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| $ |
| ||
Note payable to an unrelated party, matured January 27, 2012, with interest at 25%, convertible into common shares of the Company [2] |
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Extension fee added to note payable to an accredited investor issued, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [3] |
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Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.10 per share [4] |
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Less discount |
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Total |
| $ |
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| $ |
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| [1] | On March 8, 2010, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $ |
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| [2] | On January 28, 2011 and February 1, 2011, the Company closed a Convertible Note Agreement totaling $ |
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| [3] | Effective March 31, 2020, the Company entered into a second amendment to certain convertible notes with GS Capital Partners, LLC (“GS”) ($110,000 note dated September 13, 2018, $ |
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| [4] | Effective April 12, 2022, the Company issued and delivered to GS a 10% convertible note in the principal amount of $ |
| F-18 |
| Table of Contents |
Convertible Notes Payable
Current convertible notes payable consisted of the following at April 30:
|
| 2023 |
|
| 2022 |
| ||
Extension fee added to note payable to an accredited investor issued, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [1] |
| $ |
|
| $ |
| ||
Extension fee added to note payable to an accredited investor, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [2] |
|
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Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.10 per share [3] |
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Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.005 per share [4] |
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Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.01 per share [5] |
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Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.11 per share [6] |
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Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.11 per share [7] |
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Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price [8] |
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Total |
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Less discount |
|
| ( | ) |
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| ( | ) |
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Net |
| $ |
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| $ |
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| [1] | Effective March 31, 2020, the Company entered into a second amendment to certain convertible notes with GS Capital Partners, LLC (“GS”) ($110,000 note dated September 13, 2018, $70,000 note dated September 18, 2018, $600,000 note dated October 5, 2018, and $110,000 note dated February 20, 2019) to extend the notes due dates to November 30, 2020. In consideration of the extension of the maturity dates of the notes the Company was to pay an extension fee of $200,000, which was added to the principal amount owed and would incur interest at 18% per annum. The extension fee is payable in cash at the earlier of (1) in connection with, and at the time of repayment of the Notes, or (2) on November 20, 2020, which was extended to March 31, 2023. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance.) During the year ended April 30, 2023 the Company made repayments of $41,210 on the note principal and on April 1, 2023 the note went into default as the due date had passed with no extension. |
| F-19 |
| Table of Contents |
| [2] | Effective September 12, 2019, the Company entered into an amendment to certain convertible notes with GS ($ |
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| [3] | Effective April 12, 2022, the Company issued and delivered to GS a |
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| [4] | Effective July 26, 2022, the Company issued and delivered to GS a |
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| [5] | Effective September 15, 2022, the Company entered into a convertible promissory note with a principal amount of $ |
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| [6] | Effective January 22, 2023, the Company entered into a convertible promissory note with a principal amount of $ |
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| [7] | Effective March 7, 2023, the Company entered into a convertible promissory note with a principal amount of $ |
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| [8] | Effective February 28, 2023, the Company entered into a convertible promissory note with a principal amount of $ |
| F-20 |
| Table of Contents |
NOTE 8 - STOCKHOLDERS’ DEFICIT
Authorized Shares
As of April 30, 2023 and 2022, the Company had authorized
Common Stock Issuances
During the year ended April 30, 2023, the Company issued a total of
During the year ended April 30, 2022, the Company issued a total of
Series A Preferred Stock
The Series A preferred stock has no redemption, conversion or dividend rights; however, the holders of the Series A preferred stock, voting separately as a class, has the right to vote on all shareholder matters equal to
Series B Preferred Stock
The Series B preferred stock has a stated value equal to $
| F-21 |
| Table of Contents |
During the year ended April 30, 2022 the Company designated
Warrants
A summary of warrant activity during the years ended April 30, 2023 and 2022 is presented below:
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| Shares |
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| Weighted Average Exercise Price |
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| Weighted Average Remaining Contractual Life (Years) |
| |||
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Outstanding, April 30, 2021 |
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| $ |
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Granted |
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| $ |
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Canceled / Expired |
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| ( | ) |
| $ |
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Exercised |
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| $ |
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Outstanding, April 30, 2022 |
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| $ |
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Granted |
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| $ |
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Canceled / Expired |
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| ( | ) |
| $ |
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Exercised |
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| $ |
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Outstanding, April 30, 2023 |
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| $ |
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During the year ended April 30, 2023 the Company granted
| F-22 |
| Table of Contents |
Common Stock Reserved
Combined with the
NOTE 9 - INCOME TAXES
The Company accounts for income taxes in accordance with standards of disclosure propounded by the FASB, and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized.
No provision for income taxes has been recorded due to the net operating loss carryforwards totaling approximately $
The deferred tax asset and valuation account is as follows at April 30:
2023 | 2022 | |||||||
Deferred tax asset: | ||||||||
Net operating loss carryforward | $ | $ | ||||||
Valuation allowance | ( | ) | ( | ) | ||||
Total | $ | $ | ||||||
The components of income tax expense are as follows for the years ended April 30:
|
| 2023 |
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| 2022 |
| ||
|
|
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| ||
Change in net operating loss benefit |
| $ |
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| $ |
| ||
Change in valuation allowance |
|
| ( | ) |
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| ( | ) |
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Total |
| $ |
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| $ |
| ||
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Legal
In the ordinary course of business, we may be, or have been, involved in legal proceedings from time to time. During the year ended April 30, 2023 we were not involved in any material legal proceedings.
| F-23 |
| Table of Contents |
NOTE 11 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, all subsequent events have been reported through the filing date as set forth below.
Effective May 9, 2023 the Company entered into an agreement to cancel
On June 1, 2023, the Company was served notice that Sabby Volatility Warrant Master Fund, Ltd, who holds a convertible note with the Company, holds the Company’s Series B Preferred Stock, and has substantial warrants to purchase shares of the Company’s common stock, had filed a lawsuit in a New York Supreme Court, alleging breach of contract, fraud, and failure to maintain and deliver shares under the convertible note. Sabby is seeking monetary damages in an amount to be determined at trial, but not less than $
On July 14, 2023, the Company entered into an agreement with Eduardo Maldonado (“EM”) to provide funding of up to $
Subsequent to April 30, 2023 the Company issued
Subsequent to April 30, 2023, the Company entered into promissory notes with third parties for $
| F-24 |