MMEX 10-Q

MMEX Resources Corp (MMEX)

10-Q 2025-09-15 For: 2025-07-31

View Original

Added on April 11, 2026

Nevada		26-1749145
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3600 Dickinson Fort Stockton, Texas 79735		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		25
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		29

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		30
Item 4. Mine Safety Disclosures		30
Item 5. Other Information		30
Item 6. Exhibits		31

	July 31, 2025			April 30, 2025
Assets	(unaudited)

Current assets:
Cash	$	59		$	4,579
Prepaid expenses and other current assets		3,000			3,500
Total current assets		3,059			8,079

Property and equipment, net		995,918			1,005,015

Total assets	$	998,977		$	1,013,094

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	962,628		$	957,558
Accrued expenses		1,315,340			1,244,206
Accounts payable and accrued expenses – related parties		956,547			676,878
Notes payable, net of discount of $1,703 and $2,966 at July 31, 2025 and April 30, 2025, respectively		105,646			107,993
Notes payable, currently in default		1,154,453			1,154,453
Convertible notes payable, currently in default, net of discount of $0 at July 31, 2025 and April 30, 2025, respectively		653,955			653,955
Total current liabilities		5,148,569			4,795,043

Long-term liabilities
Convertible notes payable – related parties, net of discount of $0 at July 31, 2025 and April 30, 2025, respectively		2,087,265			2,087,265
Notes payable - related parties, net of discount of $1,432 and $0 at July 31, 2025 and April 30, 2025		7,996			-
Convertible notes payable		113,671			113,671
Total liabilities		7,357,501			6,995,979

Commitments and contingencies		-			-

Stockholders’ deficit:
Common stock; $0.001 par value; 50,000,000,000 shares authorized, 11,590,977,507 and 11,340,977,507 shares issued and outstanding at July 31, 2025 and April 30, 2025, respectively		11,590,977			11,340,977
Preferred stock; $0.001 par value; 1,000,000 shares authorized:
1,000 Series A preferred shares issued and outstanding at July 31, 2025 and April 30, 2025		1			1
974 Series B preferred shares issued and outstanding at July 31, 2025 and April 30, 2025, respectively		2			2
Additional paid-in capital		65,697,613			65,887,113
Non-controlling interest		9,871			9,871
Accumulated deficit		(83,656,988	)		(83,220,849	)
Total stockholders’ deficit		(6,358,524	)		(5,982,885	)

Total liabilities and stockholders’ deficit	$	998,977		$	1,013,094

	Three Months Ended July 31,
	2025			2024

Revenues	$	-		$	-

Operating expenses:
General and administrative expenses		298,940			350,531
Project costs		60,500			5,430
Depreciation and amortization		9,097			9,097

Total operating expenses		368,537			365,058

Loss from operations		(368,537	)		(365,058	)

Other income (expense):
Interest expense		(67,602	)		(90,164	)

Total other income (expense)		(67,602	)		(90,164	)

Income (loss) before income taxes		(436,139	)		(455,222	)
Provision for income taxes		-			-

Net income (loss)		(436,139	)		(455,222	)

Net income (loss) attributable to the common shareholders	$	(436,139	)	$	(455,222	)

Net income (loss) per common share – basic & diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding – basic & diluted		11,475,488,377			9,475,409,652

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

Balance, April 30, 2024		9,442,800,957	$	9,442,800		1,000	$	1		1,029		$	2	$	67,654,963		$	9,871	$	(80,921,391	)	$	(3,813,754	)
Consideration with debt – related parties		-		-		-		-		-			-		39,326			-		-			39,326
Shares of preferred stock converted into common stock		250,000,000		250,000		-		-		(15	)		-		(250,000	)		-		-			-
Net (loss)		-		-		-		-							-			-		(455,222	)		(455,222	)

Balance, July 31, 2024		9,692,800,957	$	9,692,800		1,000	$	1		1,014		$	2	$	67,444,289		$	9,871	$	(81,376,613	)	$	(4,229,650	)

	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

Balance, April 30, 2025		11,340,977,507	$	11,340,977		1,000	$	1		974	$	2	$	65,887,113		$	9,871	$	(83,220,849	)	$	(5,982,885	)
Common stock for services		250,000,000		250,000		-		-		-		-		(189,500	)		-		-			60,500
Net (loss)		-		-		-		-						-			-		(436,139	)		(436,139	)

Balance, July 31, 2025		11,590,977,507	$	11,590,977		1,000	$	1		974	$	2	$	65,697,613		$	9,871	$	(83,656,988	)	$	(6,358,524	)

Name of Entity	%			Form of Entity	State of Incorporation	Relationship

MMEX Resources Corporation (“MMEX”)		-		Corporation	Nevada	Parent
Pecos UltraClean Refining, LLC (formerly Refining & Transport, LLC and Pecos Clean Fuels & Transport, LLC)		100	%	LLC	Texas	Subsidiary
Trans Permian H2Hub, LLC		100	%	LLC	Texas	Subsidiary
MMEX Solar Resources, LLC		100	%	LLC	Texas	Subsidiary
Hydrogen Global, LLC		100	%	LLC	Texas	Subsidiary
MMEX USA Holdings, LLC		100	%	LLC	Texas	Subsidiary
MMEX Argentina USA, LLC		100	%	LLC	Texas	Subsidiary

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

	July 31, 2025			April 30, 2025
Promissory note payable with Maple Resources Corporation, matures on July 28, 2027, with interest at 18%, convertible into common shares of the Company [1]	$	9,428		$	-
Less discount		(1,432	)		-
Total	$	7,996		$	-

	July 31, 2025		April 30, 2025
Convertible note payable with Alpenglow Consulting, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [1]	$	172,228	$	172,228
Convertible note payable with CleanFit, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [2]		58,410		58,410
Convertible note payable with Lake of Silver, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [3]		77,318		77,318
Convertible note payable with Maple Resources Corporation, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [4]		1,019,959		1,019,959
Convertible note payable with BNL Family Trust, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [5]		24,449		24,449
Convertible note payable with Ha’Pu Wear, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [6]		181,820		181,820
Convertible note payable with Nabil Katabi, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [7]		532,195		532,195
Convertible note payable with Poppy, LLC, matures on April 8, 2028, with interest at 18%, convertible into common shares of the Company [8]		20,886		20,886
Less discount		-		-
Total	$	2,087,265	$	2,087,265

[2]	This convertible promissory note was entered into on April 8, 2025 for $49,500 of principal plus $8,910 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $49,500 of accounts payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $8,910 loss on extinguishment of debt.

[3]	This convertible promissory note was entered into on April 8, 2025 for $65,524 of principal plus $11,794 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $57,500 of accounts payable and $8,024 of outstanding promissory notes payable that had $878 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $12,672 loss on extinguishment of debt.

[4]	This convertible promissory note was entered into on April 8, 2025 for $864,372 of principal plus $155,587 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $260,491 of accounts payable, $20,406 of advances, and $583,474 of outstanding promissory notes payable that had $56,507 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $212,095 loss on extinguishment of debt.

[5]	This convertible promissory note was entered into on April 8, 2025 for $20,719 of principal plus $3,730 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $5,200 of accounts payable and $15,519 of outstanding promissory notes payable that had $1,077 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $4,807 loss on extinguishment of debt.

[6]	This convertible promissory note was entered into on April 8, 2025 for $154,085 of principal plus $27,735 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $154,085 of accounts payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $27,735 loss on extinguishment of debt.

[7]	This convertible promissory note was entered into on April 8, 2025 for $451,013 of principal plus $81,182 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $424,777 of accounts payable, $16,220 advances, and $10,016 of outstanding promissory notes payable that had $736 of debt discount remaining to be amortized with this related party. The exchange was accounted for as debt extinguishment therefore we recognized a $81,918 loss on extinguishment of debt.

[8]	This convertible promissory note was entered into on April 8, 2025 for $17,700 of principal plus $3,186 for the make-whole provision of 18% of the principal amount in lieu of any stated interest. This was exchanged for $17,700 of outstanding promissory notes payable with this related party. The exchange was accounted for as debt extinguishment therefore, we recognized a $3,186 loss on extinguishment of debt.

	Amount
2025 (remaining)	$	-
2026		-
2027		-
2028		2,087,265
Total	$	2,087,265

	July 31, 2025		April 30, 2025

Accrued payroll	$	30,090	$	30,090
Accrued consulting		88,500		82,500
Accrued interest and penalties		1,102,576		1,037,442
Other		94,174		94,174

	$	1,315,340	$	1,244,206

	July 31, 2025		April 30, 2025

Note payable to an unrelated party, matured March 18, 2014, with interest at 10%	$	75,001	$	75,001
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [1]		136,952		136,952
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		250,000
$200,000 draw on March 26, 2021		200,000		200,000
$50,000 draw on April 13, 2022		50,000		50,000
$295,000 draw on December 18, 2023		295,000		295,000
Note payable to an unrelated party with an issue date of July 14, 2023 with interest at 18% [3]		70,800		70,800
Note payable to an unrelated party with an issue date of August 15, 2023 with interest at 18% [4]		38,350		38,350
Note payable to an unrelated party with an issue date of September 14, 2023 with interest at 18% [5]		38,350		38,350
Total		1,154,453		1,154,453
Less Discount		-		-
Net	$	1,154,453	$	1,154,453

	July 31, 2025			April 30, 2025

Office furniture and equipment	$	13,864		$	13,864
Computer equipment and software		6,555			6,555
Refinery land		721,828			721,828
Refinery land improvements		468,615			468,615
Refinery land easements		37,015			37,015
		1,247,877			1,247,877
Less accumulated depreciation and amortization		(251,959	)		(242,862	)

	$	995,918		$	1,005,015

	[1]	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 was March 11, 2022 which was amended on February 23, 2021 to extend the due date to December 31, 2022. The note has an interest rate of 10% per annum from the date of funding. On February 23, 2022 the Company made a payment of $113,048 to pay down the note principal and effective January 1, 2023 the note went into default as the due date had passed with no extension.

	[2]	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 original maturity date of the note was 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. On December 30, 2021 the Company entered into an amendment to the notes to extend the maturity date to March 31, 2022 and on April 12, 2022 the Company entered into an amendment to the notes to extend the maturity date to March 31, 2023. The note has an interest rate of 10% per annum from the date of each drawdown. On April 1, 2023 the note went into default as the due date had passed with no extension. On October 30, 2023 the Company entered into an extension agreement to extend the maturity date to December 31, 2024. The note has an interest rate of 10% per annum from the date of each drawdown. During the year ended April 30, 2024, $295,000 was drawn down against the note. On December 31, 2024 the note went into default as the due date had passed with no extension.

	[3]	Effective July 14, 2023, the Company entered into a promissory note with Eduardo Alberto Maldonado through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $60,000 and a maturity date of July 14, 2024. The Company received $35,000 cash and rolled $25,000 from a prior convertible note payable into this loan. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $10,800 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 300,000,000 warrants, which was recorded at the fair market value of $150,000 with an increase in additional paid-in capital and the Company recognized a loss on settlement of debt of $67,196 for the extinguishment of debt of prior convertible note and accrued interest. On July 14, 2024 the note went into default as the due date had passed with no extension.

	[4]	Effective August 15, 2023, the Company entered into a promissory note with Eduardo Alberto Maldonado through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $32,500 and a maturity date of August 15, 2024. The Company received $32,500 cash. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $5,850 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 325,000,000 warrants, thus $16,250 of the $32,500 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. On August 15, 2024 the note went into default as the due date has passed with no extension.

	[5]	Effective September 14, 2023, the Company entered into a promissory note with Eduardo Alberto Maldonado through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $32,500 and a maturity date of September 14, 2024. The Company received $32,500 cash. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $5,850 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 625,000,000 warrants, thus $25,794 of the $32,500 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. On September 14, 2024 the note went into default as the due date has passed with no extension.

[1]	Effective February 28, 2022 the Company entered into a promissory note with Oscar and Ilda Gonzales with a principal amount of $102,500. The maturity date of the note is February 28, 2026 and repayments on the note are to begin on March 1, 2023 in the amount of $3,309 per month. The note has an interest rate of 10% per annum. As of July 31, 2025 and April 30, 2025 accrued interest on the convertible note was $5,081 and $5,057, respectively.

[2]	Effective June 2, 2023, the Maple Resources Corporation, the Company’s wholly owned subsidiary entered into an exchange agreement with Seeta Zieger Trust and a subscription agreement through the Company’s wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. Seeta Zieger Trust acquired, through the exchange agreement, the rights to the “Maple Note” (a 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). The note has a principal amount of $20,000 and a maturity date of June 2, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $3,600 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 313,479,624 warrants, thus $15,988 of the $20,000 in the note converted were allocated to the warrants with an increase in additional paid-in capital and an increase in debt discount. On August 1, 2024 the note payable was amended to extend the maturity date to December 2, 2024 and included an additional 18%, in lieu of interest, of the principal plus the initial in lieu of interest amount. The Company determined the extension and modification to other terms met the conditions of a debt extinguishment; therefore, the Company recorded a loss on extinguishment of debt of $4,248, which was included in other income (expenses) within the accompanying statement of operations. In addition, $5,013 was recorded as a debt discount on the amendment date to be recognized over the extended term of the note. On December 2, 2024 the note payable was amended to extend the maturity date to December 2, 2025 and included an additional 18%, in lieu of interest, of the principal. Accordingly, $5,013 was recorded as a debt discount on the amendment date to be recognized over the extended term of the note.

	[1]	On March 8, 2010, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $50,000 convertible note in a private placement transaction. In the transaction, the Company received proceeds of $35,000 and 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. On December 31, 2010 the note went into default as the due date had passed with no extension. As of July 31, 2025 and April 30, 2025 accrued interest on the convertible note was $75,718 and $70,718, respectively.

	[2]	Effective September 15, 2022, the Company entered into a convertible promissory note with a principal amount of $100,000 with Boot Capital, LLC. The Company received $91,250 after payment of $8,750 in fees and expenses of the lender and its counsel. The note has an interest rate of 10% per annum and a maturity date of September 15, 2023. The note can be converted into shares of common stock at a 42% discount from the lowest trading price during the 10 days prior to conversion. On September 15, 2023 the note went into default as the due date had passed with no extension. The note has a default interest rate of 22% per annum and the Company recorded $100,000 of additional interest as a default penalty. As of July 31, 2025 and April 30, 2025 accrued interest on the convertible note was $121,287 and $115,742, respectively.

	[3]	Effective February 28, 2023, the Company entered into a convertible promissory note with a principal amount of $226,875 with Sabby Volatility Warrant Master Fund, Ltd. This note was in exchange for a prior promissory note dated March 3, 2022 with principal due of $181,500 and accrued interest of $8,749, wherein the Company also incurred $36,626 worth of financing fees for the exchange. The note has an interest rate of 10% per annum and a maturity date of May 1, 2024. The note can be converted into shares of common stock at a variable exercise price that is equal to a 42% discount to the lowest trading price during the 10 days prior to conversion. On May 1, 2024 the note went into default as the due date had passed with no extension. As of July 31, 2025 and April 30, 2025 accrued interest on the convertible note was $36,182 and $33,928, respectively and the convertible note is currently being disputed.

	[4]	Effective February 28, 2024, the Company issued and delivered to GS a 10% convertible note in the principal amount of $65,000. The note was issued at a discount and the Company received net proceeds of $60,000 after payment of $5,000 of fees and expenses of the lender and its counsel. GS, at its option, can convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.00007 per share. The Company can prepay the note with prepayment penalties ranging from 105% to 125% during the first 180 days after issuance. On August 28, 2024 the note went into default as the due date had passed with no extension. As of July 31, 2025 and April 30, 2025 accrued interest on the convertible note was $9,242 and $7,604, respectively.

	[5]	Effective July 26, 2022, the Company issued and delivered to GS a 10% convertible note in the principal amount of $200,000, which was not funded until August 1, 2022. The note was issued at a discount and the Company received net proceeds of $185,000 after payment of $5,000 of fees and expenses of the lender and its counsel. GS, at its option, can convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.055 per share, subject to adjustment if there are future financings with more favorable rates. The Company can prepay the note with prepayment penalties ranging from 105% to 125% during the first 180 days after issuance. On October 30, 2023 the Company entered into an extension agreement to extend the maturity date to December 31, 2024. On December 31, 2024 the note went into default as the due date had passed with no extension. As of July 31, 2025 and April 30, 2025 accrued interest on the convertible note was $80,942 and $54,959, respectively.

	[6]	Effective August 24, 2023 the Company issued and delivered to GS a 10% convertible note in the principal amount of $55,000. The note was issued at a discount and the Company received net proceeds of $50,000 after payment of $2,000 of fees and expenses of the lender and its counsel. GS, at its option, can convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.00007 per share. The Company can prepay the note with prepayment penalties ranging from 105% to 125% during the first 180 days after issuance. On December 31, 2024 the note went into default as the due date had passed with no extension. As of July 31, 2025 and April 30, 2025 accrued interest on the convertible note was $14,487 and $11,437, respectively.

	July 31, 2025		April 30, 2025
Note payable to an accredited investor, with interest at 18%, convertible into common shares of the Company [1]	$	34,220	$	34,220
Note payable to an accredited investor, with interest at 18%, convertible into common shares of the Company [2]		79,451		79,451
Total		113,671		113,671
Less discount		-		-

Net	$	113,671	$	113,671

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

Outstanding, April 30, 2025		9,023,091,222	$	0.000144		4.06
Granted		-	$	-
Cancelled / Expired		-	$	-

Outstanding, July 31, 2025		9,023,091,222	$	0.000144		3.81

	2025			2024

Cash, beginning of period	$	4,579		$	898
Net cash used in operating activities		(8,900	)		(107,514	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		4,380			106,876

Cash, end of period	$	59		$	260

31.1*		Certification by Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
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

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	MMEX Resources Corporation

Dated: September 15, 2025	By:	/s/ Jack W. Hanks
		Chief Executive Officer (Principal Executive Officer), President and Chief Financial Officer (Principal Financial and Accounting Officer)