MMEX 10-Q

MMEX Resources Corp (MMEX)

10-Q 2021-12-09 For: 2021-10-31

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Added on April 11, 2026

Nevada		26-1749145
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
3616 Far West Blvd. #117-321 Austin, Texas 78731		855-880-0400
(Address of principal executive offices, including zip code)		(Issuer’s telephone number, including area code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34

	October 31, 2021			April 30, 2021
Assets	(unaudited)

Current assets:
Cash	$	273,686		$	330,449
Prepaid expenses and other current assets		35,433			37,893
Total current assets		309,119			368,342

Property and equipment, net		709,709			472,169
Deposit		900			900

Total assets	$	1,019,728		$	841,411

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	589,201		$	802,640
Accrued expenses		816,861			807,349
Accounts payable and accrued expenses – related parties		59,023			272,834
Note payable, currently in default		75,001			75,001
Note payable		775,000			775,000
Convertible notes payable, currently in default, net of discount of $0 and $0 at October 31, 2021 and April 30, 2021, respectively		75,000			235,775
Convertible notes payable, net of discount of $0 and $133,944 at October 31, 2021 and April 30, 2021, respectively		370,000			398,056
Convertible notes payable – related parties, net of discount of $0 and $235 at October 31, 2021 and April 30, 2021, respectively		-			74,755
PPP loans payable		-			150,000
SBA express bridge loan payable		10,000			10,000
Derivative liabilities		-			3,010,042
Total current liabilities		2,770,086			6,611,452

Total liabilities		2,770,086			6,611,452

Commitments and contingencies

Stockholders’ deficit:
Common stock; $0.001 par value; 10,000,000 shares authorized, 17,820,362 and 3,251,641 shares issued and outstanding at October 31, 2021 and April 30, 2021, respectively		17,820			3,252
Preferred stock; $0.001 par value; 1,000,000 shares authorized, 1,000 Series A shares issued and outstanding		1			1
Additional paid-in capital		65,067,236			62,201,528
Non-controlling interest		9,871			9,871
Accumulated deficit		(66,845,286	)		(67,984,693	)
Total stockholders’ deficit		(1,750,358	)		(5,770,041	)

Total liabilities and stockholders’ deficit	$	1,019,728		$	841,411

	Three Months Ended October 31,						Six Months Ended October 31,
	2021			2020			2021			2020

Revenues	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative expenses		274,493			179,350			717,000			362,675
Project costs		1,006,666			51,985			1,009,726			89,685
Depreciation and amortization		9,246			8,720			17,964			17,438

Total operating expenses		1,290,405			240,055			1,744,690			469,798

Loss from operations		(1,290,405	)		(240,055	)		(1,744,690	)		(469,798	)

Other income (expense):
Interest expense		(57,645	)		(171,054	)		(262,255	)		(725,143	)
Gain (loss) on derivative liabilities		-			102,341			3,010,042			1,289,693
Gain (loss) on extinguishment of liabilities		196,166			-			136,310			-

Total other income (expense)		138,521			68,713			2,884,097			564,550

Income (loss) before income taxes		(1,151,884	)		(308,768	)		1,139,407			94,752
Provision for income taxes		-			-			-			-

Net income (loss)		(1,151,884	)		(308,768	)		1,139,407			94,752

Non-controlling interest in income of consolidated subsidiaries		-			-			-			-

Net income (loss) attributable to the Company	$	(1,151,884	)	$	(308,768	)	$	1,139,407		$	94,752

Net income (loss) per common share – basic	$	(0.12	)	$	0.22		$	0.17		$	0.00
Net income (loss) per common share – diluted	$	(0.12	)	$	0.22		$	0.10		$	0.07
Weighted average number of common shares outstanding - basic		9,908,190			1,391,321			6,607,443			1,363,302
Weighted average number of common shares outstanding - diluted		9,908,190			1,391,321			13,069,133			2,500,000

	Common Stock				Class A Preferred Stock				Additional Paid-in		Non-Controlling		Accumulated
	Shares		Amount		Shares		Amount		Capital		Interest		Deficit			Total

Balance, April 30, 2020		1,335,283	$	1,335		1,000	$	1	$	37,721,639	$	9,871	$	(43,457,807	)	$	(5,724,961	)
Net loss		-		-		-		-		-		-		403,520			403,520
Balance, July 31, 2020		1,335,283		1,335		1,000		1		37,721,639		9,871		(43,054,287	)		(5,321,441	)
Shares issued for conversion of convertible notes payable and accrued interest		85,828		86		-		-		56,594		-		-			56,680
Settlement of derivative liabilities		-		-		-		-		18,612		-		-			18,612
Net loss		-		-		-		-		-		-		(308,768	)		(308,768	)

Balance, October 31, 2020		1,421,111	$	1,421		1,000	$	1	$	37,796,845	$	9,871	$	(43,363,055	)	$	(5,554,917	)

	Common Stock				Series A Preferred Stock				Additional Paid-in			Non-Controlling		Accumulated
	Shares		Amount		Shares		Amount		Capital			Interest		Deficit			Total

Balance, April 30, 2021		3,251,641	$	3,252		1,000	$	1	$	62,201,528		$	9,871	$	(67,984,693	)	$	(5,770,041	)
Shares issued with prefunded warrants for cash		170,000		170		-		-		2,999,830			-		-			3,000,000
Shares issued for conversion of convertible notes payable and accrued interest		11,814		11		-		-		42,520			-		-			42,531
Shares issued for reverse stock split		17,754		18		-		-		(18	)		-		-			-
Shares issued for the exercise of prefunded warrants		250,000		250		-		-		(250	)		-		-			-
Offering costs		-		-		-		-		(349,150	)		-		-			(349,150	)
Net income		-		-		-		-		-			-		2,291,291			2,291,291

Balance, July 31, 2021		3,701,209		3,701		1,000		1		64,894,460			9,871		(65,693,402	)		(785,369	)
Shares issued for conversion of convertible notes payable and accrued interest		6,421,929		6,422		-		-		105,484			-		-			111,906
Shares issued for conversion of related party convertible notes payable and accrued interest		6,817,224		6,817		-		-		68,172			-		-			74,989
Shares issued for the exercise of prefunded warrants		880,000		880		-		-		(880	)		-		-			-
Net (loss)		-		-		-		-		-			-		(1,151,884	)		(1,151,884	)

Balance, October 31, 2021		17,820,362	$	17,820		1,000	$	1	$	65,067,236		$	9,871	$	(66,845,286	)	$	(1,750,358	)

Name of Entity	%	Form of Entity	State of Incorporation	Relationship

MMEX Resources Corporation (“MMEX”)	-	Corporation	Nevada	Parent
Pecos Clean Fuels & Transport, LLC (“Pecos”) [1]	100%	LLC	Texas	Subsidiary
MMEX Solar Resources, LLC [2]	100%	LLC	Texas	Subsidiary
Texas Gulf Refining & Trading, LLC [2]	100%	LLC	Texas	Subsidiary
Louisiana Gulf Refining & Trading, LLC [2]	100%	LLC	Louisianna	Subsidiary
Rolling Stock Marine, LLC [2]	100%	LLC	Texas	Subsidiary
MMEX CO2 Capture, LLC [2] [3]	100%	LLC	Texas	Subsidiary

	[1]	Pecos Refining & Transport, LLC was formed in June 2017 with the Company as its sole member. Effective September 22, 2021 Pecos Refining & Transport, LLC changed its name to Pecos Clean Fuels & Transport, LLC. Pecos owns the land on which the Company’s planned hydrogen projects are to be developed.

	[2]	This subsidiary is currently inactive.

	[3]	This entity was formed on September 21, 2021

Office furniture and equipment	10 years
Computer equipment and software	5 years
Land improvements	15 years
Land easements	10 years

April 30, 2021	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	3,010,042	$	-	$	-	$	3,010,042

	October 31, 2021		April 30, 2021
Convertible note payable with Maple Resources Corporation, matured December 27, 2020, with interest at 5%, convertible into common shares of the Company [1]	$	-	$	7,033
Convertible note payable with BNL Family Trust, matured December 27, 2020, with interest at 5%, convertible into common shares of the Company [2]		-		10,691
Convertible note payable with Maple Resources Corporation, matured February 12, 2021, with interest at 5%, convertible into common shares of the Company [3]		-		5,000
Convertible note payable with Maple Resources Corporation, matured March 2, 2021, with interest at 5%, convertible into common shares of the Company [4]		-		800
Convertible note payable with Maple Resources Corporation, matured May 12, 2021, with interest at 5%, convertible into common shares of the Company [5]		-		41,466
Convertible note payable with Maple Resources Corporation, matured July 31, 2021, with interest at 5%, convertible into common shares of the Company [6]		-		10,000

		-		74,990
Less discount		-		(235	)

Total	$	-	$	74,755

	[1]	This convertible note was entered into on December 27, 2019 in exchange for cash of $5,500and financing fees of $5,500and was 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. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 1,000,000 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore 360,682 common shares were issued to extinguish $3,967 of the principal balance. During the six months ended October 31, 2021 the Company issued 639,318 shares of common stock to extinguish the full principal balance of $7,033 and paid $853 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $135 during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $0 and $718, respectively.

	[2]	This convertible note was entered into on December 27, 2019 in exchange for cash of $11,000 and was 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. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 1,000,000 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore 28,094common shares were issued to extinguish $309 of the principal balance. During the six months ended October 31, 2021 the Company issued 971,906 shares of common stock to extinguish the full principal balance of $10,691. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $269during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $1,006 and $737, respectively.

	[3]	This convertible note was entered into on February 12, 2020 in exchange for cash of $5,000 and was 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. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 454,545 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 454,545 shares of common stock to extinguish the full principal balance of $5,000 and paid $399 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $96 during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $0 and $303, respectively.

	October 31, 2021		April 30, 2021

Accrued payroll	$	30,090	$	30,090
Accrued consulting		9,000		60,000
Accrued interest and penalties		683,597		623,085
Other		94,174		94,174

	$	816,861	$	807,349

	October 31, 2021		April 30, 2021

Note payable to an unrelated party, matured March 18, 2014, with interest at 10%	$	75,001	$	75,001

	$	75,001	$	75,001

	October 31, 2021		April 30, 2021
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	$	250,000	$	250,000
$200,000 draw on March 26, 2021		200,000		200,000
Note payable to an unrelated party with an issue date of March 8, 2021 with interest at 10% [2]		75,000		75,000
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [3]		250,000		250,000

Total	$	775,000	$	775,000

	[1]	Effective February 22, 2021 the Company entered into a promissory note with GS Capital Partners, LLC, with a principal amount of $1,000,000, which is subject to drawdown requests by the Company. The maturity date of the note is the earlier of (i) December 31, 2021 or (ii) the consummation by the Company of an equity or equity-based financing providing net proceeds to the Company sufficient to retire the outstanding indebtedness under the note. The note has an interest rate of ten percent per annum from the date +of each drawdown. During the six months ended October 31, 2021 the Company received $200,0900 from a draw on June 21, 2021, however, repaid the amount in full on July 20, 2021.

	[2]	Effective March 8, 2021 the Company entered into a promissory note with JSJ Investments, Inc with a principal amount of $75,000. The maturity date of the note is March 8, 2022 and the note has an interest rate of 10% per annum from the date of funding.

	[3]	Effective March 11, 2021 the Company entered into a promissory note with Vista Capital Investments, Inc with a principal amount of $250,000. The maturity date of the note is March 11, 2022 and the note has an interest rate of 10% per annum from the date of funding.

	[1]	On March 8, 2010, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $50,000convertible note in a private placement transaction. In the transaction, the Company received proceeds of $35,000and the investor also paid $15,000 of consulting expense on behalf of the Company. The convertible note was due and payable on December 31, 2010 with an interest rate of 10% per annum. The note is convertible at the option of the holder into our common stock at a fixed conversion price of $3.70, subject to adjustment for stock splits and combinations.

	[2]	On January 28, 2011 and February 1, 2011, the Company closed a Convertible Note Agreement totaling $514,900 in principal amount of 25% Convertible Note (the "Notes") due on the first anniversary of the date of the Note, to a group of institutional and high net worth investors. The Notes are convertible into the Company's common stock at the holders' option at $1.00per common share. All but $25,000 of the promissory notes plus interest were paid in full on March 23, 2011.

	[3]	Effective January 31, 2019, the Company issued and delivered to Auctus Fund, LLC (“Auctus”) a 10% convertible note in the principal amount of 125,000. The Company received net proceeds of $112,250after payment of $12,750of the fees and expenses of the lender and its counsel. Auctus, on or following the 180th calendar day after the issuance date of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock a 40% discount to the lowest trading price during the 20 days prior to the date the notice of conversion is received by the Company. The note matured on January 31, 2020 and was in default as of April 30, 2020. The Company could redeem the note at redemption prices ranging from 120% to 135% during the first 180 days after issuance. The Company could not redeem the note after 180 days from the issuance date. The note had a principal balance of $125,000as of April 30, 2019. During year ended April 30, 2020, Auctus converted principal of $33,669into common shares of the Company, resulting in a principal balance of $91,331as of April 30, 2020. During the year ended April 30, 2021 there was no activity on the note so the balance remained unchanged. During the six months ended October 31, 2021 this note was paid in full.

	[4]	Effective December 27, 2019 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $10,000 in payment of accrued fees of $10,000 that was 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. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 909,091 shares of common stock to extinguish the full principal balance of $10,000 and paid $863 in cash to extinguish all of the accrued interest due under the note.

	[5]	Effective December 27, 2019 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $10,000 in payment of accrued fees of $10,000 that was 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. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore common shares were issued to extinguish $281 of the principal balance. During the six months ended October 31, 2021 the Company issued 883,551 shares of common stock to extinguish the full principal balance of $9,719 and paid $856 in cash to extinguish all of the accrued interest due under the note.

	[6]	Effective January 22, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $6,500 in exchange for cash. The note was 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. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 590,909 shares of common stock to extinguish the full principal balance of $6,500and paid $538 in cash to extinguish all of the accrued interest due under the note.

	[7]	Effective May 14, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $34,000 in payment of accrued fees of $34,000that was 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. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 3,090,909 shares of common stock to extinguish the full principal balance of $34,000and paid $2,287 in cash to extinguish all of the accrued interest due under the note.

	[8]	Effective September 9, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $10,000 in exchange for cash. The note was 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. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore common shares were issued to extinguish $775 of the principal balance. During the six months ended October 31, 2021 the Company issued 838,591 shares of common stock to extinguish the full principal balance of $9,225 and paid $505 in cash to extinguish all of the accrued interest due under the note.

	October 31, 2021		April 30, 2021
Note payable to an accredited investor issued for extension fees, maturing November 20, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [1]	$	200,000	$	200,000
Note payable to an accredited investor issued for extension fees, maturing November 20, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [2]		90,000		90,000
Note payable to an accredited investor, maturing December 31, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [3]		-		80,000
Note payable to an accredited investor issued for extension fees, maturing August 31, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [4]		80,000		80,000
Note payable to an accredited investor issued for extension fees, maturing March 26, 2022 with interest at 10%, convertible into common shares of the Company at a defined variable exercise price [5]		-		82,000
Total		370,000		532,000
Less discount		-		(133,944	)

Net	$	370,000	$	398,056

	[1]	Effective March 31, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $200,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to November 30, 2020. 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. 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.)

	[2]	Effective February 4, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $90,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to February 4, 2020. 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. 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.)

	[3]	Effective December 15, 2020, the Company entered into a fourth amendment to certain convertible notes with 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 from December 20, 2020 to December 31, 2020. In conjunction with the extension, the Company entered into an 18% convertible note in the principal amount of $80,000. The note was issued at a discount and the Company received net proceeds of $75,000after an original issue discount of $5,000. 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). In June of 2021 the Company issued 11,814 common shares to convert $40,000 worth of principal and $2,027 worth of accrued interest under the terms of the agreement. In September of 2021 the Company entered into a settlement agreement with GS where 108,878 common shares were issued to convert the remaining $40,000 worth of principal and $2,462 worth of accrued interest under the terms of the agreement and $4,584 worth of accrued interest was forgiven and recorded as a gain on extinguishment of liabilities.

	[4]	Effective December 31, 2020, the Company entered into a fifth amendment to certain convertible notes with GS ($110,000 note dated September 13, 2018, $70,000 note dated September 18, 2018, $600,000note dated October 5, 2018, and $110,000 note dated February 20, 2019) to extend the notes due dates from December 31, 2020 to August 31, 2021. In exchange for the extension, the aggregate principal amounts of the notes increased by $80,000. 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).

	[5]	Effective March 26, 2021, the Company issued and delivered to GS a 10% convertible note in the principal amount of $82,000. The note was issued at a discount and the Company received net proceeds of $78,500 after payment of $3,500 of fees and expenses of the lender and its counsel. During the first 180 days, GS, at its option, could convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.015 per share and thereafter at 34% discount from the lowest trading price during the 15 days prior to conversion. The Company could redeem the note at redemption prices ranging from 110% to 118% during the first 180 days after issuance. During the six months ended July 31, 2021, the Company repaid this note in full.

	Options and			Convertible
	Warrants			Notes			Total

Balance, April 30, 2021	$	235,902		$	2,774,140		$	3,010,042
Change in fair value of derivative liabilities		(235,902	)		(2,774,140	)		(3,010,042	)

Balance, October 31, 2021	$	-		$	-		$	-

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)

Outstanding, April 30, 2021		107,991		$	1.00		0.91
Granted		6,980,263		$	0.41
Canceled / Expired		-		$	-
Exercised		(1,130,000	)	$	0.00

Outstanding, October 31, 2021		5,958,254		$	0.50		2.34

	·	Modify our planned CDU projects in Pecos County (West Texas) to produce potentially hydrogen and ultra-low sulfur fuel products combined with CO2 capture.

	·	Develop additional megawatts of solar power for distribution to our projects in West Texas.

	2021			2020

Cash, beginning of period	$	330,449		$	66,830
Net cash used in operating activities		(2,275,278	)		(96,780	)
Net cash used in investing activities		(255,504	)		-
Net cash provided by financing activities		2,474,019			30,000

Cash, end of period	$	273,686		$	50

	1.	As of October 31, 2021, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

	2.	As of October 31, 2021, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

	3.	As of October 31, 2021, we did not establish a formal written policy for the approval, identification and authorization of related party transactions.

	4.	As of October 31, 2021, we had no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to ensure that all transactions are accounted for accurately and in a timely manner.

32.1*	Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	MMEX Resources Corporation

Dated: December 9, 2021	By:	/s/ Jack W. Hanks
		Chief Executive Officer (Principal Executive Officer), President and Chief Financial Officer (Principal Financial and Accounting Officer)