UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, ~~2023~~2024

☐ Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

for the transition period from _______________ to _______________

Commission File Number: 000-56379

NEXT-CHEMX CORPORATION

(Exact name of small Business Issuer as specified in its charter)

Nevada		32-0446353
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, Nevada		89135
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code: (725-867-0789)

n/a

Former address if changed since last report

Securities registered under Section 12(b) of the Exchange Act:

Title of each Class		Ticker Symbol		Name of each exchange on which registered
None		None		None

Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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 ☐ No ☒

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, 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 ☐	Accelerated Filer ☐	Non-Accelerated Filer ☐	Smaller Reporting Company ☒
			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 registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter (~~December~~March 31, ~~2023~~2025): $4120,~~679~~885,~~153~~887.00

State the number of shares outstanding of the registrant’s $0.001 par value common stock as of the close of business on the latest practicable date (~~March~~April 29, ~~2024~~2025): 28,546,834

Documents incorporated by reference: None.

TABLE OF CONTENTS

	PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	1718
ITEM 1B.	UNRESOLVED STAFF COMMENTS	1718
ITEM 2.	PROPERTIES	1718
ITEM 3.	LEGAL PROCEEDINGS	1719
ITEM 4.	MINE SAFETY DISCLOSURES	1720
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1821
ITEM 6.	[RESERVED]	2023
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	2023
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2529
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	2529
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE	2630
ITEM 9A	CONTROLS AND PROCEDURES	2630
ITEM 9B.	OTHER INFORMATION	2732
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	2732
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2832
ITEM 11.	EXECUTIVE COMPENSATION	2933
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3034
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	3035
ITEM 14	PRINCIPAL ACCOUNTING FEES AND SERVICES	3136
	PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	3238
SIGNATURES		3339

Important Notice: Deficient Report

The financial statements that form part of the present 2024 Annual Report on Form 10-K for the period covering fiscal year 2024 (the “2024 10-K” or the “Report”) have not been audited by our registered public accounting firm. THIS FILING MUST THEREFORE BE CONSIDERED AS SUBSTANTIALLY DEFICIENT.

On May 3, 2024, the Company was made aware that its former auditor had been denied the privilege of appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. The Company has appointed a new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“Fruci & Associates”) to replace its disbarred auditor. However, due to a vastly increased workload, as well as the necessity of reauditing the Company’s 2023 Annual Report and the reviewing of its quarterly reporting, Fruci & Associates has been unable to complete the review of this Report.

On April 28, 2025, the Company filed its revised and reaudited Annual Report on Form 10-K/A for the period covering fiscal year 2023 (“2023 10-K/A”). Shareholders are encouraged to read this unaudited Report together with the 2023 10-K/A.

The Company continues to work with Fruci & Associates to carry out the reviews of the quarterly reports for the first, second and third quarters of 2024 as well as the auditing of this present Report.

In addition to being unaudited, this Report is also late in filing. The Company completed the drafting of its reporting in good time to file, prior to the extended filing deadline, however, the Company decided to make substantial changes to its 2023 reporting that resulted in the filing of its 2023 10-K/A too close the filing deadline for this Report, including changes to the presentation of its financial statements and the reclassification of certain assets. Such changes were made as a priority to the 2023 10-K /A as a priority, but could not be properly be made to the present Report in a timely fashion to meet the filing deadline. This has resulted in the late filing of the present, unaudited Report.

THIS REPORT IS THEREFORE NOT ONLY SUBSTANTIALLY DEFICIENT BECAUSE IT IS UNAUDITED BUT ALSO BECAUSE IT IS LATE IN FILING.

The Company considers the present deficiencies in its reporting to be due to circumstances beyond the control of the Company.

It is hoped that no further substantive changes will be required to this Report, however, since our Auditors have yet to conduct their audit, this cannot be asserted. A new filing will be required once the financial statements have been audited.

FORWARD LOOKING STATEMENTS

Forward-Looking Statements

This Annual Report on Form 10-K (the “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“Reform Act”) regarding future events and the future results and prospects of NEXT-ChemX Corporation (the “Company”). In particular, these are to be found in Part I, Item 1 of this Report under the heading “Business” and Part II, Item 7 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements set out management’s current expectations, estimates and projections in particular in relation to the Company’s future business and are based on certain assumptions about future events. Any statement contained herein that does not directly relate to any historical or current fact is a foreword-looking statement within the meaning of the Reform Act. Words such as “future,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “predicts,” “will,” “would,” “could,” “can,” “may,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in December and the associated quarters, months and periods of those fiscal years.

PART I

ITEM 1. BUSINESS.

Company History and General Information

NEXT-ChemX Corporation (the “Company”), originally known as WeWin Group Corp before becoming, from December 2018, AllyMe Group, Inc., was organized on August 13, 2014 as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes and listed under the trading symbol (“WWIN”).

On April 26, 2021, the Company underwent a change of control in which the previous majority shareholder of the Company, sold 8,618,000 shares of common stock of the Company to Arastou Mahjoory and Kenneth Mollicone, each an accredited investor, in equal parts with one additional share held by Mr. Mollicone.

On April 27, 2021, the Company entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) with a Texas private company, NEXT-ChemX Corporation (“NEXT-ChemX (Private)”), pursuant to which the Company acquired the certain intellectual property assets of NEXT-ChemX (Private), specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company (the “APA Issuance”). As a result of this acquisition of assets, the business of the Company was changed to the commercialization of the certain novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”). Since the iTDE Technology is to be embodied in a ~~definite~~chemical extraction system that will continuously process and extract targeted chemicals, the current business is now, following the reorganization, best defined under SIC Code: 3559 - Chemical Machinery and Equipment.

Following the acquisition and the APA Issuance, Messrs. Mahjoory and Mollicone ~~acquire~~acquired an additional 322,989 shares of common stock from several minority shareholders and agreed to cancel an aggregate of 5,418,000 of their shares of common stock of the Company.

As part of the reorganization of the business of the Company, the Company’s Board of Directors and management were also changed, with all previous directors and officers resigning and being replaced with 2two Directors nominated by NEXT-ChemX (Private). In addition, the Company’s plans, organization, focus and long-term strategy were redefined. As a result, the projections, prospects and expectations contained in the Company’s reporting documents issued since April 27, 2021 outline a very different future, having been radically reassessed.

In order that the change of the business of the Company from business consulting to the design and manufacture of chemical extraction equipment be clearly underlined, and ~~better~~ to better reflect to the markets the actual business of the Company, the Company’s Board of Directors decided to change its name, adopting the name of its new principal shareholder, NEXT-ChemX (Private) that had supplied the iTDE Technology in exchange for the APA Issuance. The Board of Directors considered that the name ‘NEXT-ChemX’ better defines the Company’s new business of Chemical extraction equipment manufacture, signals the novel approach of the iTDE Technology and distances the Company from its original business ~~consulting~~ consulting roots. On June 16, 2021, the Company’s Board of Directors approved the change of name from “AllyMe Group Inc.” to “NEXT-ChemX Corporation”. Approval for this was granted by FINRA on July 22, 2021. The Company began trading under the new trading symbol “CHMX” on July 30, 2021.

The Company’s principal address is at 1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, Nevada. The Company currently conducts its principal development work in India.

The Company has adopted a December 31 fiscal year end.

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

Overview of the Business

~~iTDE Technology:~~The aprincipal ~~disruptive~~product ~~advance~~of inthe ~~sustainable~~business ~~material-extraction~~is ~~techniques~~an integrated system for extracting ionic materials from solutions.

~~The iTDE~~While ~~Technology~~there isare ~~the~~a ~~principal~~number ~~asset~~ of ~~the~~systems ~~business.~~that Itcan ~~enables~~be ~~the~~used to ~~creation~~extract ofand aseparate ~~versatile~~materials, ~~ion~~there ~~extraction~~is ~~system~~considerable ~~based~~difficulty onin operating a ~~unique chemistry~~continuous ~~that~~process ~~operates~~to byextract ~~passing~~very ~~liquids~~low ~~containing~~concentrations of ions (ewhile remaining less harmful to the environmental and low cost.~~g.:~~ ~~brines~~Moreover, ~~leach~~most ~~liquors,~~systems ~~oils,~~have ~~contaminated~~difficulty ~~water)~~in ~~through~~extracting aions ~~circuit~~present ofin ~~very-high~~low ~~surface-area~~concentrations ~~hollow~~and ~~fiber~~are ~~membranes~~unable ~~(“iTDE~~to ~~System”).~~extract ~~From~~a ~~this~~meaningful ~~flow,~~percentage of the targeted ~~ions~~ion, ~~are~~necessarily ~~attracted~~leaving ~~across~~some aof ~~membrane~~the desired ions behind. Many systems often are unable to ~~accumulate~~remove ~~the~~only ~~required,~~one targeted ~~materials~~ion. inAt the heart of the Company’s system is a ~~process~~radically ~~called~~innovative technology: “~~ion-harvesting~~iTDE”. ~~The~~Our iTDE ~~System,~~Technology ~~which~~can ~~mimics~~remove ~~the~~many ~~chemistry of~~specifically ~~biological~~targeted ~~processes,~~ions ~~operates~~in ata ~~standard~~manner ~~temperature~~that ~~and~~leaves ~~pressure.~~them ~~The~~with ~~speed~~high purity ~~of the flow (~~and ~~harvest~~concentrates ~~rate)~~said ~~depends~~ions onextracted ~~several~~from ~~operational factors~~input ~~which~~liquids ~~include~~with ~~the~~low ~~composition~~concentrations of ~~the~~said ~~liquid~~ion.

~~Nature has~~While ~~evolved~~the ~~very~~iTDE ~~efficient~~technology ~~processes~~is tothe ~~extract~~heart ~~ions~~of ~~from~~the ~~solutions~~system, the ~~and~~final ~~much~~product ofuses ~~higher~~a ~~life~~combination ~~biology~~of isextraction ~~based~~techniques, onbeginning ~~these~~with ~~principles.~~a ~~By mimicking~~standard ~~this,~~filtration ~~our~~system ~~iTDE~~to ~~System~~remove issolid ~~effective~~contaminants from ~~and~~the ~~efficient~~input ~~without~~liquid ~~using~~feedstock. ~~high~~Certain ~~pressures~~other orelements ~~high~~may ~~temperatures.~~be ~~This~~removed ~~radical~~using ~~new~~a ~~commercial approach~~more toeconomical ~~extraction~~process ~~technique~~to ~~harnesses~~separate ~~principles~~specific asions ~~old~~that are aspresent ~~nature~~in ~~herself.~~larger ~~The~~concentrations, ~~iTDE~~before ~~Technology~~finally ~~has~~introducing ~~now~~the ~~proven~~iTDE ~~its~~Technology ~~ability~~ to ~~extract a~~complete ~~large~~the ~~array~~extraction of ~~different~~the targeted ions ~~from~~present in ~~liquid~~much ~~solutions~~smaller asconcentrations. ~~one~~The ~~would~~combination ~~expect~~of ~~from~~different ~~the~~processes ~~natural~~is ~~environment,~~used ~~operating~~to atreduce ~~ambient~~costs ~~temperatures~~ and ~~pressures~~to ~~and~~improve ~~even~~reliability ~~where~~and ~~targeted ions exist in low concentrations~~extraction rates.

~~Due to~~For ~~its~~each ~~operational~~specific ~~methodology~~liquid feedstock, ~~the~~we ~~iTDE~~design ~~System~~and test ~~extracts~~an ~~continuously,~~extraction ~~without~~system ~~the~~to ~~need~~perform for ~~batching,~~a ~~separation~~specific orcustomer’s ~~evaporation~~feedstock. ~~stages, targeting~~We ~~ions~~are ~~directly~~now ~~from~~completing ~~the~~a ~~fluid~~pilot ~~flow.~~plant ~~While~~system awhich ~~deployed~~is ~~system~~composed of ~~may~~a ~~use~~combination ~~filtration~~of orprocesses, ~~other~~all ~~techniques~~of which contribute to ~~remove~~the ~~certain~~direct ~~impurities prior~~extraction toprocess. ~~commencing~~This ~~extraction,~~Complex ~~the~~Processing ~~iTDE~~ion-Targeting Direct Extraction System ~~itself~~(“CPiTDE ~~avoids~~System”) ~~the~~is ~~need~~now ~~for~~being ~~sophisticated~~finalized ~~filtration~~in ~~techniques,~~a ~~electrolysis~~manner orthat ~~ion-exchange and~~will ~~does~~improve ~~not~~its ~~operate~~efficiency ~~using~~and ~~osmotic~~reduce ~~process~~costs. The Asresult awill ~~result,~~allow itour ~~uses~~Company ~~significantly~~to ~~less~~assess ~~energy~~system inextraction ~~comparison~~performance and to ~~currently~~evaluate ~~deployed~~a ~~market~~potential customer’s actual liquid feedstock ~~alternatives~~to ~~and~~confirm ~~can~~our ~~easily~~commercial bepotential. ~~adapted~~CPiTDE is designed to ~~extract~~remove aspecific ~~range~~targeted ofelements ~~valuable~~in ~~materials~~a continuous process from ~~the~~liquid ~~same~~solutions, such as brines, ~~and~~leach liquors, oils, or contaminated water.

~~By adjusting system variables, the~~ iTDE ~~System~~Technology: ~~can~~a ~~extract~~disruptive ~~ions~~advance ~~existing~~ in ~~very low concentrations from liquid solutions without the need~~sustainable toion ~~pre-concentrate~~extraction the solution through evaporation. This is an important feature where the removal of chemical contaminants is critical or where other environmental considerations are important, notably, in respect of water management programs. The system can also be used as a synergistic resource for improving water supply, for example by reducing the salinity of aquifers from which solutions are drawn while simultaneously harvesting commercially interesting ions and salts.techniques

~~The~~ At the heart of our extraction process is the iTDE Technology, ~~System~~the ~~only~~essential ~~extracts~~intellectual ~~targeted~~property ~~materials~~component of the CPiTDE System and ~~should~~the ~~not~~principal ~~precipitate~~asset of the business (“iTDE System Component”). It enables the design of a ~~contaminated~~versatile ~~residue~~ion orextraction ~~result~~system inusing a ~~waste~~cascade ~~that~~of ~~may~~different beprocesses ~~difficult~~ implemented to ~~deal~~increase efficiency ~~with~~and ~~environmentally~~reduce costs. ~~The~~Following ~~result~~the isinitial ~~that~~processing ~~the~~of ~~system~~a ~~generates~~liquid ~~much~~feedstock, ~~less~~the ~~damaging~~iTDE ~~waste~~System ~~than~~Component ~~alternatives~~operates ~~and~~at isthe ~~usefully~~final ~~deployed~~stage into ~~areas~~extract ~~where~~specifically ~~water~~targeting ~~resources~~ions ~~are~~existing ~~precious~~in smaller quantities.

~~A critical~~Based ~~advantage~~on ofa ~~the~~unique ~~iTDE~~observation ~~Process~~of isbiological ~~its~~processes occurring ~~alignment~~in ~~with~~living ~~sustainable~~organisms, ~~systems.~~our ~~Sustainable~~iTDE ~~processes~~Technology ~~are~~operates ~~those~~by ~~that~~passing ~~do not disrupt~~ the ~~natural~~liquid ~~cycles~~containing ~~when~~the ~~they~~desired ~~operate~~ions tothrough ~~make~~a ~~change~~circuit ~~and~~of dovery-high surface-area ~~not~~hollow ~~deplete~~fiber ~~finite~~membranes. ~~resources~~The ~~unacceptably~~targeted toions ~~drive~~are ~~their~~attracted ~~process;~~across wesaid ~~believe that~~membranes ~~since~~without ~~iTDE~~high ~~Technology~~pressure, ~~only~~temperature, ~~removes~~or ~~specific~~electrolysis. From ~~ions~~this ~~from~~flow, targeted ~~solutions,~~ions ~~leaving~~are ~~the~~attracted ~~remaining~~across ~~solution essentially unchanged,~~ the ~~iTDE~~membrane ~~System~~to ~~provides~~accumulate in a ~~truly sustainable~~ process: acalled “~~surgical~~ion-harvesting” ~~means of concentrating required materials from solutions~~. ~~This~~ ~~gives~~The ~~the~~ iTDE System anComponent, ~~innate~~which ~~advantage~~mimics inthe ~~its~~chemistry ~~ability~~of tobiological ~~refine~~processes, ~~and~~operates ~~improve~~at ~~liquids~~standard temperature and ~~oils as well as cleaning or decontaminating the environment~~pressure.

~~The iTDE~~Nature ~~System~~has isevolved ~~expected~~very efficient processes to beextract ions ~~introduced~~from assolutions aand ~~modular~~much ~~system,~~of ~~completely~~higher ~~scalable~~life ~~(essentially~~biology byis ~~adding~~based ~~more~~on ~~circuits)~~these principles. By mimicking this, ~~making~~our itiTDE ~~both economical~~System Component is effective and ~~flexible~~efficient without using high pressures or elevated temperatures. ~~Land~~This ~~usage~~radical isnew ~~dedicated~~commercial ~~only~~approach to ~~the~~extraction ~~system~~technique ~~installation~~harnesses principles ~~with~~as ~~its~~old ~~plant,~~as ~~necessary~~nature ~~storage~~herself. ~~tanks~~The ~~and~~iTDE ~~collection facilities.~~Technology ~~Where~~has ~~once~~now ~~the~~proven ~~modules~~its ~~were~~ability ~~deployed~~to ~~there~~extract isa ~~little~~large ifarray ~~any~~of ~~lasting~~different ~~damage~~ions topresent in ~~the~~low ~~environment~~concentrations in liquid solutions as one could expect from ~~system~~studying ~~operations~~natural processes.

~~The~~Due to its operational methodology, the CPiTDE System ~~Company~~extracts ~~plans~~continuously, towithout ~~deliver~~the need for a first evaporation stage, targeting ions directly from the ~~iTDE~~fluid flow. The overall system generally toavoids ~~market~~the inneed ~~units~~for ~~based~~electrolysis, onabsorption, ~~the~~or ~~geometry~~reverse ofosmosis aprocesses. ~~40’~~As ~~sized~~a ~~container~~result, ~~configured~~it asis ~~part~~projected to use less energy ofin acomparison ~~larger~~to ~~system.~~currently ~~This~~deployed ~~gives~~market ~~the~~alternatives ~~total~~and ~~plant~~can be adapted to extract a ~~low~~range ~~maintenance~~of ~~downtime~~valuable materials from brines, leach liquors, oils, and ~~allows~~contaminated ~~the~~water. ~~Company~~The CPiTDE System should not leave a ~~unique~~difficult ~~ability~~contaminated toresidue ~~service~~that ~~iTDE~~may ~~Systems~~be difficult to deal bywith ~~“hot~~environmentally. ~~swapping”~~The result is that the ~~component~~system ~~parts~~should ~~for~~generate ~~operational~~less ~~variation~~damaging orwaste ~~for~~than ~~maintenance~~alternatives ~~purposes,~~and ~~thus~~is ~~maximizing~~usefully ~~efficiency~~deployed in areas where water resources are precious.

The ~~Company~~ CPiTDE System is ~~unaware~~expected ofto ~~any~~be ~~similar~~introduced ~~process~~as a modular system, completely scalable (essentially by adding more modules), making it both economical and ~~believes~~flexible. ~~its~~Land ~~iTDE~~usage ~~System~~is dedicated only to bethe ~~unique~~system ininstallation with its ~~advantages~~plant, necessary storage tanks and collection facilities. Once the modules are deployed there should be little if any lasting damage to the environment from system operations.

The Company plans to deliver the initial CPiTDE systems ~~Commercialization~~to ~~Process~~market in units based on the geometry of a 40’ sized container, configured as part of a larger system. The Company is unaware of any similar process and believes its planned CPiTDE System to be unique in its advantages for certain ion extractions.

~~In general,~~The ~~the~~Commercialization process of commercialization of any physically embodied novel technology from its theoretical proposal to its successful commercialization follows a broadly similar course. This can be described as follows:Process

●In Initial Phase: the technology must be demonstrated as novel and viable: it actually has to be proven to work. Proving technology usually takes place in a laboratory and demonstrates its functionality and practical application. At the end of this processgeneral, the ~~technology can be said to be proven, but it is not yet necessarily commercially viable; ● Pilot Testing Phase: once proven, the~~ process of ~~defining~~commercialization ~~limitations, process elucidation and scale up begins, usually with some form~~ of ~~controlled~~any physically ~~pilot~~embodied ~~system.~~novel ~~These~~technology ~~are developed first to ensure that the system can still operate away~~ from ~~the~~its ~~laboratory~~theoretical ~~bench,~~proposal ~~and more robustly, but are also required~~ to ~~define~~its ~~and~~successful ~~measure~~commercialization ~~the~~follows ~~operational~~a ~~capabilities~~broadly ofsimilar ~~the technology~~course. This Atcan ~~this stage information is gathered to document process variations and the effects of adjustments and modifications; different materials and operational parameters may~~ be ~~tried~~described ~~and~~as ~~tested;~~follows:

○● ~~Concurrently~~Initial ~~with~~Phase: ~~and extending beyond~~ the ~~initial~~technology ~~controlled~~must ~~pilot system, the process control systems should~~ be ~~designed~~demonstrated ~~and~~as ~~tested~~novel ~~to ensure quality control~~ and ~~reliability.~~viable: Init ~~this respect, initial controls are also used as development tools for the system but~~ must be ~~reduced~~proven to ~~the~~work ~~minimum~~in ~~interference~~a ~~and~~laboratory ~~cost~~benchtop ~~for the process quality control~~setting. At ~~this~~the ~~stage~~end ~~quality~~of ~~measurement~~this ~~points and~~ process, ~~control systems are mapped and defined and/or developed. With~~ the ~~iTDE~~technology ~~System~~is proven, but it is ~~important~~not toyet ~~define~~necessarily ~~process~~commercially ~~kinetics~~viable; in● ~~depth~~Pilot toTesting ~~identify~~Phase: ~~variables~~once inproven, the ~~definition~~process of ~~process~~defining ~~controls~~limitations, ~~and~~process ~~modifiers~~performance for specific ~~customer~~applications ~~supplied~~and ~~liquid~~potential ~~materials;~~scale ○up ~~Operational~~begins, ~~data~~usually ~~from~~with ~~the~~some ~~initial~~form of controlled pilot system isusing ~~additionally~~specific ~~used~~liquid toinputs ~~create~~determined ~~working~~from ~~economic~~interested ~~models~~potential companies that ~~define~~require ~~expenses~~certain ~~and~~ion ~~predict~~extractions. ~~commercial~~These ~~operating~~are ~~and~~developed ~~lifetime~~to ~~costs.~~ensure ~~This~~that ~~forms~~ the ~~basis~~system ofcan ~~product~~operate ~~and~~under ~~system~~larger ~~definition~~throughput ~~that~~conditions ~~can~~and beare ~~used~~necessary to ~~finalize~~define aand ~~proposed~~measure ~~commercial~~the ~~viability~~operational ~~analysis~~capabilities asof ~~well~~the astechnology. ~~marketing documentation; ○~~ At this stage ~~practical~~information ~~testing~~is ~~can~~gathered beto ~~done~~document ~~preferably~~process ~~with~~variations ~~potential customer~~ and ~~commercial~~the ~~partner~~effects ~~inputs~~ of ~~materials~~adjustments and modifications, ~~conditions~~as ~~and~~well ~~requirements.~~as ~~This~~testing ~~opens~~other ~~the~~designated ~~first~~materials ~~marketing~~and ~~efforts.~~operational parameters;

●○ ~~Operational~~Concurrently ~~Pilot~~with ~~Deployment Phase: From~~ the ~~controlled~~initial pilot system testing, the ~~next~~process ~~phase~~control issystems toshould ~~move~~be todesigned ~~the~~and ~~construction~~evaluated ofto aensure ~~commercial~~quality ~~pilot~~control ~~plant~~and reliability. ~~This~~At ~~incorporates~~this stage quality measurement points and ~~makes~~process ~~use~~control ofsystems ~~all~~are mapped and defined and/or developed. With the ~~system~~CPiTDE ~~definitions~~System, it is important to define the process kinetics in depth to identify variables in the definition of process controls and ~~improvements~~modifiers ~~resulting~~for specific customer supplied liquid materials; ○ Operational data from the initial controlled pilot system is used to create aworking ~~robust~~economic ~~commercially~~models ~~deployable~~that ~~system~~define ~~that~~costs ~~can~~and ~~operate~~predict incommercial ~~the~~operating ~~field.~~performance ~~This~~as iswell ~~essentially~~as aprojected ~~‘prototype’~~capital ofcosts. This forms the ~~final~~basis of product. ~~The~~and ~~prototype~~ system ~~will~~definition ~~usually~~that ~~include~~can ~~many~~be ~~process~~used ~~controls~~to ~~necessary~~finalize toa ~~monitor~~proposed ~~the~~commercial ~~operation~~viability ofanalysis ~~the~~as ~~system~~well inas ~~full~~marketing ~~deployment.~~documentation; ○ At this stage, ~~the~~practical ~~system~~testing iscan ~~usually~~be ~~deployed~~done preferably with apotential ~~partner~~customer ~~willing~~inputs toof ~~allow~~materials, ~~the~~conditions, ~~operation~~and ofrequirements. ~~their~~This ~~plant~~then ~~together~~opens ~~with~~ the ~~Company~~first asmarketing ~~technology developer;~~efforts.

○● ~~Measuring~~Operational ~~plant~~Pilot ~~operation~~Deployment ~~against~~Phase: ~~real-world~~From ~~considerations~~the controlled pilot system, the next phase is ~~vital~~to move to the ~~implementation~~construction of ~~operating~~a ~~efficiency~~commercial ~~and~~pilot toplant. ~~calibrating~~This ~~the~~incorporates ~~reliability~~and makes use of all the system. ~~Parameters~~definitions ~~are~~and ~~adjusted~~improvements toresulting ~~compensate~~from ~~for~~the ~~deployed~~controlled ~~operational~~pilot ~~conditions~~system or to ~~accommodate~~create ~~deployment~~a ~~and~~robust ~~operational~~commercially ~~issues;~~deployable ○system ~~Commercial~~that ~~data~~can isoperate ~~collected~~in tothe ~~finalize~~field for a specific liquid input. With the ~~commercialization~~Company’s ~~model;~~technology, ○a ~~Operational~~commercial ~~manuals~~pilot ~~are~~plant ~~designed~~necessarily requires a specific liquid feedstock input which has been defined, and ~~produced~~contracted, where significant quantities of samples have been received and ~~issues~~confirmed at a laboratory level. This would be a ‘prototype’ of the final product. ~~liability~~The ~~are~~prototype ~~resolved~~system ~~eventually~~should ~~with~~include ~~input~~process ~~from~~controls ~~insurance~~necessary ~~organizations~~to ~~and~~monitor ~~environmental~~the ~~groups;~~operation ○of ~~Product~~the ~~certifications~~system ~~are~~in ~~sought~~full ~~where~~deployment. ~~applicable;~~At ~~and~~this ○stage, ~~Marketing~~the ~~materials~~system ~~are~~is ~~finalized.~~often deployed with a partner willing to allow the operation with their existing plant under a development agreement;

●○ ~~Initial~~Measuring ~~Commercial~~plant ~~Deployment~~operation ~~Phase:~~against ~~Initial~~real-world ~~commercial~~considerations ~~deployment~~is ~~focuses~~vital onto the ~~construction~~implementation ~~and scale up~~ of ~~production~~operating ~~facilities~~efficiency ~~organized~~ and ~~documented,~~to ~~suitable~~calibrating tothe ~~meet~~reliability ~~commercial~~of ~~demand~~the system. ~~The~~Parameters ~~introduction~~are ofadjusted ~~the~~to ~~products~~compensate ~~and~~for ~~systems~~deployed isoperational ~~carefully~~conditions ~~controlled~~or ~~and~~to ~~priced~~accommodate todeployment ~~enable~~and aoperational ~~controlled~~issues; ~~ramp~~○ upCommercial ofdata ~~production,~~is ~~while~~collected ~~discouraging~~to ~~copies~~finalize ~~and~~the ~~patent~~commercialization ~~litigation~~model;

~~○ Options for specially designed systems and an expansion of the defined field of usage is considered and explored; ○ Financing options to assist with sales are also explored at this stage;~~6

●○ ~~Full~~Operational ~~Commercialization:~~manuals ~~The~~are ~~final~~designed ~~phase~~and isproduced, ~~the~~and ~~Full~~issues ~~Commercialization~~of ~~Deployment~~product ~~supported~~liability byare ~~finance~~resolved eventually with input from insurance organizations and ~~production~~environmental asgroups; ~~well~~○ asProduct acertifications ~~clear~~are ~~marketing~~sought ~~plan~~where applicable; and ○ Marketing materials are finalized.

6● Initial Commercial Deployment Phase: Initial commercial deployment focuses on the construction and scale up of production facilities organized and documented, suitable to meet commercial demand. The introduction of the products and systems are carefully controlled and priced to enable a reasonable ramp up of production, while discouraging copies and patent litigation;

~~These five~~○ ~~technology~~Options ~~commercialization~~for ~~stages~~specially ~~outlined~~designed ~~above~~systems ~~are~~and ~~broadly~~an ~~generic,~~expansion ~~but~~of dothe ~~also~~defined ~~apply~~field ~~specifically~~of usage are considered and explored; ○ Financing options to ~~the~~assist ~~Company’s~~with ~~business.~~sales are also explored at this stage;

~~While at~~● ~~present the Company has no revenues, and therefore requires investment to follow the process of working towards~~ Full ~~Commercial~~Commercialization: ~~Deployment of the iTDE Technology, the Company has been advancing slowly towards its business goals, following the technology commercialization plan outlined above.~~ The ~~current~~final ~~principal~~phase ~~goal~~ is ~~deployment of a viable product that embodies~~ the ~~iTDE~~Full ~~Technology~~Commercialization ~~and~~Deployment issupported commercially advantageous. Based on the current information, Management believes that the achievement of this goal is fully possible. To understand this more specifically, it is important to assess where in the commercialization process the iTDE Technology is currently to be found, as this addresses in part the business opportunity represented by ~~the~~finance ~~iTDE~~and ~~Technology,~~production as well as ~~defining~~a ~~the~~clear ~~work~~marketing ~~remaining along such commercialization path and points to the time necessary for its potential introduction to the market~~plan.

~~The~~These five technology commercialization stages outlined ~~Company’s~~above ~~progress~~are ~~towards~~broadly ~~Market~~generic ~~Readiness~~but do also apply specifically to the Company’s business.

~~It is~~While ~~always~~at ~~difficult~~present tothe ~~identify~~Company ~~exactly~~has ~~where~~no ~~any~~revenues ~~technology~~and istherefore requires investment to befollow ~~found along~~ the ~~path~~process toof ~~its~~working ~~commercialization~~towards ~~and~~Full ~~how~~Commercial ~~soon~~Deployment itof ~~will be~~the ~~ready~~CPiTDE ~~for commercial deployment. Throughout fiscal year 2023~~System, the ~~focus~~Company ~~was~~has onbeen ~~the~~slowly advancing ~~design~~towards ~~and~~its ~~construction~~business ofgoals, aand ~~controlled~~following ~~pilot system consistent with~~ the ~~needs~~technology ofcommercialization ~~the~~plan ~~pilot~~outlined ~~testing phase~~above. InThe ~~order~~current ~~better~~principal togoal ~~concentrate~~is deployment onof ~~this,~~a ~~given~~viable ~~the~~product ~~limited resources and knowing~~ that embodies the ~~extraction~~iTDE ~~technology~~Technology ~~has been proven~~ in the ~~laboratory~~newly ~~for~~conceived aCPiTDE ~~variety~~System ofintended ~~critical~~for ~~materials,~~potential ~~the Illinois Laboratory was closed~~customers. ~~during~~During ~~2023~~fiscal ~~and~~2024, the Company ~~turned~~made toconsiderable ~~consider~~progress in the ~~engineering~~design ~~issues~~of ~~using~~the ~~consultants~~System. ~~and~~Considering ~~contractors~~the ~~from~~above ~~India.~~outlined ~~having~~technology ~~proven certain~~commercialization ~~extraction rates~~process, ~~and~~Management ~~the~~considers ~~ability~~that of the ~~iTDE~~Company ~~Technology~~is tonow ~~operate~~well ~~effectively.~~advanced ~~This~~in ~~puts~~the uspilot ~~into~~technology ~~the~~testing ~~second~~ phase. ~~The~~and ~~best~~hopes ~~estimate for~~to ~~completion~~move oftowards ~~the~~commercial Pilot ~~controlled~~in ~~pilot~~2025 ~~plant~~using isspecific ~~that~~feedstock itsamples. ~~will~~Subsequently becontinuing ~~operational~~with at the ~~beginning~~deployment of the ~~third~~CPiTDE ~~quarter~~System ofin ~~2024.~~conjunction Ifwith ~~successful,~~one ~~this~~or ~~could~~more ~~lead~~Partners towithin ~~operational~~fiscal ~~pilot deployment at customer sites in the first quarter of 2025~~2026.

The ~~principal~~ ~~focus~~Company’s ofprogress ~~the~~towards ~~commercialization effort is the extraction of Lithium from brines and geothermal sources as well as liquors from~~Market ~~leached mined ores.~~Readiness

InIt is always difficult to identify exactly where any technology is along the ~~design~~path ofto ~~our~~its ~~lithium~~commercialization ~~extraction~~and ~~process~~how soon it will be ready for commercial deployment. Throughout fiscal year 2024, wethe ~~have~~focus ~~developed~~has been not only on the design and construction of a controlled pilot system ~~for~~consistent with the ~~extraction~~needs of the ~~many~~pilot ~~valuable~~testing phase ~~naturally~~but ~~occurring additional~~also ~~ions~~looking ~~present~~at inthe ~~lithium-containing~~development ~~solutions~~of specific components for the system and consideration of supply and production issues. WeThe Company ~~believe~~no ~~that~~longer ~~this~~conducts ~~approach~~significant development work in the US, ~~isolating~~having amoved ~~variety~~its offocus ~~different~~in ~~elements~~2023 ~~during~~to India where the Company runs several ~~extraction,~~programs ~~will~~under ~~yield~~its ~~potential~~local ~~additional~~research ~~revenues~~director. orMost ~~improve~~of the ~~environment~~development byhas ~~reducing~~centered oraround ~~eliminating~~the ~~unwanted~~consideration ~~ions,~~of ~~including~~specific ~~contaminates.~~engineering issues ~~The~~in ~~resulting~~relation ~~process~~to ~~should~~iTDE ~~generate~~Technology, abut ~~more~~the ~~cost~~Company ~~effective~~has ~~lithium~~also begun looking at combining different extraction bytechniques ~~enabling~~with a view to improving efficiency and lowering operational costs. Primarily using consultants and contractors, the ~~sale~~work ofhas ~~other~~progressed ~~valuable~~well. ~~materials~~At present, ~~with~~the ~~minimal~~best ~~disruption~~estimate tofor completion of the ~~environment~~controlled pilot CPiTDE System that it will be operational by the third quarter of 2025.

~~In recent~~The ~~years~~principal ~~there~~focus ~~has~~of ~~developed considerable concern regarding~~ the ~~environmental~~commercialization ~~effects of commercially deployed methods of lithium~~effort ~~extraction,~~remains ~~in particular South America where water resources are lost to evaporation, and toxic concentration lakes have a profound impact on~~ the ~~environment,~~extraction ~~particularly the fauna. By using the iTDE System, we believe that most~~ of ~~the~~Lithium ~~water~~and ~~resources~~metal ~~can~~ions ~~be either be returned to the aquifers or lakes~~ from ~~which~~brines ~~they~~and ~~were~~geothermal ~~drawn~~sources soas ~~that~~well ~~the long-term disruptive footprint of the process will be minimal, or potentially used in human activities such~~ as ~~farming~~liquors orfrom ~~social~~leached ormined ~~development needs~~ores.

~~On March~~In ~~27, 2023,~~ the ~~Company~~design ~~entered~~of ~~into~~our alithium ~~contractual~~extraction ~~partnership~~process, ~~agreement (“Partnership Agreement”) with the UK AIM listed~~we ~~company~~have ~~Clontarf~~developed ~~Energy~~a ~~plc~~system ~~(“Clontarf”). The Partnership Agreement provides~~ for the ~~formation~~extraction of athe ~~50:50~~many ~~joint~~valuable ~~venture~~naturally ~~intended to~~occurring beadditional ~~the~~ions ~~vehicle~~present ~~the~~in ~~parties~~lithium-containing tosolutions. We ~~the~~believe ~~Partnership~~that ~~Agreement~~this ~~use~~approach, toisolating ~~negotiate~~a ~~with~~variety ~~“Pública~~of ~~Nacional~~different ~~Estratégica~~elements ~~Yacimientos de~~during ~~Litio~~extraction, ~~Bolivianos”~~will ~~(the~~yield ~~‘National~~potential ~~Strategic~~additional ~~Public~~revenues ~~Company~~or improve ofthe ~~Bolivian~~environment ~~Lithium~~by ~~Deposits’~~reducing or ~~“YLB”)~~eliminating ~~for the~~ions ~~rights~~that tomust ~~exploit~~be ~~lithium~~removed ~~mining~~first ~~and~~before ~~extraction~~extracting inthe ~~Bolivia~~desired ~~using iTDE Technology~~ion. IfThe ~~successful,~~resulting ~~the~~process should ~~partners~~generate ~~plan to create~~ a ~~corporate joint~~more ~~venture~~cost-effective ~~organized~~lithium inextraction ~~Bolivia~~by ~~(“JVCo”)~~enabling ~~that~~the ~~would~~sale ~~commence~~of ~~operations~~other ~~for~~valuable ~~the~~materials, ~~benefit~~with ofminimal disruption to the ~~partners~~environment.

On April 21, 2023, following (i) receipt by the Company of US$500,000 paid by Clontarf to secure for the Partners’ cooperation the exclusive rights to use the iTDE technology on the territory of Bolivia to extract lithium from Bolivian brines (“Exclusivity Fee”), and (ii) the issuance by Clontarf to the Company of 192,500,000 Clontarf shares in certificated form immediately and an additional 192,500,000 Clontarf shares in certificated form under an agreement subjecting the said shares to a “locked in period” restricting the trading of the share for a period of 12-months from issuance. Half of these shares were paid in commission to a third party that had arranged the relationship with Clontarf.7

7In recent years there has developed considerable concern regarding the environmental effects of commercially deployed methods of lithium extraction, in particular the South American region known as the “Lithium Triangle”, where scarce water resources are lost to evaporation, and toxic concentrations in evaporation ponds have a profound impact on the environment, particularly the fauna. By using the CPiTDE System, we believe that most of the brine water resources can be either be returned to the underground brine reserves from which they were drawn so that the long-term disruptive footprint of the process will be minimal, or potentially used in human activities such as farming or social development needs.

~~Under~~On October 24, 2024, the Company awarded a Research Grant (“October Research Grant”) to the ~~terms~~Department of Chemical Engineering of the ~~Partnership~~‘BITS ~~Agreement~~Pilani K K Birla Goa Campus’, an Indian Campus of Birla Institute of Technology and Sciences, based in South Goa, India (“BITS”) for the ~~Company~~“Development of ~~issued~~Next-Generation Energy Technologies”. The work to ~~Clontarf~~be ~~100,000~~conducted ~~fully~~by ~~paid~~BITS ~~restricted~~includes ~~shares~~development of ~~common~~new ~~stock~~membranes and manufacturing equipment for the same, as well as other environmental technologies and certain specific software. Under the terms of the ~~Company~~grant, a total ~~representing~~of $339,657 is pledged for the USwork ~~dollar~~with ~~value~~the bulk payable between the last Quarter of fiscal 2024 and the second quarter of 2027. The first payment of $~~500~~41,~~000~~754 was transferred in December 2024.

~~Under the~~On ~~terms~~December of7, ~~the Partnership Agreement~~2024, if the Company ~~concludes~~signed a ~~transaction with 2 specific named entities on or before March 27,~~‘Sponsored ~~2025,~~Research ~~Clontarf~~Agreement” ~~will be entitled to a 15% contributing interest in the Company’s component of the agreed structure resulting from the agreement~~ with ~~either~~BITS orsetting ~~both~~out ~~named third parties. The entitlement of Clontarf to any fees shall be limited to any participation by~~ the ~~Company in the ownership of the equity of any joint ventures or other forms of corporate~~ cooperation between ~~the~~BITS ~~Company~~ and ~~those two~~the ~~entities.~~Company ~~Such entitlement shall exclude any participation~~ in ~~the~~relation ~~maintenance~~to orwork ~~management~~to ~~arrangements~~be ~~for~~carried ~~the~~out ~~iTDE technology~~under orthe ~~any~~October ~~similar~~Research ~~tolling or servicing arrangement~~Grant.

~~If the~~Long ~~business~~Term ~~proceeds~~Prospects ~~successfully,~~and ~~the~~Market ~~Partnership Agreement provides for Clontarf to issue to the Company the following of its fully paid ordinary shares:~~Potential.

~~(i) if,~~The iniTDE ~~the~~Technology ~~opinion~~has a wide field of ~~Clontarf,~~potential future ~~acting~~applications. ~~reasonable~~In addition to lithium extraction, the ~~processing~~system ofcan; ~~brines~~extract fatty acids from ~~Bolivia~~vegetable ~~through~~oils ~~the~~to ~~Company’s~~create ~~pilot~~a ~~plant~~superior refining ~~system~~process isthat ~~successful~~does ~~(i.e.~~not ~~with~~produce ~~reasonably~~certain ~~adequate~~toxic ~~purities,~~waste ~~recoveries~~generated ~~and~~by ~~costs)~~the ~~and~~currently ~~leads~~deployed toprocess; ~~the~~extract ~~commencement~~radioactive ofions ~~Phase~~from ~~Two,~~nuclear ~~then~~waste ~~Clontarf~~waters; ~~will~~extract ~~issue~~specific ~~250,000,000~~metal ~~shares~~ions from mining leach solutions and waste effluents; in ~~certificated~~recycling; ~~form~~and ~~(half~~could remove ions from seawater for desalination, among other things. The potential of ~~which~~these ~~will~~applications has not bebeen ~~freely~~fully ~~tradeable~~explored ~~and~~by ~~remain~~the ~~locked~~Company ~~under~~although asome work ~~specific~~was ~~documented~~commenced ~~lock~~before suspension in ~~agreement~~early ~~and~~2022 ~~held~~to byfocus ~~Clontarf~~on lithium. The Company has adopted the following prioritization of its product development strategy for 12the ~~months~~iTDE ~~from~~Technology incorporating the ~~date~~following order of ~~issue);~~priority ~~and~~(all dates are estimates):

~~(ii) upon~~● ~~the~~Current: ~~entry~~Lithium ~~into~~Extraction afrom ~~construction~~Natural ~~and~~Brines, ~~processing~~Geothermal ~~contract~~Wells or& ~~other~~Mine ~~arrangement~~Leach ~~between~~Solutions; ~~JVCo~~● ~~and~~Commencing ~~YLB~~3rd inQuarter ~~respect~~2025: ofExtraction ~~the processing~~ of ~~Bolivian~~ ~~brines~~certain ~~utilizing~~other ~~the~~high ~~Company’s~~value ~~processing~~minerals; ~~technology,~~● ~~250,000,000~~Commencing ~~Shares~~2026: inLow ~~certificate~~pressure ~~form~~Water ~~(half~~Purification ofand ~~which~~Desalination; ~~will~~● ~~be locked~~Commencing inmid ~~for~~2027: 12Vegetable ~~months~~oil ~~from~~refining ~~the~~by ~~date~~direct extraction of ~~issue~~deleterious asFatty ~~shall~~Acids; be● ~~documented~~Late in2027: aDirect ~~specific~~Extraction ~~lock~~of inRadioactive ~~agreement~~Ions ~~and~~from ~~the~~Nuclear ~~certificates for such locked in shares shall be held by Clontarf for the said locked in period~~wastewater.

~~Apart from~~Extraction ~~certain decisions reserved for certain parties~~ of ~~the~~Other ~~Partnership~~High ~~Agreement,~~Value defined below, decisions will be taken unanimously by the parties to the Partnership Agreement, however, the Partnership Agreement provides for a delegation to managers appointed by and representing each party’s interestsMinerals. ~~Managers must decide unanimously all decisions, however, only the parties to the agreement may make decisions relating to:~~

~~(a)~~During ~~Issue~~2024, ~~additional Partnership interests relating to funding~~ the ~~Bolivian~~Company ~~pilot~~began ~~plant;~~negotiations ~~(b)~~with ~~Sell~~a group orbased ~~otherwise dispose of all or substantially all of the Partnership property or any Partnership property, other than~~ in the ~~ordinary~~United ~~course~~Kingdom ofregarding ~~business;~~lithium ~~(c)~~extraction. ~~Hypothecate~~During ~~any~~negotiations, ~~Partnership property to the extent that the secured indebtedness from such hypothecation would exceed $10~~however,~~000;~~ ~~(d) Incur or refinance any indebtedness for money borrowed by~~ the ~~Partnership,~~deposit ~~whether~~was ~~secured~~deemed orless ~~unsecured~~as ~~and including any indebtedness for money borrowed from~~ a ~~Partner~~potential Lithium ~~if,~~deposit ~~after~~but ~~such~~rather ~~financing,~~interesting ~~the~~for ~~aggregate indebtedness of~~ the ~~Partnership~~extraction ~~would exceed $100,000; (e) Incur any liability or make any single expenditure or series~~ of ~~related~~other ~~expenditures~~valuable inmetal anions. ~~amount~~Without ~~exceeding~~reducing ~~$50,000;~~focus ~~(f)~~on ~~Construct~~its ~~any~~lithium ~~capital improvements~~targets, ~~repairs, alterations or changes involving an amount in excess of $50,000; (g) Lend money to or guaranty or become surety for~~ the ~~obligations~~Company ofbegan ~~any~~planning ~~Person;~~early ~~(h)~~deployment ~~Compromise or settle any claim against or inuring to the benefit~~ of ~~the Partnership involving an amount in controversy in excess of $50,000; (i) Cause the Partnership to commence~~ a ~~voluntary~~system ~~case~~that aswould ~~debtor~~enable ~~under~~economical ~~the~~extraction ~~United States Bankruptcy Code; (j) Take any action which, pursuant to this Agreement, specifically requires the consent or approval~~ of ~~Partners;~~these orvaluable ~~(k) Enter into any agreement, arrangement or understanding, written or oral, to do any of the above~~elements.

~~In principle~~Low ~~all~~Pressure ~~decisions~~Water ~~made~~Purification byand ~~the partnership, until such time as the new operating company is established in Bolivia, shall be made unanimously~~Desalination. ~~Partners may delegate their decision-making rights to their managers appointed to the partnership, however, the following decisions are reserved for the parties alone:~~

~~(i)~~ Following the ~~Company~~move ~~shall~~by ~~have~~ the ~~right~~Company toof ~~decide~~much onof ~~any~~its ~~issues~~development work ~~that relate~~ to India the ~~iTDE~~local ~~Technology~~staff ~~and~~have ~~its~~stressed ~~process~~the ~~systems~~importance ~~including: their use, implementation~~ and ~~demonstration;~~benefit ~~the manner~~ of ~~their~~water ~~deployment~~purification. ~~and~~As ~~any~~a ~~operational issues relating thereto~~result, ~~provided however, this shall be done in~~ the ~~interest~~Company ofis ~~furthering~~re-evaluating its ~~the~~prioritization ~~Partnership’s purpose within the constraints~~ of ~~the~~this ~~extraction~~potential ~~system; and~~for the ~~Company shall also decide on all matters relating to the pursuit, maintenance, defense and enforcement of the iTDE Technology; and~~technology.

~~(ii) Clontarf~~Vegetable ~~shall~~Oil have the right to make any decisions regarding the negotiations with YLB, third parties dealing with YLB and the terms of the arrangement with YLB, provided however, any benefits derived from the Exploitation Agreements will vest in the Partnership or JVCo with the Partners treated equallyRefining.

~~No party~~During to the ~~Partnership~~last ~~Agreement~~4 ~~shall~~months beof ~~liable~~2021, toinitial ~~contribute~~feasibility testing ~~capital~~was toconducted ~~the~~on ~~Partnership and all monies expended by~~ the ~~parties~~removal ~~to the Partnership Agreement prior to successful demonstrations~~ of ~~the~~fatty ~~iTDE~~acids ~~technology~~from tovegetable ~~YLB~~oils. ~~officials~~This ~~leading~~included ~~to an understanding regarding~~ the ~~deployment~~removal of avarious ~~pilot~~glycerides ~~plant~~present in ~~Bolivia~~biodiesels which ~~will~~are beusually ~~borne~~difficult byto ~~each~~remove. ~~party,~~The ~~excepting~~testing ~~the~~showed ~~cost~~initial ~~of YLB officials visiting for demonstration of the iTDE Technology~~promise. ~~Agreed~~The ~~expenses~~Company ~~thereafter~~anticipates ~~shall~~that beits ~~covered~~solution bywill ~~agreed capital contributions or considered a debt to~~ be ~~reimbursed~~significantly byless ~~the~~environmentally ~~Partnership,~~unfriendly ~~paying~~and ~~reasonable~~more ~~agreed~~efficient ~~interest,~~than ~~unless~~current methods and ~~until~~expects the ~~Partnership~~CPiTDE ~~shall~~System ~~require~~to ~~deploying~~reduce ~~the~~production ~~pilot plant in Bolivia~~costs. ~~When~~ ~~financing the cost~~ Much of athis ~~Bolivian~~work ~~pilot~~was ~~plant~~conducted ~~(based~~in onUkraine ~~the~~and ~~budget provided by~~ the ~~Company),~~program ~~any~~was ~~amounts~~suspended ~~required~~at ~~exceeding $100,000, should be made by funding to~~ the ~~capital~~beginning of ~~the~~2022 ~~Partnership~~due ~~and may operate~~ to ~~change~~ the ~~ownership~~invasion ifof ~~the~~Ukraine ~~Partnership~~by ~~in the following~~Russian ~~manner:~~forces.

~~Each Partner~~Removal ~~will have equal opportunity cover the required financing by making agreed contributions to the capital~~ of ~~the~~Radioactive Partnership in proportion to that Partner’s share of the Partnership, however, if a Partner is unwilling or unable to meet such additional required contribution within a reasonable period, then the remaining Partner may contribute that proportion remaining unfunded.Contamination:

In 2021 discussions were held in Ukraine to secure ~~this~~materials ~~event,~~at ~~the~~a ~~additional~~controlled ~~capital~~location ~~contribution~~to test the extraction of ~~such~~radioactive ~~Partner~~ions ~~will~~stored beas ~~made~~liquids ~~against~~from annuclear ~~increase~~plants. inThe plan was disrupted at the ~~ownership~~beginning ~~percentage~~of in2022 ~~the~~due ~~Partnership by~~to the ~~contributing~~invasion ~~Partner~~of ~~proportionally,~~Ukraine ~~provided~~by Russian forces, however, ~~such~~since ~~increase~~the ~~will~~last ~~not~~quarter ~~decrease~~of 2022, the ~~other~~Company ~~Partner’s~~has ~~interest~~been exploring tothe ~~below 25%~~possibility of ~~either~~reopening ~~the~~its ~~Partnership~~cooperation orwith ~~JVCo~~key Ukrainian Institutes that are still functioning. Management sees it as important to support its associates in these trying times. Every effort will be made to consolidate any development results outside Ukraine to minimize further disruption.

~~The Partnership~~Creation ~~Agreement will terminate with the unanimous consent~~ of ~~all Partners, or on~~ the ~~occurrence~~Partnership ofCompany ~~one~~with ~~of the following events:~~Clontarf ~~(i)~~Energy following the formation of JVCo; or (ii) in the event that the JVCo is not formed, within three (3) years from the entry into force of the Partnership Agreement; or (iii) in the event of the involuntary withdrawal of a Partner.plc

~~The involuntary~~On ~~withdrawal~~February of21 a2024, ~~partner~~the inCompany formed the ~~Partnership~~certain partnership ~~will~~company ~~result~~as ~~from~~a ~~(without~~Nevada ~~limitation):~~LLC ~~the~~as ~~liquidation~~required orin ~~insolvency~~accordance ofwith athe ~~Partner; Partner~~Partnership ~~incompetence;~~Agreement ~~breach~~signed ofMarch ~~fiduciary~~27, ~~duties~~2023, bybetween athe ~~Partner;~~Company and ~~criminal~~the ~~conviction~~UK ofAIM alisted ~~Partner;~~company ~~expulsion~~Clontarf ofEnergy aplc ~~Partner;~~(“Clontarf”). ~~operation~~The ~~of law~~new ~~against~~LLC ais ~~Partner;~~the or50:50 ~~any~~joint ~~act~~venture orbetween ~~omission~~the ofCompany and aClontarf ~~Partner~~ that ~~can~~will ~~reasonably~~ be ~~expected~~the tovehicle ~~bring~~for the ~~business~~proposed ordeployment ~~societal reputation~~ of the ~~Partnership~~Company’s ~~into~~iTDE ~~disrepute~~Technology in Bolivia.

~~Long~~On March 4 2024, Clontarf submitted the qualification ~~Term~~materials ~~Prospects~~for ~~and~~the ~~Market~~partnership ~~Potential~~to the “Pública Nacional Estratégica Yacimientos de Litio Bolivianos” (the ‘National Strategic Public Company of Bolivian Lithium Deposits’ or “YLB”) in relation to the Call for Bids (“convocatoria”) for the seven priority salares (salt pans) in Southern Bolivia. Under the Partnership Agreement it is Clontarf’s responsibility to submit such bids on behalf of the partnership LLC.

~~The iTDE~~On ~~Technology~~May ~~has~~14, ~~a wide field of potential future applications. In addition to lithium extraction~~2024, the ~~system~~YLB ~~can;~~confirmed ~~extract~~Clontarf ~~fatty~~in ~~acids~~the ~~from~~partnership ~~vegetable~~with ~~oils~~the toCompany ~~create~~as aone ~~superior~~of ~~refining~~the ~~process~~twenty-one ~~that~~approved ~~does~~companies ~~not~~moving ~~produce~~into ~~certain~~phase ~~toxic~~three ~~waste~~of ~~generated by~~ the ~~currently~~‘convocatoria’ ~~deployed~~ process;, which ~~extract~~consists ~~radioactive~~of ~~ions~~five ~~from~~phases. ~~nuclear~~While ~~waste~~phase ~~waters;~~two ~~extract~~focused ~~specific~~extensively ~~metal~~on ~~ions~~evaluating ~~from~~state-of-the-art ~~mining~~lithium ~~leach~~extraction ~~solutions~~technologies, ~~and waste effluents;~~particularly inemerging ~~recycling;~~direct ~~and~~lithium ~~can~~extraction ~~remove~~methods, ~~ions~~phase ~~from~~three ~~seawater~~will ~~for~~involve ~~desalination,~~assessing ~~among~~the ~~other~~financial ~~things.~~capacity ~~The potential~~ of ~~these~~the ~~applications~~partnership ~~has~~with ~~not been~~Clontarf. ~~fully~~In ~~explored~~this byrespect, ~~the~~Clontarf, ~~Company~~responding ~~although~~to ~~some~~a ~~work~~recommendation ~~was~~of ~~commenced~~the ~~before~~European ~~suspension~~Commission, inannounced ~~early~~it ~~2022~~had toexpanded ~~focus~~its on‘Team ~~lithium. The Company has adopted~~Europe’ ~~the~~partnership ~~following~~to ~~prioritization~~include offinancing ~~its~~and ~~product~~offtake ~~development~~partners ~~strategy~~representing ~~for~~key ~~the~~OEM ~~iTDE~~manufacturers ~~Technology~~in ~~incorporating~~ the ~~following~~German ~~order of priority (all dates are estimates):~~Mittelstand.

●Following ~~Current:~~Phase ~~Lithium~~3, ~~Extraction~~the ~~from~~remaining ~~Natural~~two ~~Brines,~~planned ~~Geothermal~~phases of ~~Wells~~the &‘convocatoria’ ~~Mine~~process ~~Leach~~are: ~~Solutions;~~Phase ●4, ~~Commencing~~wherein ~~3rd~~a ~~Quarter~~detailed ~~2024:~~assessment ~~Vegetable~~will ~~oil~~be ~~refining~~carried out by ~~direct~~YLB of extraction oftechnology maturity ~~deleterious~~and ~~Fatty~~financial ~~Acids~~capacity; ●and ~~Late~~finally, ~~2024:~~in ~~Direct~~Phase ~~Extraction~~5 the negotiation and signing of ~~Radioactive~~contracts ~~Ions~~will ~~from~~take ~~Nuclear~~place, ~~wastewater~~for an initial exploitation phase. There remains a certain amount of uncertainty as the 2017 Bolivian Lithium Law is expected to be revised shortly.

~~Vegetable~~The ‘convocatoria’ process will classify ~~Oil~~bids ~~Refining~~into ‘streams’ or categories dependent on readiness. Stream 1 comprises bids with existing operating direct lithium extraction (“DLE”) plants. Three 3 Chinese companies, and one Italian water purification company qualify for this category. The Company believes its CPiTDE system will fall into this category, as a stream 2 technology. This encompasses plants ready for production testing in 2025. Streams 3 and 4 comprise immature DLE technology or that still are under development and laboratory-stage processes, respectively.

~~During the~~The ~~last~~Company 4expects ~~months~~to ofcomplete ~~2021, initial feasibility~~ testing ~~was carried out~~ on ~~the~~actual brine ~~removal~~samples ~~of fatty acids~~ from ~~vegetable~~more ~~oils.~~than ~~This~~one ~~included the removal~~ of various glycerides present in biodiesels which are difficult to remove. The testing showed initial promise. The Company anticipates that its solution will be significantly less environmentally unfriendly and inefficient than current methods and expects the ~~iTDE~~brine ~~System~~sites ~~to reduce oil production costs. Much of this work was carried out~~ in ~~Ukraine~~Bolivia ~~and~~using the ~~program~~CPiTDE ~~was~~Pilot ~~suspended~~System atduring ~~the~~fiscal ~~beginning of~~year ~~2022 due to the invasion of Ukraine by Russian forces~~2025.

9Human Resources

~~Removal~~Essential to the success of the commercialization process is the hiring and retention of ~~Radioactive~~a ~~Contamination:~~successful management and operations team. The core team remains small but dedicated. Throughout 2024, lack of funding has remained a problem for expansion, however, the use of consultants and contractors in India has enabled the Company to pursue its engineering goals on limited resources. It is anticipated that, following completion of the pilot plant currently under construction, the Company will be required to recommence building its team of full-time engineers and researchers. It is expected that much of this expansion and the opening of Offices will initially be focused on expanding the Indian operations. The current team of consultants in India managing the controlled pilot system design and construction may be brought on full time.

In 2021 discussions were held in Ukraine to secure materials at a controlled location to test the extraction of radioactive ions stored as liquids from nuclear plants. The plan was disrupted at the beginning of 2022 due to the invasion of Ukraine by Russian forces, however, since the last quarter of 2022, the Company has been exploring the possibility of reopening its cooperation with key Ukrainian Institutes that are still functioning. Management sees it as important to support its associates in these trying times. Every effort will be made to consolidate any development results outside Ukraine to minimize further disruption.9

~~Human Resources~~Employees

~~Essential to~~As ~~the success~~ of ~~the~~December ~~commercialization~~31, ~~process~~2024, is the ~~hiring~~Company ~~and~~had ~~retention~~five ~~of a successful management and operations team. The core~~full ~~team~~time ~~remains~~employees ~~small~~working ~~but~~in ~~dedicated.~~four ~~However,~~different ~~lack~~countries ofand ~~funding~~several ~~during~~critical ~~2023~~consultants ~~has~~working ~~restricted~~part ~~the~~time. ~~Company~~In ~~ability~~January to2024, ~~hire~~one ~~necessary~~senior ~~staff~~employee, Mr. ~~To conserve resources~~Majendie, ~~the~~resigned ~~Company~~as ~~closed~~the ~~its~~Corporate ~~facility~~Secretary inand ~~Illinois~~as ~~with~~an ~~the~~employee ~~loss~~ of ~~certain~~the ~~staff~~Company, ~~rehiring~~however, ~~certain~~he ~~staff~~has inagreed ~~India better~~ to ~~pursue~~continue ~~its~~as ~~engineering goals. The Company placed~~ a ~~greater~~consultant to ~~emphasis~~provide onsupport ~~the~~in ~~employment~~matters ofwhich ~~consultants~~were ~~during~~his ~~fiscal~~responsibility ~~year~~while ~~2023~~an ~~rather than using full time employees. However~~employee, ~~following~~to ~~completion~~enable of the ~~pilot~~Company ~~plant currently under construction,~~ to ~~recommence~~continue ~~building its team of full-time engineers and researchers better~~ to ~~further~~use ~~the~~his ~~commercialization~~expertise when ~~of the iTDE Technology~~required. ItStaff level is expected ~~that~~to ~~the current~~increase ~~team~~significantly ~~of consultants~~ in ~~India managing~~ the ~~controlled~~fiscal ~~pilot~~year ~~system~~2025 ~~design~~as ~~and~~staff ~~construction~~currently ~~may~~working ~~be brought~~ on ~~full~~a ~~time~~contractual ~~and relocated~~basis convert to ~~the~~full ~~Company’s~~time ~~principal offices~~employment.

~~Employees~~Workplace Practices and Policies – Inclusion and Diversity

AsThe Company is a small corporation with a small budget with a difficult path to the commercialization of ~~December~~an 31innovative technology that requires tight control of recourses and a clear focus on the achievement of goals. For this reason, ~~2023~~necessarily, the Company ~~had~~favors ~~six~~the ~~full~~hiring ~~time~~of ~~employees~~expert ~~working~~personnel into ~~three~~fill ~~different~~the ~~countries~~small number of roles that require a particular and ~~several~~definite ~~critical~~expertise. ~~consultants~~In ~~working~~respect of this, the Company is single-minded, however, the Company is an ~~part~~equal ~~time~~opportunity employer and seeks a diverse corporate culture that can only be achieved by a commitment to inclusion and diversity among employees at all levels. ~~This~~In ~~staff~~addition, ~~level~~the Company is ~~expected~~committed to ~~increase~~providing ~~significantly~~a inworkplace ~~the~~free ~~fiscal~~of ~~year~~harassment, ~~2024~~prejudice, asor ~~staff~~discrimination. The ~~currently~~Company ~~working~~will onwork ato ~~contractual~~ensure representation of its employees at every level, fostering an inclusive culture, supporting equitable pay ~~basis~~and ~~convert~~access to ~~full~~opportunity ~~time~~for ~~employment~~all employees.

~~Workplace Practices~~The Company remains committed to its vision to build and ~~Policies~~sustain –a ~~Inclusion~~more inclusive workforce that is representative of the communities it serves. At the present time, although small, the Company retains employees and ~~Diversity~~consultants of five different nationalities resident on three different continents with a majority outside the US.

~~The Company~~Compensation ~~is a small corporation with a small budget~~ and a difficult path to the commercialization of a new technology that requires tight control of recourses and a clear focus on the achievement of goals. For this reason, necessarily, the Company favors the hiring of expert personnel to fill the small number of roles that require a particular and definite expertise. In respect of this, the Company is single-minded, however, the Company is an equal opportunity employer and seeks a diverse corporate culture that can only be achieved by a commitment to inclusion and diversity among employees at all levels. In addition, the Company is committed to providing a workplace free of harassment, prejudice, or discrimination. The Company will work to ensure representation of its employees at every level, fostering an inclusive culture, supporting equitable pay and access to opportunity for all employees.Benefits

The Company ~~remains~~believes ~~committed~~that tocompensation ~~its~~should ~~vision~~be tocompetitive and ~~build~~equitable and ~~sustain~~should aenable ~~more~~employees ~~inclusive~~to ~~workforce~~share ~~that~~in isthe ~~representative~~Company’s ofsuccess. ~~the~~The ~~communities~~Company itrecognizes its people are most likely to ~~serves.~~thrive Atwhen they have the ~~present~~resources to meet their needs and the time, ~~although~~and ~~small,~~support to succeed in their professional and personal lives. At present the Company ~~retains~~has accumulated a significant debt towards its senior employees at the Director, Officer and Vice President level for salaries unpaid as well as to key consultants. This deferral of ~~five~~payment, ~~different~~agreed ~~nationalities~~with ~~resident~~the onrelevant staff, was done in an effort to ~~three~~build ~~different~~the ~~continents~~business ~~with~~in athe ~~majority~~face ~~outside~~of the USlack of finances.

~~Compensation~~Notwithstanding the need to remunerate its employees properly, in view of the financial circumstances of the Company, on February 29, 2024, seven senior employees and ~~Benefits~~consultants of the Company who were owed a total of $2.38 million on that date, agreed to defer payment by the Company of outstanding amounts owing to them on certain modified terms (“Debt Extension Agreements”). The Debt Extension Agreements replaced previously signed agreements relating to debt deferral and remuneration and were signed to cover all debts owing from time to time to the seven employees and consultants of the Company that were : (i) legitimately incurred unpaid contractual remuneration (ii) existing debts agreed and already deferred; (iii) advances made by the employee or consultant to the Company that are recorded on the books of the Company; (iv) any portion of employee’s or consultant’s agreed future remuneration that will not be paid in a timely fashion being accumulated as a debt in accordance with the terms of the Debt Extension Agreement.

The ~~Company~~ ~~believes~~Debt ~~that~~Extension ~~compensation~~Agreements ~~should~~set beout ~~competitive~~the ~~and~~terms ~~equitable~~under which ~~and~~the ~~should~~seven ~~enable~~ employees toand ~~share~~consultants inwould ~~the~~receive ~~Company’s~~their ~~success. The~~past ~~Company~~indebtedness ~~recognizes~~as ~~its~~well ~~people~~as ~~are~~how ~~most~~future ~~likely~~remuneration is to ~~thrive~~be ~~when~~paid. ~~they~~The Debt ~~have~~Extension Agreements also grant the ~~resources~~right for each signatory to ~~meet~~convert ~~their~~all ~~needs~~or ~~and~~a portion of the ~~time~~Indebtedness and ~~support~~Penalty Interest to ~~succeed~~shares inof ~~their~~common ~~professional~~stock ~~and~~of ~~personal~~the ~~lives.~~Company Atat ~~present~~any time at the ~~Company~~lower ~~has~~of ~~accumulated~~(i) athe ~~significant~~price ~~debt~~which ~~towards~~is ~~its~~five ~~senior~~percent ~~employees~~(5%) lower than the average trading atprice of the ~~Director,~~five ~~Officer~~business ~~and~~trading ~~Vice~~days ~~President~~immediately ~~level~~preceding ~~for~~the ~~salaries~~date ~~unpaid~~of the election, or (ii), if the Company is in the process of raising finance and has made an ~~effort~~offering to ~~build~~the public by reporting the ~~business~~offering ~~and~~to inthe Securities Exchange Commission (“SEC”), at the ~~face~~price ofthat is five percent (5%) lower than the ~~lack~~price recorded in such reported offering provided such offering shall have been active ofat ~~finances~~any time during the previous quarter.

On March 31, 2023, four senior employees of the Company agreed to defer repayment of their back salaries and expenses. Under the terms of this arrangement, a total of $142,000 would be payable to such persons on or before December 8, 2023, and normal salary payments would commence from July 1, 2023. All other indebtedness to such employees would only become payable on August 15, 2024, however interest of 8% per annum would be owing on all indebtedness from the employment agreements of such persons from September 30, 2023. These measures were taken to improve the debt profile of the Company during the private placement offering registered with the SEC as exempt under Form D filed March 28, 2023. The Company was unable to resume payment of salaries in accordance with the employee contracts, nor was it able to pay the $142,000 back salary as required on December 8, 2023. In spite of this, all employees have agreed to consider a reorganization of the debts of the Company that will facilitate raising funding during fiscal year 2024.10

10The indebtedness of the Company to the signatories of the Debt Extension Agreements shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness due, on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the Agreement within 11 days of the month end in which the remuneration was incurred.

~~During fiscal~~Notwithstanding ~~year~~the ~~2024~~above, the ~~Company~~Indebtedness ~~anticipates granting its employees around the world a wide variety of benefits in compensation for their~~shall ~~support.~~become Indue ~~addition,~~on ~~to benefit~~ the ~~intellectual~~fifth ~~and~~anniversary ~~technological base~~ of the ~~business~~Debt ofExtension ~~the~~Agreements ~~Company~~execution, webeing ~~anticipate~~March ~~investing~~1, ~~in tools and resources that are designed to support employees’ individual growth and development~~2029.

~~Engagement~~By signature of an addendum with each of the signatories of the Debt Extension Agreements on July 1, 2024, the said agreements shall only enter into force on the first date following May 30, 2025 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2025, each of the Debt Extension Agreements shall become void and cease to have effect.

~~The Company~~As ~~believes~~at ~~that~~December ~~open and honest communication among team members~~31, ~~managers~~2024 ~~and~~none ~~leaders~~of ~~helps~~these ~~create~~Debt ~~an open, collaborative work~~Extension ~~environment~~Agreements ~~where~~had ~~everyone~~entered ~~can~~into ~~contribute~~force, ~~grow~~however ~~and succeed. Team members are encouraged to come to their managers with questions, feedback or concerns, and~~ the Company ~~conducts~~was ~~surveys~~abiding ~~that~~by ~~gauge~~the ~~employee~~terms ~~sentiment~~of inthe ~~areas~~said ~~like career development, manager performance and inclusivity~~agreements.

~~Health~~During fiscal year 2025, the Company anticipates granting its employees around the world a wide variety of benefits in compensation for their support. In addition, to benefit the intellectual and ~~Safety~~technological base of the business of the Company, we anticipate investing in tools and resources that are designed to support employees’ individual growth and development.

~~The Company~~Employee is committed to protecting its team members everywhere it operates. The Company identifies potential workplace and country risks to develop measures to mitigate possible hazards. As a result of the recent conflict in Ukraine, the Company immediately relocated its employees resided there into Europe. The Company supports all employees with general safety and security training as well as offering regular advice.Engagement

~~Operating~~The Company believes that open and honest communication ~~Offices~~among team members, managers and leaders helps create an open, collaborative work environment where everyone can contribute, grow, and succeed. Team members are encouraged to come to their managers with questions, feedback or concerns, and the Company conducts surveys that gauge employee sentiment in areas like career development, manager performance and inclusivity.

~~The Company~~Health ~~rents all of its offices~~ and ~~currently owns no real estate.~~Safety

~~During fiscal~~The ~~year 2023, the~~ Company’s ~~employees~~is ~~were~~committed ~~working~~to ~~from~~protecting ~~home~~its inteam ~~various~~members everywhere ~~jurisdictions~~it operates. ~~Management~~The ~~expects~~Company toidentifies ~~open~~potential ~~new~~workplace ~~premises at~~and acountry ~~suitable~~risks ~~location~~to indevelop ~~the~~measures USto ~~during~~mitigate ~~the~~possible ~~third~~hazards. As ~~quarter~~a result of ~~fiscal year 2024 following~~ the ~~commencement~~recent ofconflict ~~operation~~in ofUkraine, the ~~controlled pilot~~Company ~~plant.~~immediately ~~The~~relocated ~~location~~its ofemployees ~~the~~who ~~head~~were ~~office~~residing ~~will~~there beinto ~~selected~~Europe toand is ~~accommodate~~maintaining ~~not~~such ~~only~~residences ~~the~~until ~~central~~such ~~management~~employees ~~but~~can ~~also~~relocate ~~the~~back ~~central~~to ~~marketing premises~~Ukraine. The ~~location~~Company ofsupports ~~controlled~~all ~~pilot~~employees ~~plant will initially be in India~~ with ~~sample~~general ~~brines~~safety and ~~being~~security ~~processed~~training ~~there~~as ~~before~~well ~~moving~~as ~~the system~~offering toregular ~~the US~~advice.

~~Intellectual Property~~Operating ~~Protection~~Offices

The ~~Company~~ ~~is pursuing an aggressive intellectual property protection strategy. The~~ Company continues to work with the Navitas Intellectual Property Group LLC of Denver, Colorado for its international intellectual property requirements. This group is headed by Michael D. McIntosh and David F. Dockery, both highly specialized chemical processing and material science patent attorneys. Navitas is working closely with the Company’s research and development team to identify processing and markets to pursue patent protection. In turn, Navitas works with the Company’s management to identify regions of the world to pursue desired protection. In 2021 the Company filed for patent protection for novel aspects of its Lithium recovery developments. Additional patent applications are currently inowns ~~progress~~no ~~dealing~~real ~~with oil purification, further aspects of Lithium processing and recovery, metals recycling and other developments~~estate. The Company is also focusing on novel membrane characteristics, production and uses. Details of these applications are confidential until published pursuant to international patent publication requirements.

~~Initial~~During fiscal year 2024, the Company’s employees ~~Target~~were ~~Markets~~working ~~and~~from ~~Planned~~home ~~Distribution~~in ~~Strategies~~various jurisdictions.

~~During fiscal~~Management ~~year~~currently ~~2023,~~has ~~the~~no ~~Company~~plans ~~continued~~ to ~~focus~~open onoffices in the ~~market~~United ~~for~~States. ~~the~~The ~~extraction~~Company ofcurrently ~~Lithium~~operates ~~with~~from ~~particular~~virtual ~~emphasis~~offices onlocated ~~the~~in ~~Bolivian~~Nevada and has no representations or offices in any ~~market~~other State. The ~~signature~~location of ~~the~~controlled ~~Partnership~~pilot ~~Agreement~~plant towill ~~enter~~initially ~~the~~be ~~Bolivian~~in ~~market~~India iswith asample ~~key~~brines ~~part~~being ofprocessed ~~this~~there. ~~strategy~~The production plant location remains undecided.

~~The Company~~Intellectual ~~plans~~Property to deploy its iTDE System units with customers that have the necessary facilities to accommodate such units. The anticipated way the Company plans to deploy its iTDE Systems is under a tolling arrangement whereby the tolling fee will cover the ongoing costs for maintenance of the extraction process and upside for the Company. During the life of the lithium source, the Company will maintain and monitor the equipment ensuring any recalibrations and additions to the equipment are made to maintain efficiency and extractive power. This is critical as the nature and composition of any particular brine may change over time, even from the same deposit, and this can potentially affect the extraction process requiring adjustments to configuration where necessary.Protection

11The Company is pursuing an intellectual property protection strategy to protect its core technology in several important countries. The Company continues to work with the Navitas Intellectual Property Group LLC of Denver, Colorado for its international intellectual property requirements. This group is headed by Michael D. McIntosh and David F. Dockery, both highly specialized chemical processing and material science patent attorneys. Navitas works with the Company’s management to identify regions of the world to pursue desired protection. In 2021 the Company filed for patent protection for novel aspects of its ion recovery developments, including lithium recovery. These applications remain pending in the United States, Argentina, Bolivia, Chile and the Democratic Republic of the Congo (DRC). An additional patent application is pending in the United States dealing with biodiesel purification. The Company is also focusing on novel membrane characteristics, production and uses.

During fiscal year 2024, Company plans to establish an subsidiary (“NCX International”) that can work with partners to construct the processing plant that would incorporate the iTDE System processing capabilities. The production, delivery, maintenance and operation of the iTDE System units will remain the business of the Company itself.11

~~Competition~~Initial Target Markets and Planned Distribution Strategies

~~There are~~During ~~several~~fiscal ~~Direct~~year ~~Lithium~~2024, ~~Extraction~~the ~~(DLE)~~Company ~~technologies~~continued ~~under development and being proposed and often associated with lithium brine~~to ~~mining~~focus ~~companies.~~on ~~The~~the ~~primary~~market ~~reason~~ for ~~this~~the ~~focus~~extraction isof ~~the~~Lithium ~~increasing~~with ~~environmental~~particular ~~concerns~~emphasis ~~present~~on in the ~~traditional~~Bolivian ~~evaporation ponds being used today~~market. The ~~other~~signature ~~reason is that new potential lithium brine deposits with very low concentration~~ of ~~lithium~~the ~~ions~~Partnership ~~and existing~~Agreement into ~~North~~enter ~~America~~the ~~and~~Bolivian ~~elsewhere,~~market dois ~~not~~a ~~have~~key ~~suitable~~part ~~locations~~of ~~for~~this ~~feasible traditional extraction operations~~strategy.

~~Technological~~The Company plans to deploy its CPiTDE System units ~~landscape~~with customers that have the necessary facilities to accommodate such units. The anticipated way the Company plans to deploy its CPiTDE Systems is under a tolling arrangement whereby the tolling fee will cover the ongoing costs for maintenance of the extraction process and upside for the Company. During the life of the lithium source, the Company will maintain and monitor the equipment ensuring any recalibrations and additions to the equipment are made to maintain efficiency and extractive power. This is critical as the nature and composition of any particular brine may change over time, even from the same deposit, and this can potentially affect the extraction process requiring adjustments to configuration where necessary.

The Company plans to control the production, delivery, ~~primary~~maintenance, ~~DLE~~and ~~technological~~operation ~~landscape~~of ~~can~~the beCPiTDE ~~summarized~~System asunits adirectly, ~~standalone~~but orplans ~~combination~~to ofestablish an engineering subsidiary (“NCX International”) that will work with partners to construct processing plants that would incorporate CPiTDE System processing units. NCX International may additionally negotiate ventures and participate in the ~~following~~development ~~technologies:~~of projects as required.

● Resin based technologies: These involve selective absorption of Lithium ions on resins (specially designed for specific ions). Such absorption may occur in either: (i) flow over the resins in columns or (ii) stirred tanks / settling processes. Once Lithium has been exchanged, these are flushed in batches with acids to recover the absorbed Lithium.Competition

~~● Membrane~~There ~~based~~are several Direct Lithium Extraction (DLE) technologies: ~~These~~under ~~involve~~development ~~Metal~~and ~~Organic~~being ~~Frameworks~~proposed ~~(MOFs)~~and oroften ~~crown~~associated ~~ethers,~~with ~~which~~lithium ~~allow~~brine ~~specific~~mining ~~transport~~companies. The primary reason for this focus is the increasing environmental concerns present in the traditional evaporation ponds being used today. The other reason is that new potential lithium brine deposits with very low concentration of lithium ions ~~through~~in North America and elsewhere, do not have suitable ~~them~~locations for feasible traditional extraction operations.

~~● Combination~~Technological of resin and membrane-based technologies: These involve resin-based absorption of Lithium from brines preceded by membrane-based filtration and concentration from other ions (typically a Reverse Osmosis process) of the Lithiumlandscape.

~~● Liquid-liquid~~The ~~extraction~~primary ~~technologies~~DLE ~~using~~technological ~~chelating~~landscape ~~agents~~can tobe ~~extract~~summarized as ~~Lithium~~a ~~from~~standalone ~~alkaline~~or ~~solutions.~~combination of the following technologies:

~~These technologies~~● ~~have~~Ion ~~their~~exchange ~~own~~resins ~~set~~or ofsolvent ~~advantages~~extraction technologies: asThese ~~well~~involve asselective ~~challenges.~~absorption ~~Resin~~of ~~based~~Lithium ~~systems~~ions ~~suffer~~using ~~from~~specifically ~~specific~~designed ~~“ion~~resins ~~selection” as~~in ~~well~~columns as being ~~challenged~~loaded bywith ~~competitive~~Lithium and ~~ions.~~then ~~Membrane~~unloaded ~~based~~using ~~technologies~~certain ~~using~~reagents. ~~sophisticated~~Also ~~and~~liquid ~~exotic~~ion ~~materials~~exchange ~~which~~solvents ~~have~~can separate the ~~challenge~~ ofLithium ~~scalability,~~ions ~~whereas~~in ~~Reverse~~stirred ~~Osmosis~~mixer/settler ~~based~~tanks. Once ~~systems~~Lithium ~~have~~has ~~high~~been ~~operating~~exchanged ~~pressures~~these ~~and~~ are ~~energy~~flushed ~~intensive.~~using ~~Liquid~~a ~~extraction technologies~~batch ~~have~~process ~~high~~with ~~chemical~~acids ~~footprints~~to ~~and~~recover ~~require~~the ~~manufacturing~~absorbed ~~of chelating chemicals at large scale~~Lithium.

~~Significant~~● Absorption chemical technologies: ~~Competitors.~~Where certain chemical absorbents are used to absorb the Lithium ions, Ion exchange resins or solvent extraction technologies: These involve selective absorption of Lithium ions on resins (specially designed for specific ions) using columns

~~Specific~~● Membrane based technologies: These ~~companies~~involve ~~that~~Metal ~~have~~Organic ~~published~~Frameworks ~~information~~(MOFs) or ~~strategic~~crown ~~affiliations~~ethers, ~~with~~which ~~lithium~~allow ~~brine~~specific ~~mining~~transport ~~companies~~of ~~are~~ions asthrough ~~follows:~~them.

● ~~Lilac~~Combination ~~Solutions~~of –absorption ~~developed ion exchange resins~~ and ~~has~~membrane-based technologies: ~~made~~These ainvolve ~~pilot~~absorption ~~plant~~of ~~that~~Lithium isfrom ~~being~~brines ~~tested~~preceded by ~~Lake~~membrane-based ~~Resources~~filtration inand/or ~~Argentina.~~separation ●from ~~Sunresin – a Chinese company has developed ion exchange resins that they claim are deployed at a site in China. They infer that it uses~~ other ~~technologies~~ions (typically ~~in combination with resins. Recently,~~ a ~~few~~Reverse ~~companies~~Osmosis ~~including~~process) ~~Anson~~for ~~Resources has announced that they intent to use~~ the ~~technology on sites they are developing. ● Standard~~ Lithium ~~– affiliated with an existing bromine producer from brines in Arkansas, has developed an absorption on sorbents technology which it uses in combination with other technologies~~ions.

12These technologies have their own set of advantages as well as challenges. Resin based systems suffer from specific “ion selection” as well as being challenged by competitive ions. Membrane based technologies using sophisticated and exotic materials which have the challenge of scalability, whereas Reverse Osmosis based systems have high operating pressures and are energy intensive. Liquid extraction technologies have high chemical footprints and require manufacturing of costly chelating solvents at large scale.

● International Battery Metals – appears to be using an ion exchange resin process in combination with reverse osmosis. ● Koch Technologies/Membranes – appears to be using a reverse osmosis plus sorption process plus ion exchange. They have recently invested in Compass Minerals in Utah which is a traditional producer of magnesium salts from salt lakes. ● EnergyX Technologies – has developed Metal Organic Framework membranes, tailored to allow selective lithium transport. ● University of Texas (Austin) – is developing certain Crown Ethers selectively permeable to lithium.12

~~Our iTDE~~Significant ~~technology is not related to any of these technologies~~Competitors. ~~It is radically different. We believe our system is inherently more energy efficient and more environmentally friendly than all other currently known or proposed extraction systems.~~

~~Future~~Specific companies that have published information ~~Production~~or strategic affiliations with lithium brine mining companies are as follows:

~~Due to~~● ~~the~~Lilac ~~novelty~~Solutions of– ~~the~~developed ~~technology~~ion exchange resins and ~~the~~has ~~need~~made toa ~~finalize~~pilot ~~the~~plant ~~exact~~that ~~final~~is ~~commercial~~being ~~product,~~tested ~~the~~by ~~Company~~Lake ~~plans~~Resources toin ~~organize~~Argentina ~~production~~ with claims of ~~its~~success. ~~extraction~~● ~~units~~Sunresin – a Chinese company has developed ion exchange resins that they claim are deployed at a site in ~~two~~China. ~~principal~~They ~~phases:~~infer ~~(i)~~that ~~initial~~it ~~launch~~uses ~~production;~~other ~~followed~~technologies byin ~~(ii)~~combination ~~commercial~~with ~~production~~resins. ~~There~~Recently, a few companies including Anson Resources has announced that they intent to use the technology on sites they are 2developing. ~~primary reasons~~● ~~for~~Standard ~~this~~Lithium ~~staged~~– ~~introduction:~~affiliated ~~firstly~~with an existing bromine producer from brines in Arkansas, has acquired an absorption on sorbents technology which it isuses ~~anticipated~~in ~~that~~combination ~~initial~~with ~~demand~~other ~~for~~technologies. ~~deployed~~● ~~units~~International ~~will~~Battery Metals – appears to be ~~lower,~~using asan ition ~~requires early~~exchange ~~adopters~~resin ~~and~~process ~~companies~~in ~~not~~combination ~~already~~with ~~fully~~reverse ~~committed~~osmosis. ● Koch Technologies/Membranes – appears to ~~other~~be ~~extraction~~using ~~methods;~~a ~~and~~reverse ~~second,~~osmosis itplus a sorption process. They have recently invested in Compass Minerals in Utah which is ~~anticipated~~a ~~that~~traditional ~~the~~producer ~~process~~ of ~~designing~~magnesium ansalts ~~efficient~~from ~~production,~~salt ~~properly~~lakes. ~~levelled~~● ~~and~~EnergyX ~~incorporating~~Technologies ~~the~~– ~~best~~initially ~~efficiency~~claimed ~~techniques~~to ~~related~~develop toa ~~the~~Metal ~~specifics~~Organic ~~of the~~Framework ~~new~~membranes, ~~system~~tailored ~~production~~to allow selective lithium transport, ~~will~~however ~~only~~recently, bethey ~~finished~~are ~~following~~describing ~~the~~another ~~introduction~~combination of ~~any~~technologies ~~required~~which ~~changes~~they toare ~~the~~using ~~initial~~in ~~production~~their ~~facility~~tests.

~~Company~~Our iTDE technology is not related to any of these ~~Funding~~technologies. We believe our system is inherently more energy efficient and more environmentally friendly than all other currently known or proposed extraction systems.

~~During fiscal~~Actual ~~year~~competition ~~2023,~~is ~~the~~difficult ~~Company~~to ~~has~~assess ~~been~~when ~~operating~~introducing radically ~~with~~new ~~insufficient~~and ~~funding~~possibly ~~and~~disruptive ~~this~~technology. ~~has~~Given ~~affected~~the ~~its~~importance ~~progress~~of ~~towards~~the Bolivian market, the ~~commercialization of~~Company ~~its~~expects ~~technology.~~to ~~This~~better ~~lack~~identify its oftrue ~~operating~~competition ~~capital~~as ~~has~~a ~~resulted~~result inof the ~~management~~ongoing ~~team~~assessments ~~deferring~~being ~~the~~made ~~payment~~in ofthe ~~certain~~‘convocatoria’ ~~management~~(see ~~salaries and~~the ~~there~~above ~~being~~section ~~inadequate~~on ~~resources~~the ‘Creation toof ~~pursue~~ the ~~opportunity~~Partnership ~~presented~~Company bywith ~~the~~Clontarf ~~iTDE~~Energy ~~Technology~~plc’ atfor ~~optimal~~the ~~speed~~Bolivian market).

~~The Company~~Future ~~received a total of $1,465,000 during fiscal 2023 as follows:~~Production

~~Finance~~Due to the novelty of the technology and the need ~~from~~to finalize the ~~subscriptions~~testing of ~~Qualified~~potential ~~Investors~~customers specific liquid feedstock, the Company plans to organize production of its extraction units in two principal phases: (i) initial launch production; followed by (ii) commercial production. There are 2 primary reasons for this staged introduction: firstly it is anticipated that initial demand for deployed units will be lower, as it requires early adopters and companies not already fully committed to other extraction methods; and second, it is anticipated that the ~~2023~~process ~~Private~~of ~~Placement~~designing an efficient production, properly levelled and incorporating the best efficiency techniques related to the specifics of the new system production, will only be finished following the introduction of any required changes to the initial production facility.

~~During the first quarter of 2023, the~~ Company launched an offering of shares of common stock at a price of $5.00 per share. This was immediately subscribed by two of the Company’s existing shareholders in the amount of $500,000, however, no other investors subscribed to the offering. The offering expired on June 16, 2023.Funding

~~Contractual~~During fiscal year 2024, the Company has been operating ~~Receivables~~with insufficient funding that has affected its progress towards the commercialization of its technology. This lack of operating capital has resulted in the management team deferring the payment of certain management salaries and there being inadequate resources to pursue the opportunity presented by the iTDE Technology at optimal speed.

Under the terms of the Clontarf Agreement, the Company also received $500,000 in cash in payment for the rights to use the iTDE Technology in Bolivia being transferred to the partnership company to be established between Clontarf and the Company. This was recorded as deferred income.13

~~Finance~~In spite of difficulties in securing financing for what Management considers an optimal level of operations, the Company received a total of $1,605,004 from ~~Loan~~two ~~Agreements~~shareholders –in ~~Non-Related~~loans ~~Party~~and convertible ~~Shareholders~~debt during fiscal 2024 as well as support from employees and consultants worth $2,819,644 resulting from the deferral of payments due to them.

~~In further~~The ~~support of the Company’s efforts and cash requirements throughout~~ fiscal ~~2023,~~year ~~the~~2024 ~~Company~~financing ~~relied~~situation ~~on loans from shareholders in the form~~ of ~~debt. This reliance may continue until such time that~~ the Company ~~can support its operations or attain adequate financing~~ ~~through sales of its equity or traditional debt financing. There~~ is nosummarized ~~formal~~as ~~written commitment for this continued support.~~follows:

~~During fiscal~~Finance ~~year~~from ~~2023,~~ the ~~Company~~Series ~~concluded~~“F” ~~six~~Convertible Promissory ~~loan agreements in a total amount of $465,000 as further set out below.~~Notes

~~On February~~During 2,fiscal ~~2023~~2024, the Company ~~concluded~~issued a ~~loan~~total ~~agreement~~of 20 ~~(amended~~Series on“F” ~~September~~convertible ~~25,~~promissory ~~2023)~~notes with aaggregate ~~non-related~~amount ~~third-party shareholder~~ of ~~the~~ ~~Company for~~ $251,~~000~~585,004. ~~Under~~This ~~the~~debt ~~terms~~will ofmature ~~the~~in ~~amended~~twenty-four ~~agreement~~months from issuance, ~~the~~if ~~principal~~not ~~and~~converted ~~interest~~into ~~are~~shares ~~repayable~~of incommon ~~two~~stock ~~years from the date~~ of the ~~receipt~~Company ~~of funds and interest is charged~~ at ~~10%~~$1.25 per ~~annum~~share. ~~payable~~These innotes ~~arrears~~will ~~with~~fall ~~the~~due ~~principal~~between ~~repayment.~~February 19, ~~The~~2026, ~~full~~and ~~amount~~November ~~of $25~~20,~~000~~ ~~was~~2026. ~~received~~Each onof ~~February~~these 2,notes ~~2023,~~pays ~~and~~10% isinterest ~~repayable~~per onannum ~~February~~due 1,at ~~2025~~maturity.

13As at fiscal year end, the Company recognized interest expense on its Series “F” convertible promissory notes of $87,878.

~~On February~~Finance ~~21,~~Loan ~~2023,~~Agreements ~~the~~– ~~Company concluded a loan agreement (amended on September 25, 2023) with a non~~Non-~~related~~Related ~~third-party shareholder~~Party of the Company for $50,000. Under the terms of the amended agreement, the principal and interest are repayable in two years from the date of the receipt of funds and interest is charged at 10% per annum payable in arrears with the principal repayment. The full amount of $50,000 was received on February 21, 2023, and is repayable on February 20, 2025.Shareholders

~~On August~~Certain ~~21,~~shareholders ~~2023,~~have ~~the~~continued ~~Company~~to ~~concluded~~support athe Company ~~short~~by ~~term~~both ~~30-day~~rescheduling ~~bridging~~existing ~~loan~~debt ofand ~~$20,000~~providing ~~from~~additional adebt ~~non-related~~funding ~~third-party~~throughout ~~shareholder~~fiscal ~~to cover auditor fees, essential intellectual property protection and operating expenses~~2024. ~~Under~~It ~~the~~is ~~terms~~anticipated ofthat the ~~agreement, the principal and~~Company ~~interest~~may ~~are~~continue ~~repayable~~to inrely ~~one~~on ~~month~~such ~~from~~support ~~the~~until ~~date~~such oftime that the ~~receipt~~Company ofcan ~~funds~~generate ~~and~~sufficient ~~interest~~income isfrom ~~charged~~operations ator ~~15%~~attain ~~per month payable in arrears~~adequate ~~with~~financing ~~the~~through ~~principal~~sales ~~repayment. The full amount~~ of ~~$20,000~~its ~~was~~equity ~~received~~or ontraditional ~~August~~debt ~~21,~~financing. ~~2023,~~There ~~and~~is ~~the~~no ~~sum~~formal ofwritten ~~$23,000~~commitment ~~was~~for ~~repaid~~this oncontinued ~~September 15, 2023~~support.

~~On September~~At ~~14, 2023,~~ the ~~Company~~commencement ~~concluded~~of ~~two~~fiscal ~~loan~~2024, ~~agreements~~the ~~(both~~Company ~~amended~~had a ontotal ~~September~~of 25$925,000 ~~2023)~~in ~~with~~loans from two non-related ~~third-~~party shareholders of ~~the Company for $125,000 each~~outstanding. ~~Under~~All ~~the~~such ~~terms~~loans ofpay ~~the amended agreements, the principal and~~ interest ~~are~~at ~~repayable~~10% inper ~~two~~annum ~~years~~due ~~from~~at ~~the~~maturity. ~~date~~An ofaggregate ~~the~~total ~~receipt~~ of ~~funds~~$925,000 ~~and~~fell ~~interest~~due isduring ~~charged~~fiscal at2024 ~~10% per annum payable~~ in ~~arrears~~accordance with the ~~principal~~terms ~~repayment.~~of ~~The~~such ~~full~~loans, ~~amount of~~one ~~$250,000~~loan ~~from~~was ~~both~~converted into ~~agreements~~a ~~was~~convertible ~~received~~loan onwith ~~September~~aggregate ~~14,~~amount ~~2023~~of $120,000. ~~and~~All isdebt ~~repayable~~falling ondue ~~September~~in ~~13,~~ 2024 was extended.

~~On November~~During ~~16,~~fiscal ~~2023~~year 2024, the Company ~~concluded~~contracted anew loans ~~short-term~~with ~~bridging~~two ~~loan of $120,000 from a non-related~~ third-party ~~shareholder~~shareholders towith ~~cover~~a ~~auditor fees,~~total ~~essential~~aggregate ~~intellectual~~amount ~~property protection and operating expenses. Under the terms~~ of ~~the agreement~~$20,000, ~~the~~each ~~principal~~paying ~~and~~10% interest ~~are~~ ~~repayable in six months from the date of the receipt of funds and interest is charged at 48%~~ per annum ~~payable~~at ~~in arrears with the principal repayment~~maturity. The maturity ~~full~~of ~~amount~~each of ~~$120,000~~these ~~was~~loans ~~received on November 17, 2023, and~~ is ~~repayable~~for onone ~~May 15, 2024~~year.

~~Other~~As at fiscal year end, the Company recognized interest ~~Receivables~~expense on its loans of $98,822.

As of ~~December~~at ~~31,~~fiscal ~~2023~~year-end 2024, the Company ~~had~~recognized a nototal ~~receivables~~interest expense on its outstanding Convertible Notes and other loans of $186,700.

~~Certain Risks~~Other ~~and Uncertainties Facing the Company~~receivables

NoAs of December 31, 2024, the Company had the following ~~Revenues~~receivables:

~~Since the~~From ~~changes~~certain ~~to the business that resulted from the April 27~~lawyers, ~~2021,~~funds ~~Asset~~held ~~Purchase~~in ~~Agreement,~~escrow ~~the~~in ~~Company has received no revenues. During~~relation ~~the~~to ~~second~~certain ~~quarter~~funding ~~of 2023~~opportunities, ~~the Company received~~ a ~~cash~~total ~~payment~~ of $~~500~~70,000. inThese ~~deferred~~funds ~~income~~should ~~from~~be anreturned ~~agreement~~if ~~with~~the aCompany ~~contractual~~is ~~partner. There~~not ~~has~~funded ~~been~~on noor ~~other~~before ~~income~~June ~~received which has been derived from the business~~30, 2025.

~~As an~~Invested ~~early-stage company, the Company expects to experience losses~~ in ~~the~~a ~~near~~third-party ~~term.~~technology ~~The~~and ~~Company needs to generate revenue or locate additional~~management ~~financing~~company toa ~~continue~~total ~~its~~of ~~developmental~~$496,025 ~~plans.~~earning ~~There~~interest isat no10% ~~guarantee~~per ~~that~~annum, and the Company ~~will~~expects bethese ~~able~~funds to ~~identify~~be ~~enough~~repaid ~~customers~~by toMay ~~generate enough~~30, ~~revenues to continue operations or proceed with developing its business in accordance with its business plan~~2025.

~~One of~~Certain ~~the~~Risks ~~biggest challenges facing the Company will be in securing adequate capital to fund its projects, including securing adequate capital to pay for operations~~ and ~~hiring~~Uncertainties ~~service~~Facing ~~providers. Secondarily, a major challenge will be implementing effective sales and marketing strategies to reach~~ the ~~intended end customers. The~~ Company ~~has considered and devised its initial sales, marketing and advertising strategy; however, the Company will need to skillfully implement this strategy in order to achieve success in its business.~~

~~Requirement to~~No ~~raise funding inhibited by current Debt~~Revenues:

~~The Company~~Since ~~has~~the ~~contracted~~changes ~~significant debt from its inability~~ to ~~pay its employees together with a preference for~~ the ~~shareholders~~business ~~funding operations~~that ~~through~~resulted ~~loans and convertible loans. As of December 31, 2023~~ from the ~~Company~~April ~~owed employees and consultants a total of $ 1~~27,~~831,165, a~~ ~~further $491~~2021,~~540~~ toAsset ~~certain~~Purchase ~~third party professionals (of which $406~~Agreement,~~000~~ ~~was to a single consultant) and shareholders a total of $1,033,451. Without a restructuring of this debt, it is unlikely that~~ the Company ~~can~~has ~~attract~~received ~~investment~~no ~~from third parties to complete its business plan~~revenues. This will imply complete reliance on shareholders to continue to fund the Company in a timely fashion and on employees and consultants deferring payment of their debts until significant profits are generated.

~~Human~~As an early-stage company, the Company expects to ~~Capital~~experience ~~Resources:~~losses in the near term. The Company needs to generate revenue or locate additional financing to continue its developmental plans. There is no guarantee that the Company will be able to identify enough customers to generate enough revenues to continue operations or proceed with developing its business in accordance with its business plan.

~~The area~~One of ~~development of~~ the ~~iTDE~~biggest ~~Technology~~challenges isfacing ~~novel and highly specialized both in its process and in~~ the ~~construction~~Company ~~of machinery and~~will ~~equipment~~be ~~necessary to commercialize the technology. There are a limited number of experts that can understand or work~~ in ~~the~~securing ~~field. Many~~adequate ofcapital ~~these experts are not resident in the US and will require visas~~ to ~~commence~~fund ~~working~~its ~~with~~projects, ~~the~~including ~~Company.~~securing ~~There is no guarantee that the Company can find~~ adequate ~~numbers~~capital ~~of such personnel, attract them~~ to ~~work~~pay for ~~the~~operations ~~Company,~~and ~~secure~~hiring ~~their~~service ~~right to work in the US at the Company’s offices or retain them~~providers. ~~This may inhibit the growth of the Company or force it to locate principal offices elsewhere.~~ ~~Moving through fiscal year 2024~~Secondarily, ~~additional~~a ~~personnel~~major ~~will~~challenge ~~be required to complete the commercialization of the iTDE System. Even if such personnel are more readily available, there is no guarantee that the Company~~ will be ~~able~~implementing toeffective ~~secure~~sales ~~sufficient,~~and ~~appropriate,~~marketing ~~necessary expertise~~strategies to ~~pursue~~reach ~~its goals. While~~ the ~~Company~~intended isend ~~too~~customers. ~~young to have seen what impact the COVID-19 pandemic could have had on its business~~The ~~operations,~~Company ithas isconsidered ~~increasingly anticipated that there will be other pandemics of a similar nature or with a similar disruptive effect. The advent of one or more of such crises~~ and ~~the~~devised ~~resulting~~its ~~lockdowns~~initial orsales, ~~trade~~marketing, and ~~travel~~advertising ~~restrictions~~strategy; ~~may have a serious effect on the business~~however, ~~more so since~~ the Company iswill ~~launching~~need ~~its commercialization and the path~~ to ~~profitability must be entirely negotiated, with~~skillfully ~~the~~implement ~~creation~~this ofstrategy ~~production~~in ~~facilities,~~order ~~organization~~to ofachieve ~~supply~~success ~~lines~~in ~~and~~its ~~distribution and securing of regular~~ business. ~~In the event of another pandemic or similar disruption, the Company may be worse affected than established businesses.~~

~~Environmental~~Requirement to raise funding inhibited by current Debt:

The ~~iTDE~~ ~~System~~Company ishas ~~considered~~contracted bysignificant ~~Management~~debt from the rescheduling of payments to beemployees aand ~~clean~~consultants ~~technology~~as ~~that~~well ~~will~~as ~~remove~~from ~~several~~financing ~~polluting~~provided ~~and~~by certain non-~~sustainable~~related ~~technologies currently~~shareholders ~~operating~~that inhave funded ~~the~~operations ~~environment.~~through ~~There~~loans ~~may~~and beconvertible ~~certain~~loans. ~~issues~~As ~~with~~of ~~regards~~December to31, 2024, the ~~way~~Company ~~the~~owed ~~technology~~employees isand ~~deployed~~consultants ora ~~the~~total ~~disposal~~of ~~and~~$ ~~recycling~~2,212,744, a further $ 606,900 to ~~the~~certain ~~final~~third-party ~~units~~professionals ~~that~~(of iswhich ~~not~~$545,000 ~~yet~~was ~~known~~to ~~that~~a ~~may~~single ~~have~~consultant) and an ~~adverse~~additional $2,430,004 ~~impact~~to onshareholders. ~~the~~The ~~environment~~success ~~and~~of ~~this~~the ~~may~~company ~~conflict~~in ~~with or~~maintaining ~~cause~~the ~~legislative~~rescheduling ~~changes~~of ~~that~~its ~~inhibit~~debt ~~the~~will ~~way~~depend critically on the ~~Company~~shareholder debt ~~intends~~being converted to ~~carry~~equity ~~out~~or ~~its~~repaid ~~business~~since orthe agreements to ~~sell~~defer ~~its~~the ~~products.~~debt Inof ~~addition~~employees, ~~the~~ ~~units~~professionals ~~will~~and ~~use~~consultants ~~certain~~is ~~materials,~~dependent on ~~including~~this. ~~thermoplastic~~The ~~materials,~~Company ~~which~~Management believes that shareholders are ~~currently~~open ~~the~~to ~~subject~~such ofrestructuring ~~legislative~~if ~~efforts~~third toparty ~~reduce,~~funding becomes available on ~~eliminate~~the orright ~~require~~terms. ~~recycled~~Without ~~material~~a ~~use;~~restructuring of this debt, however, it is unlikely that the ~~company~~Company can ~~use~~attract ~~recycled~~investment ~~materials~~from orthird ~~substitute certain elements~~parties ofto complete its ~~technology~~business ~~with~~plan. ~~alternative~~Failing ~~materials~~such restructuring, ~~without~~will ~~incurring~~necessitate ~~considerable~~complete ~~expense~~reliance on shareholders to continue funding the Company in a timely fashion and ~~time~~on employees and ~~this~~consultants ~~may~~deferring ~~have~~payment anof ~~adverse~~their ~~effect~~debts onto accommodate such funding, until significant ~~the~~profits ~~business~~are generated.

~~Cybersecurity~~Human Capital Resources:

~~There~~The area of development of the iTDE Technology and isthe adesign ~~general~~of ~~increase~~the inCPiTDE ~~cybersecurity~~System ~~incidents~~is novel and ~~data~~highly ~~misuse,~~specialized ~~exacerbated~~both byin ~~the~~its ~~political~~process ~~situation~~and in the construction of ~~Russia~~machinery and equipment necessary to commercialize the ~~geopolitical strategy~~technology. ~~and~~There ~~attitude~~are a limited number of ~~China~~experts asthat ~~well~~can asunderstand anor ~~increase~~work in ~~purely~~the ~~criminal~~field. ~~behavior~~Many of these experts are not resident in the US and ~~activist~~will ~~disruption~~require visas to commence working with the Company in the US. ~~This~~There is ~~augmented~~no byguarantee ~~the~~that ~~actions~~the ~~online~~Company can find adequate numbers of ansuch ~~increasingly~~personnel, ~~disassociated~~attract them to work for the Company, ~~disillusioned~~secure ~~but~~their ~~technologically~~right ~~savvy~~to ~~society~~work ~~that~~in ~~seeks~~the ~~disruption~~US ~~for~~at ~~its~~the Company’s ~~own~~offices ~~sake~~or retain them. AsDuring a fiscal 2024, the Company ~~with~~has ~~new~~concentrated ~~technology~~on the organization of such personnel outside the United States, however there is no guarantee that the Company can retain such personnel or integrate them properly into the organizational structure of the Company. This may bepresent anot ~~significant~~only ~~target~~a loss of ~~attack~~efficiency bybut ~~competitors,~~potentially ~~foreign~~cause ~~governments~~operational ~~and~~difficulties ~~other~~leading ~~interested~~to loss ~~and~~of ~~malicious~~information ~~parties~~or expertise. AsThis may inhibit the ~~knowledge~~growth of the ~~potential~~Company. ~~impact~~Moving through fiscal year 2025, additional personnel will be required to complete the commercialization of ~~Company’s~~the ~~iTDE~~CPiTDE ~~Technology~~System. ~~becomes~~Even if such personnel are more ~~widely~~readily ~~known~~available, there is no guarantee athat ~~significant~~the ~~risk~~Company ofwill anbe ~~attempt~~able to ~~gain~~secure ~~access~~sufficient, appropriate, necessary expertise to pursue its goals. While the Company’s ~~confidential~~is ~~information~~too ~~that~~young to have seen what impact the COVID-19 pandemic could ~~potentially~~have ~~result~~had inon aits ~~loss~~business operations, it is increasingly anticipated that there will be other pandemics of ~~markets~~a ~~and~~similar ~~control~~nature onor ~~the~~with ~~commercialization~~a ~~process~~similar disruptive effect. ~~Such~~The advent of one or more of such crises and the resulting lockdowns or trade and travel restrictions may have a ~~loss~~serious ~~might~~effect ~~potentially~~on ~~cripple~~the business, more so since the Company’s ~~ability~~is launching its commercialization and the path to ~~carry~~profitability onmust be entirely negotiated, with the creation of production facilities, organization of supply lines and ~~its~~distribution and securing of regular business. inIn the ~~way~~event itof ~~plans~~another pandemic or similar disruption, the Company may be worse affected than established businesses.

~~Material Sources and Supply Chain Disruptions~~Environmental:

~~At present~~The ~~the~~CPiTDE ~~Company~~System is ~~still~~considered ~~finalizing~~by Management to be a clean technology that will be more environmentally friendly than technologies currently operating in the ~~development~~market. ofThere ~~its~~may ~~iTDE~~be ~~System~~certain issues ~~and~~with ~~while~~regards itto the way the technology is ~~difficult~~deployed toor ~~assess~~the disposal and recycling to the final ~~supply~~units ~~chain~~that is not yet known that ~~and~~may ~~material~~have ~~resourcing,~~an adverse impact on the ~~inability~~environment toand ~~source~~this ~~materials~~may conflict with or tocause ~~manufacture~~legislative ~~components~~changes ~~may~~that ~~force~~inhibit the way the Company intends to ~~design~~carry out its ~~system~~business ~~regarding supply~~or ~~chain~~to ~~issues~~sell ~~rather~~its ~~than~~products. ~~full~~In ~~optimization.~~addition, ~~Once~~the ~~supply~~units ~~chains~~will ~~are~~use ~~established~~certain ~~wars~~materials, ~~embargoes~~including plastic materials, which ~~pandemics~~are ~~and~~currently ~~natural~~the ~~disasters may~~subject ~~have~~of anlegislative ~~adverse~~efforts ~~effect~~to onreduce, eliminate or require recycled material use; it is unlikely that the company ~~ability~~can use recycled materials or substitute certain elements of ~~the~~its ~~Company~~technology towith ~~produce~~alternative inmaterials, ~~adequate~~without ~~quantities~~incurring ~~due~~considerable expense toand ~~disruption~~time and this may have an adverse effect on the business.

~~Regulatory Issues:~~15

The different potential areas of application for the iTDE Technology are diverse. Some fields of application have a more controlling regulatory environment than others. Lithium extraction is becoming more controlled in countries where it is mined due, among other factors, to the enormous disruption of water resources and environmental hazard. Changes to regulations may make the introduction of a new technology more difficult by creating additional barriers. The same applies in the field of the refining of oils for human consumption. The heavy regulatory environment may delay the introduction of the iTDE System. Changes and potential changes in laws, regulations, policies and political leadership may result in increased difficulties in bringing the iTDE Technology to market.Cybersecurity:

15There is a general increase in cybersecurity incidents and data misuse, exacerbated by the political situation of Russia and the geopolitical strategy and attitude of Russia and China as well as an increase in purely criminal behavior and activist disruption. This is augmented by the actions online of an increasingly disassociated, disillusioned but technologically savvy society that seeks disruption for its own sake. As a Company with new technology, the Company may be a significant target of attack by competitors, foreign governments and other interested and malicious parties. As the knowledge of the potential impact of Company’s iTDE Technology becomes more widely known there is a significant risk of an attempt to gain access to the Company’s confidential information that could potentially result in a loss of markets and control on the commercialization process. Such a loss might potentially cripple the Company’s ability to continue its business in the way it plans.

~~Possible future~~Material ~~Pandemic;~~Sources ~~COVID-19.~~and Supply Chain Disruptions:

~~In December~~At ~~2019,~~present ~~an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries. On March 11, 2020,~~ the ~~World~~Company ~~Health~~is ~~Organization~~still ~~characterized~~finalizing ~~COVID-19 as a pandemic. Several countries around~~ the ~~world,~~development ~~including~~of ~~the~~its ~~United~~CPiTDE ~~States,~~System ~~took steps to restrict travel. These actions led to a restriction on the flow of labor~~ and ~~products~~while asit ~~well as impeding the travel of personnel. This virus~~ is ~~mutating,~~difficult ~~and the effect of such mutation may cause further outbreaks that may impact our ability~~ to ~~conduct~~assess ~~normal business operations, which could adversely~~ the ~~commercialization~~final ofsupply ~~the~~chain ~~System~~ and ~~affect~~material ~~our projected future results of operations and liquidity. Disruptions to our business operations~~resourcing, ~~or to our vendors’ or customers’ business operations, could include disruptions from~~ the ~~closure~~inability ~~of facilities or the ability~~ to ~~travel.~~source ~~If a critical number of our employees~~materials or ~~consultants become too ill~~ to ~~work,~~manufacture orcomponents wemay ~~are~~force ~~not~~the ~~able~~Company to ~~access~~design ~~sufficient~~its ~~human~~system ~~resources~~regarding ~~due~~supply tochain ~~enforced~~issues ~~office~~rather ~~closures,~~than ~~our~~full ~~ability to conduct our business could be materially adversely affected in a rapid manner~~optimization. ~~Similarly, if our customers experience adverse business~~Once ~~consequences~~supply ~~due~~chains toare ~~COVID-19,~~established ~~or any other pandemic~~wars, ~~demand for our services could also be materially adversely affected in a rapid manner. Global health concerns~~embargoes, ~~such as COVID-19~~pandemics, ~~could also result in social, economic~~ and ~~labor~~natural ~~instability~~disasters inmay ~~the countries and localities in which we or our vendors and customers operate. Any of these uncertainties could~~ have aan ~~material~~ adverse effect on ~~our~~the ~~business,~~ability ~~financial condition, or results~~ of ~~operations. The World Health Organization and other experts in~~ the ~~field have signaled the likelihood of similar~~Company ~~pandemics~~to ~~affecting~~produce ~~the world~~ in ~~the~~adequate ~~future.~~quantities ~~They~~due ~~may lead~~ to disruption ~~similar to, worse or less damaging than the COVID pandemic~~. ~~If such pandemics were to occur the business of the Company may be seriously disrupted.~~

~~Impact of~~Regulatory ~~Events in Ukraine~~Issues:

The ~~Company’s~~ ~~current~~different ~~business~~potential ~~plan~~areas isof ~~not~~application ~~impacted~~for inthe iTDE ~~any~~Technology ~~material~~are ~~way~~diverse. bySome ~~events~~fields inof ~~Ukraine.~~application ~~The~~have ~~Company maintains~~ a ~~home~~more ~~office~~controlling ~~in Kyiv~~regulatory ~~staffed~~environment bythan ~~one~~others. ~~individual~~Lithium toextraction is ~~maintain~~becoming ~~its~~more ~~presence~~controlled ~~and to show support for the Ukrainian people~~ in ~~their~~countries ~~difficulty~~where asit ~~well~~is asmined ~~to support~~due, ~~its~~among ~~consultant~~other ~~scientists. However~~factors, ~~due~~ to the ~~war~~enormous ~~bringing~~ disruption, ~~the~~of ~~now~~water ~~frequent~~resources ~~attacks~~and environmental onhazard. ~~infrastructure~~Changes ~~with~~to ~~the~~regulations ~~resulting loss~~may ofmake ~~power,~~the ~~water~~introduction ~~and~~of ~~supplies~~a itnew istechnology ~~unclear~~more ~~when~~difficult ~~the~~by ~~work~~creating ~~planned~~additional ~~there can recommence~~barriers. The ~~Despite~~same ~~the~~applies ~~difficulties,~~in the ~~Company~~field ~~is committed~~of to the ~~support~~refining of ~~all~~oils ~~communities~~for ~~where~~human ~~it has a presence, including Ukraine and its people~~consumption. The ~~Company~~heavy ~~has~~regulatory ~~pledged~~environment tomay ~~return to~~delay ~~Ukraine~~the asintroduction of ~~soon as~~ the ~~political~~CPiTDE ~~and economic situation allows~~System. IfChanges ~~the current political~~ and ~~economic~~potential ~~situation~~changes ~~allows~~in ~~for~~laws, ~~the~~regulations, ~~Company to return to Ukraine~~policies, ~~there~~and ispolitical noleadership ~~guarantee~~may ~~that~~result ~~any~~in ~~work~~increased ~~carried out there will not again be disrupted should the situation deteriorate~~difficulties orin ~~events~~bringing ~~like~~ the ~~Russian~~iTDE ~~invasion~~Technology ~~reoccur. This may once again impact on the Company’s plans, leading~~ to ~~delays in achieving the goals under such plans~~market.

~~Competition~~Possible future Pandemic; COVID-19.

~~The Company~~In ~~encounters~~December ~~substantial~~2019, ~~competition~~an ~~from~~outbreak of a ~~wide~~novel ~~variety~~strain of coronavirus ~~entities~~(COVID-19) originated in ~~both~~Wuhan, ofChina, ~~its~~and ~~business~~has ~~lines~~since spread to several other countries. On March 11, ~~most~~2020, ofthe ~~which~~World isHealth Organization ~~from~~characterized ~~companies~~COVID-19 as a pandemic. Several countries around the world, including the United States, took steps to restrict ~~which~~travel. ~~are~~These ~~better~~actions ~~capitalized~~led ~~than~~to a restriction on the ~~Company~~flow of labor and products as well as impeding the travel of personnel. ~~Many~~This virus is mutating, and the effect of ~~these~~such ~~entities~~mutation ~~will~~may ~~have~~cause ~~significantly~~further ~~greater~~outbreaks ~~experience~~that may impact our ability to conduct normal business operations, which ~~resources~~could adversely affect the commercialization of the System and ~~managerial~~affect our projected future results of operations and liquidity. ~~capabilities~~Disruptions ~~than~~to our business operations, or to our vendors’ or customers’ business operations, could include disruptions from the ~~Company~~closure ~~and~~of ~~will~~facilities ~~therefore~~or bethe inability to travel. If a ~~better~~critical ~~position~~number ~~than~~of ~~the~~our ~~Company~~employees or consultants become too ill to ~~obtain~~work, or we are not able to access sufficient human resources due to ~~attractive~~enforced office closures, our ability to conduct our business ~~opportunities.~~could be materially ~~The~~adversely ~~actions~~affected ofin ~~these~~a ~~companies~~rapid manner. Similarly, if our customers experience adverse business consequences due to ~~exclude~~COVID-19, or ~~interfere~~any ~~with~~other pandemic, demand for our services could also materially affect our business. Global health concerns, such as COVID-19, could also result in social, economic and labor instability in the ~~Company’s~~countries ~~Business~~and ~~may~~localities in which we or our vendors and customers operate. Any of these uncertainties could have ana material adverse effect on our business, financial condition, or results of operations. The World Health Organization and other experts in the ~~Business~~field have signaled the likelihood of similar pandemics affecting the world in the future. They may lead to disruption similar to, worse or less damaging than the COVID pandemic. If such pandemics were to occur the business of the Company may be seriously disrupted.

~~Available Information~~ 16

~~The Company’s~~Operations Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (the “SEC”). Such reports and other information filed by the Company with the SEC are available on the SEC’s website associated with the Company’s trading symbol ‘CHMX’ and additionally free of charge at www.next-chemx.com/investor-information/corporate-documents/ for reports made since April 26, 2021. The Company periodically provides certain information for investors on its corporate website, www.next-chemx.com. This includes information regarding its technology, press releases and other information. The information contained on the websites referenced in ~~this Form 10-K is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.~~India

16The Company’s increased focus on India as a location for its operations brings with it a number of risks associated with the Indian business environment and its geopolitical situation. It will be necessary for the Company to enter into agreements and partnerships with local companies both as relates to the design and construction of its pilot plants as well as for development work. Indian companies in general have high levels of corporate debt and non-performing loans (NPLs). There also can be a significant lack of adequate infrastructure to support operations. Widespread poverty, inequality and informality make operations challenging and require the company to adapt to different business practices and present unique security challenges that must be overcome. There is no guarantee that the Company will adapt in a timely fashion to prevent damage to its business or reputation. There are significantly high levels of bureaucratic red tape with the potential to delay or damage the Company’s progress, and an inefficient justice system may not adequately redress issues that arise from the bureaucracy or from the enforcement of general business interests. There is a heightened geopolitical risk of conflict and military confrontation with both China and Pakistan as well as internal issues in the north of India in Jammu and Kashmir. In addition, heightened communal tensions not only between Hindus and Muslims but also with Christian and other minorities may cause disruption to business. In general, a large dependance on agriculture and the agrarian economy, climate change risks may have an exacerbated effect on social and economic stability that may affect the Company’s Indian operations. Finally, the commencement of operations in a new jurisdiction requires a learning curve, not only to understand and take action against particular country risks, but also in enabling Management to identify and properly disclose such risks. General reporting of risks does not always address specific regional and business risks that may arise and as such the company’s ability to understand, report, prevent and manage such risks, which will be dependent on Management consolidating its position and control over operations. This may not always be adequate.

~~ITEM 1A.~~Impact ~~RISK~~of ~~FACTORS~~Events in Ukraine and the Middle East

~~Smaller reporting~~The ~~companies~~Company’s ~~are~~current business plan is not ~~required~~impacted in toany ~~provide~~material way by events in Ukraine. During fiscal year 2024, the ~~information~~Company ~~required~~maintained a home office in Kyiv staffed by ~~this~~one ~~item~~individual to maintain its presence and to show support for the Ukrainian people in their difficulty as well as to support certain consultant scientists. However, due to the war bringing disruption, the now frequent attacks on infrastructure with the resulting loss of power, water and supplies it is unclear when the work planned there can recommence. Despite the difficulties, the Company is committed to the support of all communities where it has a presence, including Ukraine and its people. The Company has pledged to return to Ukraine as soon as the political and economic situation allows. If the current political and economic situation allows for the Company to return to Ukraine, there is no guarantee that any work conducted there will not again be disrupted should the situation deteriorate or events like the Russian invasion reoccur. This may once again impact on the Company’s plans, leading to delays in achieving the goals under such plans.

~~ITEM~~The Company’s current business plan is not impacted ~~1B.~~in ~~UNRESOLVED~~any ~~STAFF~~direct, ~~COMMENTS~~material way by events in the Middle East.

~~None.~~Competition

~~ITEM~~The Company encounters substantial competition from 2a wide variety of entities in both of its business lines, most of which is from companies which are better capitalized than the Company. Many ~~PROPERTIES~~of these entities will have significantly greater experience, resources and managerial capabilities than the Company and will therefore be in a better position than the Company to obtain access to attractive business opportunities. The actions of these companies to exclude or interfere with the Company’s Business may have an adverse effect on the Business.

~~As of~~Available December 31, 2022, the Company did not own any properties. During 2023, the Company closed its laboratory facility at EnterpriseWorks in Champaign, Illinois. At present all employees are working from home.Information

~~ITEM~~The Company’s Annual Reports 3on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities ~~LEGAL~~and ~~PROCEEDINGS~~Exchange Commission (the “SEC”). Such reports and other information filed by the Company with the SEC are available on the SEC’s website associated with the Company’s trading symbol ‘CHMX’ and additionally free of charge at www.next-chemx.com/investor-information/corporate-documents/ for reports made since April 26, 2021. The Company periodically provides certain other information for investors on its corporate website, www.next-chemx.com. This includes information regarding its technology, press releases and other information. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.

On May 16, 2022, the Company received a formal notice of a wage claim from the Illinois Department of Labor filed by a former consultant (1099) who had already resigned from the Company with an effective date of March 18, 2022. The consultant is claiming $7,291.66 as a final payment for the period from February 9 to March 15, 2022. The complaint was filed on March 16, 2022, without any notice being given to the Company. On March 18, 2022, the date the resignation was due to take effect, the Company paid the consultant $5,833.33 as the final remuneration covering the days worked during the period. On July 27, 2022, the consultant sent notice to the Company maintaining that the demand for the full amount of $7,291.66 was still due. The matter is before the Illinois Department of Labor.17

~~Following~~Shareholders and other interested persons should note that at the ~~announcement~~beginning of the ~~agreement~~second ~~with~~quarter ~~Clontarf Energy~~2024, the Company ~~signed~~was anmade ~~agreement~~aware ~~with~~that ~~Innovation~~its ~~News~~long ~~Network~~standing aauditors, ~~marketing~~BF ~~group~~Borgers CPA PC, had been ~~located~~denied the UKprivilege ~~that~~of ~~offered~~appearing or practicing before the Securities and Exchange Commission (the “SEC”) as an accountant. The Company appointed a new registered public accounting firm: Fruci & Associates II PLLC, Certified Public Accountants based in Spokane, Washington (“~~last~~Fruci ~~spot~~& Associates”) inas ~~their~~its ~~quarterly~~new ~~publication~~Auditors on May 15, 2024. ~~The~~Fruci ~~decision~~& ~~was~~Associates ~~made~~have tosince ~~support~~completed ~~our~~the reauditing of the Company’s 2023 financial ~~partner~~statements byincorporated ~~publishing~~into anits ~~article~~Annual inReport ~~their~~on ~~magazine,~~From 10-K filed with the ~~fee~~SEC ~~was~~on ~~paid~~April ~~and~~28, 2025, however, due to a vastly increased workload, Fruci & Associates have been able to reaudit the ~~article~~present ~~printed~~Report.

~~Shortly after~~ITEM ~~signing the agreement for one article, representatives from Innovation News Network called offering space for a second article in their dedicated “Lithium Publication” with a very tight deadline~~1A. ~~The~~RISK representatives stated that missing the tight deadline was not a problem as they would be publishing every quarter with some special supplements from time to time and we could avail ourselves of a later date.FACTORS

~~The Company~~Smaller ~~was~~reporting ~~unable~~companies toare ~~meet the deadline and the article was~~ not ~~published.~~required ~~Innovation News Network pressed~~ to ~~receive funds, however,~~provide the ~~Company~~information ~~took~~required ~~the~~by ~~position~~this ~~that we would pay only when seeing in what edition the new article would be published and when their agreed work was carried out~~item. Innovation News Network has threatened the Company with litigation and appointed a collection agent to recover the funds. It is the Company’s position that funds are not owed given the verbal assurances of the sales representative and the pressure selling tactics of Innovation News Network.

ITEM 4 1B. ~~MINE~~UNRESOLVED ~~SAFETY~~STAFF ~~DISCLOSURES~~COMMENTS

~~Not applicable~~None.

17ITEM 1C. CYBERSECURITY DISCLOSURE

~~PART~~As a Company with new technology, the Company may IIbe a significant target of attack by competitors, foreign governments and other interested and malicious parties particularly as the knowledge of the potential impact of Company’s iTDE Technology becomes more widely known.

~~ITEM~~The analysis of susceptibility to cyberattack distinguishes 5between two main types of risk, the first area being the business that relates to the technology and the second, more generally, as relates to the activities of the administration and management and encompasses the corporate records of the Company. ~~MARKET~~In ~~FOR~~addition, ~~REGISTRANT’S~~the ~~COMMON~~needs ~~EQUITY~~and requirements of cyber security control vary according to whether the person is operating from a mobile phone or a computer. Moreover, issues relating to cybersecurity are overshadowed by the fact that the Company operates from a variety of different offices in different companies; ~~RELATED~~each ~~STOCKHOLDER~~employee ~~MATTERS~~operates ~~AND~~using ~~SMALL~~their ~~BUSINESS~~own ~~ISSUER~~personal ~~PURCHASES~~computer OFand ~~EQUITY~~in ~~SECURITIES~~most cases this is also used for personal purposes resulting in an enhanced risk of breach from such alternative use. There is no single backup system for all files to preserve corporate records.

~~Market~~There is no single required operating system (although most coworkers use MacBook) nor single software required for ~~Registrant’s~~all ~~Common~~coworkers, ~~Equity~~except Microsoft Word, Excel and PowerPoint, however, different employees operate different versions of these software. Employees are expected, but not required to keep their software up to date.

The Company, ~~then~~has ~~known~~no asestablished ~~WeWin~~process ~~Group Corp became subject to Securities Exchange Act Reporting Requirements in April 2016. The symbol “WWIN” was initially assigned~~ for ~~its securities. On December 18~~assessing, ~~2018~~ identifying, ~~FINRA~~and ~~approved~~managing ~~the~~any ~~change~~material ofrisks ~~the Company’s name~~ from ~~WeWin~~cybersecurity ~~Group Corp to AllyMe Group, Inc~~threats. OnBreaches ~~July~~are ~~23,~~not ~~2021,~~required into ~~connection~~be ~~with~~reported. ~~the~~In ~~refocus of~~ the ~~Company’s business resulting from the acquisition of the iTDE Technology~~event, ~~the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State~~therefore of ~~the State of Nevada effecting~~ a ~~name~~cyber ~~change~~security ~~of the Company to NEXT-ChemX Corporation. The name change~~incident, ~~along~~there ~~with~~is ~~the~~no ~~Amended~~system ~~Articles became~~in ~~effective~~place onto ~~July~~assess ~~28,~~whether ~~2021,~~such ~~following~~incident ~~compliance~~has ~~with~~materially ~~notification~~affected ~~requirements~~or ofis ~~the~~reasonably ~~FINRA.~~likely to ~~The~~materially ~~trading~~affect ~~symbol accorded~~ the ~~Company~~ ~~is CHMX~~Company.

There ~~has~~ ~~never~~is ~~been~~also ~~any~~oversight ~~liquid~~of ~~market for or trading in our stock. Since April 27, 2021, and~~ the ~~changes~~risks inposed ~~ownership~~by ~~of the Company’s~~cybersecurity ~~shares,~~threats ~~the majority of the stock has been restricted for sale~~ and ~~this~~no ~~has~~analysis ~~inhibited the development~~ of awhat ~~liquid~~may ~~market~~be ~~for~~ the ~~Company’s stock. As a~~ result of ~~these~~such ~~events~~a ~~and~~breach ~~the restrictions placed on the sale~~ of ~~stock, the market has recorded price changes since April 26, 2021 from $4~~cybersecurity.90 ~~per~~There ~~share~~is upno toaudit ~~$70 per share and closing on December 31, 2023 at $9.00; during the same period, however, the Company was raising money by issuing convertible notes with a conversion price~~ of ~~$0.75 increasing in the fourth quarter 2021 to a $1.00 conversion. During fiscal year 2023, the~~ Company ~~launched~~personnel asoftware ~~private placement of restricted common stock at a price of $5.00 per share. On March~~loaded ~~15, 2023, 100 shares were sold at a price of $10; between March 29 and June 28, 2023, the share price fluctuated between $10.50 and $10 before dropping to $8 with the sale of 982 shares~~ on ~~June~~computers ~~29.~~or Onsecurity ~~July~~requirements ~~18, 2023, 1,400 shares sold at $9.00~~ and ~~there were~~ no ~~further sales~~audit of ~~shares~~computer ~~during the remainder of 2023~~usage. ~~The~~Given ~~Company~~the ~~plans~~distance tobetween ~~raise~~coworkers ~~funds~~this ~~for~~would ~~its~~be ~~operations~~too ~~during fiscal year 2023 that will also~~expensive ~~affect~~at the ~~liquidity~~present ~~and~~time ~~trading~~ in the ~~Company’s~~cycle ~~stock.~~of ~~There~~the ~~can~~Company bewere nowe ~~assurance~~are ~~that~~severely ~~a highly liquid market for our securities will ever develop~~underfunded.

~~Options~~All personnel are expected to maintain a computer free from games and ~~Warrants~~potentially hazardous sites such as non-solicited offers of services, purchases or investments, get rich-quick-schemes, sites with pornographic content. Personnel are required to maintain good internet security software and regularly to check their computers for cyber breaches or viruses.

~~In 2018,~~ITEM ~~the Company adopted an option plan for the benefit of the employees, consultants and directors known as the 2018 Employee, Director and Consultant Stock Plan (the “2018 Plan”)~~2. Under this Plan a total of 40,000 stock options were issued as of December 31, 2020. The 2018 Plan was terminated on September 14, 2021, by the decision of the majority of the Shareholders of the Company. No shares were issued under the 2018 Plan in 2021. As of December 31, 2021, there are no outstanding options issued under the 2018 Plan.PROPERTIES

On September 14, 2021, the Company obtained written consent of the holders of a majority of the voting power of the Company’s capital stock approving the adoption of the Company’s 2021 Stock Incentive Plan (the “2021 Plan”). The Plan allows the Company to grant incentive stock options, nonqualified stock options and restricted stock awards to officers, directors, employees and consultants of the Company during the period of 5-years from the effective date of the plan. As of December 31, ~~2023 there were 3~~2024,~~000,000~~ ~~shares of common stock of~~ the Company ~~reserved~~did ~~for~~not ~~issuance~~own ~~under the Plan~~any properties. AsAt ofpresent ~~December~~all ~~31,~~employees ~~2023,~~are noworking ~~shares~~from ~~had been issued under the 2021 Plan~~home.

The 2021 Plan calls for the Board of Directors of the Company to appoint and maintain as administrator of the Plan a committee consisting of two or more directors that qualify as independent, non-employee or outside directors. The committee has not yet been formed. For as long as the committee is not formed, the Board may issue options under the 2021 Plan except that no options may be issued to the four most highly paid employees until such time as the committee is formed.18

~~No Option~~ITEM ~~may be issued for a period of more than five (5) years~~3. ~~The~~LEGAL purchase price of each share of stock purchasable under an Incentive Option shall be determined by the committee or Board at the time of grant but shall not be less than 100% of the closing price on the final trading day immediately prior to the grant of the incentive option.PROCEEDINGS

18Interference in the Company’s operations by a creditor of a shareholder of one of the Company’s shareholders

~~Options shall~~On ~~normally~~April ~~vest~~26, ~~and~~2024, ~~become~~Judge ~~exercisable~~Elizabeth Leonard of the Midland County District Court in ~~equal~~Midland, ~~amounts~~Texas onentered ~~each~~a ~~fiscal~~Third ~~quarter~~Turnover ofOrder (the “Turnover Order”) requiring the Company to ~~through~~turn over 15,866,096 of its common shares, registered to a corporation with the ~~four~~same name as the Company (4NEXT-ChemX Corporation) ~~year anniversary~~but ofregistered in a different jurisdiction. Although the ~~date~~several Turnover Orders provided for the transfer of ~~grant~~shares to Sparkie Properties L.L.C. ~~Under~~(“Sparkie”) ~~certain~~that ~~circumstances~~is ~~defined~~managed inby Glenn A. Little, who was also appointed receiver of the ~~2021~~privately ~~Plan~~held Texas corporation that owned the ~~vesting~~shares ~~may~~in the Nevada public company. The Third Turnover Order provided that the shares be ~~accelerated~~turned over to “NEXT-ChemX Corporation”, a Texas corporation, Glenn A. Little, as Director and Receiver”.

~~In principle~~This decree was issued, ~~options~~even ~~are~~though ~~not~~neither ~~transferable~~the ~~and~~privately held ~~may~~company, beshareholder ~~exercised~~in ~~solely~~the byCompany with the ~~Optionee~~same ~~during~~name ~~his~~of ~~lifetime~~‘NEXT-ChemX orCorporation’ ~~after~~but ~~his~~originally ~~death~~chartered byin Texas, nor the ~~person~~Company itself was ever involved in the underlying lawsuit giving rise to said decree. The order arose from litigation in Sparkie orProperties ~~persons~~L.L.C. ~~entitled~~v. ~~thereto~~NextMetals ~~under~~Limited ~~his~~and ~~will~~Benton orWilcoxon, CV 58242, in the ~~laws~~District Court of ~~descent~~Midland ~~and~~County, ~~distribution~~Texas, 238thJudicial District. The ~~Committee~~shares orof ~~Board~~the ofCompany ~~Directors~~owned ~~may~~by ~~allow~~the ~~certain exceptions~~privately held Texas corporation, were alleged, erroneously, to ~~this~~belong ~~rule~~to ~~defined~~NextMetals Limited, a defendant in the ~~2021~~litigation, ~~Plan~~rather than the actual equity owner of the shares, to wit, the aforementioned closely held private company.

~~The~~In fact, NextMetals Limited, a Gibraltar corporation ~~present~~defendant ~~Description~~in the litigation owns shares in the closely held private company that itself owns shares in the Company. Irrespective of that fact, Judge Leonard’s erroneous order mandated the ~~2021~~seizure ~~Plan~~and transfer of the private company’s assets, ~~which~~including ~~records~~the ~~certain~~shares the ~~important~~private ~~features~~company ~~only~~held isin ~~entirely~~the ~~qualified~~Company, byrather than the ~~terms~~stock ofin the ~~2021~~private ~~Plan~~company itself, which shares the same name as the Company, a Nevada public corporation.

ToThe similarity of names between the Company and the ~~date~~private noTexas ~~Options~~corporation ~~have~~came ~~been~~about ~~granted~~in 2021. At that time, the Company changed its business model and adopted the name of its principal shareholder that contributed the technology currently exploited by the Company. In exchange for an assignment of these novel and potentially disruptive technologies, the private Texas entity was awarded a controlling number of shares. These material facts were ignored by the Court. Moreover, when the private Texas Company whose assets were under threat of seizure and unquestioned transfer to the ~~2021~~receiver, ~~Plan~~the Texas company petitioned the Court to be heard. The trial court judge, contrary to standard practice and tradition in Texas courts, refused to schedule a hearing to consider the merits of the Texas company’s written briefs and motion for oral argument and proceeded to enter a judgment, effectively depriving the private Texas company of its major asset.

~~Status~~In reality, the private company, the major shareholder of ~~Outstanding~~the ~~Common~~Company ~~Stock~~is owned by several individuals that were instrumental in the sale of the iTDE Technology to the Company. The actions of Sparkie were calculated to deprive those innocent third parties of the ownership of their interests. Management considers this not only to be a violation of the fundamental rights of individuals working to finalize the technology and to make the Company successful, but also a direct attempt to use the Texas courts erroneous decisions to launch a hostile takeover bid on the Company without due process, circumventing the usual protections afforded by the SEC.

AsWhen the Company received notice from its transfer ofagent, ~~December~~Empire 31Stock Transfer Inc. (“Empire”) of Henderson, ~~2023~~Nevada that, weirrespective ~~had~~of athe ~~total~~ongoing appeal of 28the Turnover Order and the fact that the shares covered by the Turnover Order were not the property of Sparkie Properties,~~546~~ L.L.C.,~~834~~ Empire nevertheless advised the Company that it intended to issue and transfer to the receiver the shares ofcovered ~~our~~by ~~common~~the ~~stock~~Turnover ~~outstanding~~Order. The Company immediately terminated Empire as its transfer agent. This was done via an email and letter delivered on May 23, 2024, in which Empire acknowledged its receipt of the termination notice.

~~During fiscal year 2023, the Company issued a total of 200,000 shares of Common Stock as follows:~~19

~~On March~~Although 28Empire no longer represented the Company, Empire ~~2023~~promptly advised Sparkie Properties that it had cancelled the shares owned by NEXT-ChemX Corporation, ~~100~~the closely held private corporation and issued 15,~~000~~866,096 common shares ~~were~~in ~~issued~~the topublic ~~two~~company ~~shareholders~~divided oninto ~~subscription~~two share certificates to ~~shares~~NEXT-ChemX Corporation, a Texas corporation, Glenn A. Little, as Director and Receiver. This action, taken when Empire was no longer the transfer agent acting on behalf of the Company is not therefore recognized by the Company and has not been entered into the Shareholders’s ~~common~~register ~~stock;~~currently held by the Company. On October 15, 2024, the Company received a statement of account alleging that the Company owes Empire money for its activities undertaken after termination of its services in respect of the handling of its shares. The Company intends to dispute such account and bring a complaint against Empire.

OnThe aforementioned Turnover Order is not even a final ~~August~~order. ~~17,~~It ~~2023~~is the intention of Management to take action against Sparkie and its Director for disruption of its business, ~~100~~tortuous interference. To this end,~~000~~ ~~shares~~the ~~were~~Company ~~issued~~has retained counsel in Nevada and will commence litigation against those responsible during the first quarter of 2025. The Company’s Nevada counsel intends to ~~Clontarf~~file ~~Energy~~a ~~plc~~complaint in ~~fulfillment~~the U.S. District Court for Nevada (Las Vegas Division) seeking damages and an immediate recission of athe ~~contractual~~Turnover Order, alleging tortious interference with the right to contract, an unlawful taking of property without compensation, and material violations of various federal and state securities laws.

~~Commitment.~~Threat of litigation

~~Previous~~Following the announcement of the agreement with Clontarf ~~registration~~Energy, ~~statements~~the Company signed an agreement with Innovation News Network a marketing group located the UK that offered the Company a “last spot” in their quarterly publication. The decision was made to support our partner by publishing an article in their magazine, the fee was paid and the article printed.

~~On February~~Shortly ~~21,~~after ~~2019,~~signing the ~~Company~~agreement ~~had~~for ~~filed~~one aarticle, representatives ~~Registration~~from ~~Statement~~Innovation onNews ~~Form~~Network ~~S-1~~called ~~wherein~~offering itspace ~~was~~for ~~seeking~~a tosecond ~~register~~article ~~2,000,000~~in ~~shares~~their ~~of Company~~dedicated ~~Common~~“Lithium ~~Stock~~Publication” with ~~for~~a ~~sale~~very ~~together~~tight ~~with~~deadline. ~~1,875,000~~The ~~selling~~representatives ~~shareholder~~stated ~~shares;~~that ~~however,~~missing ~~this~~the ~~registration~~tight ~~statement~~deadline was ~~withdrawn~~not a problem as they would be publishing every byquarter ~~the~~with ~~Company~~some onspecial ~~February~~supplements ~~19,~~from ~~2021,~~time ~~without~~to ~~any~~time ~~shares~~and ~~having~~we ~~been~~could ~~issued~~avail ourselves of a later date.

~~Additionally,~~The Company was unable to meet the deadline and the onarticle ~~September~~was 10not published. Innovation News Network pressed to receive funds, ~~2018~~however, the Company ~~filed~~took athe ~~Registration~~position ~~Statement~~that onwe ~~Form~~would ~~S-8~~pay only ~~with~~when ~~respect~~seeing toin what edition the ~~shares~~new toarticle would be ~~issued~~published ~~pursuant~~and towhen ~~the Company’s~~their ~~2018~~agreed ~~Employee,~~work ~~Director~~was ~~and~~carried ~~Consultant~~out. ~~Stock~~Innovation ~~Plan~~News (Network has threatened the ~~“2018~~Company ~~Stock~~with ~~Plan”).~~litigation Asand ofappointed ~~the~~a ~~date~~collection ofagent ~~this~~to ~~report, 40,000~~recover ~~shares~~the ~~were~~funds. ~~issued~~It ~~under~~is the Company’s ~~2018~~position ~~Stock~~that funds ~~Plan~~are ~~and~~not ~~were~~owed ~~registered~~given onthe ~~Form~~verbal ~~S-8.~~assurances ~~This~~of ~~plan~~the issales ~~now~~representative ~~withdrawn~~ and ~~was~~the pressure selling tactics of Innovation News Network. ~~replaced~~Since ~~entirely~~November ~~with~~2024 the ~~Stock~~Company ~~Plan~~has ~~adopted~~heard ~~September~~nothing ~~14,~~further ~~2021~~from either Innovation News Network or its agent.

~~Holders~~ITEM 4. MINE SAFETY DISCLOSURES

~~As of~~Not ~~December 31, 2023, we had issued an aggregate of 28,546,834 shares of our common stock held by forty-seven (47) record holders~~applicable. ~~851,569 shares of our Common Stock (3.004%) are held in ‘street form’ by unregistered holders.~~

~~There are three shareholders with shareholdings of over 5% of issued Common Stock.~~20

~~Dividends~~PART II.

~~Recent Sales~~Market offor ~~Unregistered~~Registrant’s ~~Securities~~Common Equity

~~During~~The Company, then known as WeWin Group Corp became ~~2023~~subject to Securities Exchange Act Reporting Requirements in April 2016. The symbol “WWIN” was initially assigned for its securities. On December 18, 2018, FINRA approved the change of the Company’s ~~issued~~name from WeWin Group Corp to AllyMe Group, Inc. On July 23, 2021, in connection with the refocus of the Company’s business resulting from the acquisition of the iTDE Technology, the Company filed a ~~total~~Certificate of ~~200~~Amendment to its Certificate of Incorporation with the Secretary of State of the State of Nevada effecting a name change of the Company to NEXT-ChemX Corporation. The name change,~~000~~ ~~shares~~along with the Amended Articles became effective on July 28, 2021, following compliance with notification requirements of ~~Common~~the ~~Stock~~FINRA. The trading symbol accorded the Company is CHMX.

~~100,000~~There has never been any liquid market for or trading ~~common~~in our stock. Since April 27, 2021, and the changes in ownership of the Company’s shares, ~~were~~the ~~issued~~majority of the stock has been restricted for sale and this has inhibited the development of a liquid market for the Company’s stock. As a result of these events and the restrictions placed on ~~March~~the 28sale of stock, ~~2023~~the market has recorded price changes since April 26, 2021 from $4.90 per share up to ~~two~~$70 ~~third~~per share ~~party~~and ~~unrelated~~closing ~~qualified~~on ~~investor~~December ~~shareholders~~31, 2024 at $3.91; during the same period, however, the Company was raising money by issuing convertible notes with a conversion price of $0.75 increasing in the fourth quarter 2021 to a $1.00 conversion. Fiscal year 2023 closed with a share price of $9 that had ~~subscribed~~remained unchanged since July of that year and with no sales. In January 2024, a trading volume of only 100 shares reduced the price to $4.50 and also the ~~private~~ ~~placement~~volume of ~~restricted~~5,400 shares brought the price down to a close of ~~common~~$2.00 on April 22, 2024. Since reaching this low, the market for the Company’s stock ~~dated~~has ~~March~~begun 20to see some limited liquidity on regular trading of small volume during the course of the second and third quarters of 2024 with the price slowly increasing to $2.40 by the end of the second quarter. During the fourth Quarter of 2024, ~~2023~~the price returned to $1.95 on volume of 53,210 shares on October 7, quickly recovering and gaining strength to close at $3.45 on November 1, 2024. In three days of trading between November 4th and 6th, 2024, approximately 310,000 shares of volume traded with the price dropping on the first day to close at $2.25 before recovering back to $3.4 on November 6, 2024. This suggests that the liquidity in the market for the Company’s shares is slowly improving with a growing interest in the Company’s stock, but liquidity remains limited. There can be no assurance that this improvement will continue or that a highly liquid market for our securities will ever develop.

~~100~~The Company is currently traded on the Pink Current Market. As a result of changes to the Pink Current Market implemented by the OTC Markets in response to the passage of SEC Rule 15c2-11,~~000~~ ~~common~~the ~~shares~~Pink ~~were~~Current ~~issued~~Market is to ~~Clontarf~~become ~~Energy~~the ~~plc~~OTCID onmarket. ~~August~~The 17deadline for completing the application to the OTCID is May 1, ~~2023~~2025, into ~~fulfilment~~ensure compliance ofby June 30, 2025. In the ~~terms~~event ofthe anCompany ~~agreement~~does ~~signed~~not onqualify ~~March~~for 27the OTCID, ~~2023~~the Company will be downgraded to the Pink Limited or Expert Markets. To qualify for the OTCID Market, the Company will be required to provide current disclosure, submit a management certification, and verify basic Company information. Given the present delays to its reporting, Management believes that it will not be able to qualify within the timeframe required. In the future, the Company plans to review its options including an application for entry to the QTCQB market.

19Options and Warrants

~~Purchases~~In 2018, the Company adopted an option plan for the benefit of ~~Equity~~the ~~Securities~~employees, consultants and directors known as the 2018 Employee, Director and Consultant Stock Plan (the “2018 Plan”). Under this Plan a total of 40,000 stock options were issued as of December 31, 2020. The 2018 Plan was terminated on September 14, 2021, by the decision of the majority of the Shareholders of the Company. No shares were issued under the 2018 Plan in 2021. As of December 31, 2021, there are no outstanding options issued under the 2018 Plan.

~~The Company~~On ~~has~~September ~~never~~14, ~~purchased~~2021, the ~~equity~~Company ~~securities~~obtained written consent of ~~any~~the ~~other~~holders ~~issuer.~~of ~~However,~~a inmajority ~~fiscal~~of ~~year~~the ~~2023,~~voting aspower ~~part~~ of the ~~obligations~~Company’s ofcapital ~~Clontarf Energy~~stock ~~plc~~approving ~~under~~the adoption of the ~~Partnership~~Company’s 2021 ~~Agreement~~Stock ~~signed~~Incentive ~~March~~and ~~27,~~Award ~~2023,~~Plan ~~Clontarf~~(the ~~Energy~~“2021 ~~plc~~Plan”). ~~transferred~~The toPlan allows the Company ato ~~total~~grant ofincentive ~~385~~stock options,~~000,000~~ nonqualified ~~shares~~stock ofoptions ~~its~~and ~~common~~restricted stock, ~~half~~awards ofto ~~which~~officers, ~~are~~directors, ~~free~~employees, ~~trading~~ and ~~half~~consultants ~~restricted~~of ~~one~~the ~~year~~Company ~~shall~~during ~~have~~the ~~passed~~period of 5-years from the effective date of ~~issue~~the plan. ~~The Company~~As ~~was~~of ~~required~~December to31, ~~transfer~~2024 ~~192~~there were 3,~~500~~000,000 ~~of the Clontarf~~ shares ~~received~~of tocommon ~~the~~stock ~~broker~~of ~~that had arranged~~ the ~~introduction~~Company ofreserved ~~Clontarf~~for issuance ~~Energy~~under ~~plc to~~ the ~~Company~~Plan. ~~resulting~~As inof ~~the~~December ~~Company~~31, ~~holding 192~~2024,~~500,000~~ no shares ofhad ~~common~~been ~~stock~~issued ofunder ~~Clontarf~~the ~~Energy~~2021 ~~plc~~Plan.

~~ITEM~~The 2021 Plan calls for the Board of Directors of 6the Company to appoint and maintain as administrator of the Plan a committee consisting of two or more directors that qualify as independent, non-employee or outside directors. The committee has not yet been formed. For as long as the committee is not formed, the Board may issue options under the 2021 Plan except that no options may be issued to the four most highly paid employees until such time as the committee is formed.

~~Smaller~~No Option may be issued for a period of more than ~~reporting~~five ~~companies~~(5) ~~are~~years. The purchase price of each share of stock purchasable under an Incentive Option shall be determined by the committee or Board at the time of grant but shall not ~~required~~be toless ~~provide~~than 100% of the ~~information~~closing ~~required~~price byon ~~this~~the ~~item~~final trading day immediately prior to the grant of the incentive option.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~21

~~OVERVIEW~~Options shall normally vest and become exercisable in equal amounts on each fiscal quarter of the Company through the four (4) year anniversary of the date of grant. Under certain circumstances defined in the 2021 Plan the vesting may be accelerated.

~~The Company~~In ~~was organized on August 13~~principle, ~~2014,~~options asare anot ~~Nevada~~transferable ~~corporation~~and ~~under Chapter 78 of the Nevada Revised Statutes as ‘WeWin Group~~may ~~Corp’.~~be ~~With~~exercised ~~FINRA~~solely ~~approval~~by ~~on December 20, 2018,~~ the ~~Company’s~~Optionee ~~name~~during ~~changed~~his tolifetime ~~AllyMe~~or ~~Group,~~after ~~Inc.~~his ~~During~~death ~~this~~by ~~period~~ the ~~Company’s~~ ~~trading~~person ~~symbol~~or ~~remained~~persons ~~“WWIN”.~~entitled Onthereto ~~June~~under ~~16,~~his ~~2021,~~will or the ~~Company’s~~laws ~~Board~~ of ~~Directors~~descent ~~approved the new name “NEXT-ChemX Corporation”,~~ and ~~approval of this change was granted by FINRA on July 22, 2021~~distribution. The ~~Company’s~~Committee ~~new trading~~or ~~symbol~~Board ~~“CHMX”~~of ~~was~~Directors ~~granted~~may onallow ~~July~~certain ~~30,~~exceptions ~~2021.~~to ~~The~~this ~~Company’s~~rule ~~principal~~defined ~~office~~in ~~is located at NEXT-ChemX Corporation, 1980 Festival Plaza Drive Summerlin South, 300, Las Vegas, NV 89135. It is anticipated that during fiscal year 2024~~ the ~~Company will~~2021 ~~relocate to new permanent offices and consolidate its team at that location~~Plan.

The ~~Company~~ ~~qualifies~~present asdescription anof ~~“emerging growth company” as defined in~~ the ~~Jumpstart~~2021 ~~Our~~Plan, ~~Business Startups Act or JOBS Act~~ which ~~became~~ ~~law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of~~records ~~common~~certain ~~equity~~important ~~securities~~features ~~which occurred after December 8~~only, ~~2011,~~is ~~and~~entirely ~~has~~qualified ~~less~~by ~~than~~the $1terms ~~billion~~ of ~~total~~the ~~annual~~2021 ~~gross revenues during last completed fiscal year~~Plan. ~~An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to:~~

●To ~~not~~date ~~being~~no ~~required~~Options tohave ~~comply~~been ~~with~~granted ~~the~~under ~~auditor attestation requirements of Section 404 of~~ the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act; ● reduced obligations with respect to financial data, including presenting only two years of audited financial statements and only two years of selected financial data; ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved; and ● an exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements2021 Plan.

~~We have~~Status ~~elected to take advantage~~ of ~~certain~~Outstanding ~~reduced~~Common reporting requirements. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.Stock

~~In addition,~~As ~~the JOBS Act provides that an “emerging growth company” can take advantage~~ of anDecember ~~extended~~31, ~~transition~~2024, period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period to enable us to comply with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we ~~(i)~~had ~~are~~a nototal ~~longer an emerging growth company or (ii) affirmatively and irrevocably opt out~~ of ~~the extended transition period provided in the JOBS Act. As a result~~28, ~~our financial statements may not be comparable to companies that comply with~~546,834 ~~new~~shares ~~or revised accounting pronouncements as~~ of ~~public~~our ~~company~~common ~~effective~~stock ~~dates~~outstanding.

20During fiscal year 2024, the Company issued no shares of Common Stock.

~~Overview of~~Previous ~~the~~registration ~~Business~~statements

~~Since April~~On 27February 21, ~~2021~~2019, the ~~goal of the~~ Company ~~has~~had ~~been~~filed toa ~~commercialize~~Registration Statement ~~its~~on ~~novel~~Form ~~proprietary~~S-1 ~~ion~~wherein ~~targeting~~it ~~membrane~~was ~~extraction~~seeking ~~technology (“iTDE~~to ~~Technology”)~~register ~~that~~2,000,000 isshares ~~the principal asset~~ of ~~the~~Company ~~business.~~Common ~~The~~Stock ~~iTDE~~for ~~Technology~~sale istogether ~~based~~with ~~upon~~1,875,000 ~~unique chemistry: by using~~selling ~~the~~shareholder ~~very~~shares; ~~high~~however, ~~surface~~this ~~area~~registration ofstatement ~~special~~was ~~“Hollow~~withdrawn ~~Fiber~~by ~~Membranes” whereby ions may be extracted from liquid solutions. Our Membrane Extraction Technology mimics nature’s biophysical processes enabling~~ the ~~technology~~Company toon ~~extract~~February ~~ions~~19, ~~from~~2021, awithout ~~liquid~~any ~~solution~~shares ~~at ambient~~having ~~temperatures~~been ~~and pressures even where ions exist in low concentrations~~issued.

~~The primary~~Additionally, ~~focus~~on ofSeptember ~~the~~10, ~~Company~~2018, ~~at present is~~ the ~~extraction of lithium from naturally occurring brines and geothermal sources. The~~ Company ~~has~~ ~~developed~~ filed a ~~system~~Registration ~~for~~Statement ~~extracting~~on ~~naturally~~Form ~~occurring~~S-8 ~~ions~~with inrespect ~~lithium~~to ~~brines~~the ~~solutions~~shares ~~such~~to asbe ~~magnesium~~issued ~~and~~pursuant ~~calcium that is a key~~ to anthe ~~efficient~~Company’s ~~process.~~2018 ~~Preliminary~~Employee, ~~testing~~Director toand Consultant ~~date~~Stock ~~has~~Plan ~~furnished evidence that~~ (the ~~iTDE~~“2018 ~~System~~Stock ~~provides~~Plan”). anAs ~~efficient~~of ~~extraction solution with minimal disruption to~~ the ~~environment.~~date ~~Using~~of ~~the~~this ~~iTDE System~~report, ~~for example~~40,000 ~~water~~shares ~~resources~~were ~~will~~issued ~~not~~under bethe ~~depleted by evaporation on~~Company’s an2018 ~~industrial~~Stock ~~scale~~Plan ~~nor~~and iswere ~~environmentally~~registered ~~damaging~~on ~~contamination~~Form ~~released into the environment from the process~~S-8. ~~The~~This ~~desired~~plan ~~ions~~is ~~are harvested,~~now withdrawn and ~~the~~was ~~solutions~~replaced ~~can~~entirely bewith ~~returned to~~ the ~~aquifers~~Stock orPlan ~~further~~adopted ~~purified~~September 14, ~~as required~~2021.

~~The Membrane~~Status ~~Extraction Technology has many areas~~ of ~~application,~~Outstanding ~~however~~Preferred during fiscal year 2022 and 2023 and for the planned duration of fiscal year 2024, the Company will concentrate on the extraction of Lithium from natural brines, geothermal wells and mine leach solutions. Already from late fiscal year 2021 and throughout fiscal year 2022 due to a lack of funding, work was suspended on all other directions to concentrate only on the commercialization of the iTDE Process for lithium extraction. In addition, the Company’s plans to work on Fatty Acids extraction from vegetable oils as well as the extraction of radioactive ions from contaminated water has been delayed due to the geopolitical situation in Ukraine. Since April 27, 2021, the Company has been actively involved with scientific research in Ukraine. This was disrupted in February 2022 due to the Russian invasion. It is not clear when or indeed if work can be effectively resumed.shares

~~In early~~As ~~2023~~of December 31, 2024, the Company ~~contracted~~had ~~with~~20,000 aClass “A” ~~third-party~~Preferred ~~engineering~~shares ~~company~~and to20,000 ~~complete~~Class ~~its~~“B” ~~initial~~preferred ~~pilot~~shares ~~plant.~~issued ~~Work to complete this is ongoing~~ and ~~expected~~outstanding. toAll ~~finish~~of inthese ~~the~~shares ~~third~~were ~~quarter~~issued during offiscal year 2024.

The Company continues to work with a leading membrane specialist to design and construct a controlled pilot system using specially designed membranes and units. The Company awarded the tender for the construction of the controlled pilot system in 2023. Work on construction is ongoing.Holders

~~Once the~~As ~~iTDE~~of ~~System~~December ~~has~~31, ~~been sufficiently optimized~~2024, the Company ~~plans~~had toissued ~~design and introduce modularized extraction units based on the~~an ~~geometry~~aggregate of ~~40’~~28,546,834 ~~shipping~~shares ~~containers~~of ~~for~~our ~~ease~~common ofstock ~~deployment,~~held ~~servicing~~by ~~and~~one ~~refurbishment~~hundred ofshareholders, ~~the~~forty-seven ~~units~~ (~~“iTDE Units”~~47)~~. These~~ ~~units~~record ~~will~~holders ~~be the basic ‘product’ of the Company~~ and ~~will~~fifty-three ~~be designed specifically for the extraction of targeted ions.~~(53) ~~The~~holding ~~iTDE~~their ~~Units~~shares ~~will~~in be‘street ~~deployed~~form’ ~~on site with customers and it is anticipated that revenues will be earned either from a tolling fee or~~ as aunregistered ~~net extraction royalty (being a fixed % fee calculated on the quantity of useable material extracted against the market price for the extracted material or as a fixed fee per measured quantity)~~holders.

~~We plan~~As toof ~~supply~~December ~~scalable~~31, ~~Extraction~~2024, ~~Plants based on~~ the ~~geometry~~Company ofhad ~~40’~~issued ~~containers.~~20,000 Class ~~Each~~A ~~would~~Preferred ~~have~~shares anand ~~optimal~~20,000 ~~number~~Class ofF ~~modules for~~Preferred ~~each~~shares ~~process~~to ~~and~~one ~~may~~individual beshareholder, ~~designed~~also ~~for the extraction of~~ a ~~targeted~~Director ~~chemical~~and ~~ion.~~Officer ~~These~~of ~~container systems will be located at~~ the ~~customer~~Company, ~~extraction sites during the commercial testing phase~~ and ~~for full deployment. Units will be monitored and can he “hot swappable” for maintenance or replacement so as~~ to ~~enable~~the ~~continuous~~Board ~~production~~of ~~with~~Directors ~~low-cost~~of ~~isolated~~the ~~process specific monitoring and control~~Company.

~~The Company~~In isaddition, ~~pursuing~~the anBoard ~~aggressive~~of ~~intellectual~~Directors ~~property~~of ~~protection strategy. The Company has engaged~~ the ~~Navitas Intellectual Property~~Company, ~~Group LLC~~ of ~~Denver,~~which ~~Colorado~~John ~~for~~Michael ~~its~~Johnson ~~international intellectual property requirements. This group~~ is ~~headed~~a bymember, ~~Michael~~controls ~~D. McIntosh and David F. Dockery~~10,000 ~~both~~Class ~~highly~~A ~~specialized~~Preferred ~~chemical~~shares ~~processing~~giving ~~and~~5 ~~material~~million ~~science~~votes ~~patent attorneys. Navitas is working closely with the Company’s research~~ and ~~development team to identify processing~~10,000 ~~materials~~Class ~~and~~F ~~markets~~Preferred shares togiving ~~pursue~~10 ~~patent~~million ~~protection. In turn~~votes, ~~Navitas~~ ~~works~~giving ~~with~~ the ~~Company’s~~Board ~~management~~of toDirectors ~~identify~~control ~~regions~~ of ~~the~~a ~~world~~total ~~to pursue desired protection. In fiscal year 2021, the Company filed for patent protection for novel aspects~~ of ~~its~~20 ~~Lithium~~million ~~recovery~~votes ~~developments.~~at ~~Additional~~any ~~patent~~meeting ~~applications are currently in progress dealing with oil purification, further aspects~~ of ~~Lithium~~the ~~processing and recovery, metals recycling and other developments.~~shareholders ~~The~~at ~~Company~~which isdecisions ~~also focusing on novel membrane characteristics, production and uses. Details of these applications~~ are ~~confidential until published pursuant~~ to ~~international~~be ~~patent~~made ~~publication requirements~~(34.16%).

21There are two shareholders with shareholdings of over 5% of issued Common Stock.

~~The Company~~There ~~currently~~are ~~lacks~~two apreferred ~~central~~shareholders ~~management~~that ~~office~~hold ~~and at present~~ all ~~the members~~ of ~~management are in different regions. Throughout fiscal year 2023, meetings were held online, and managers were living in 3 different countries with some in Europe and other in~~ the ~~US or~~two ~~Canada.~~classes Itof isPreferred ~~planned~~Shares ~~that~~each ~~during~~holding ~~2024~~50% ~~the~~of ~~Company open new head offices in Nevada that will centralize~~ the ~~Company’s~~issued ~~management and~~Preferred ~~competence,~~shares in ~~particular~~each ~~its~~of ~~marketing ability. The first controlled pilot system for demonstrating~~ the ~~iTDE Technology and model for the initial production of iTDE Units will be in India~~Classes.

~~Results of Operations~~22

~~Year Ended December 31, 2023 compared to December 31, 2022~~Dividends

~~The following~~We ~~table~~have ~~summarizes~~not ~~the~~paid ~~results~~any ofdividends ~~our~~to ~~operations~~date ~~during the fiscal years ended December 31, 2023,~~ and ~~2022,~~have ~~respectively, and~~no ~~provides~~plans ~~information~~to ~~regarding~~do ~~the~~so ~~dollar~~in ~~and percentage increase or (decrease) from~~ the ~~current~~immediate ~~12-month period to the prior 12-month period:~~future.

									Percentage
							Increase		Increase
Line Item	12/31/23			12/31/22			(Decrease)		(Decrease)
Revenues	$	-		$	-		$	-		-
Operating expenses		1,976,601			1,673,284			303,317		18	%
Net loss		(2,361,231	)		(1,743,799	)		617,432		35	%
Net loss per share		(0.08	)		(0.06	)		0.02		33	%

Recent Sales of Unregistered Securities

~~We recorded~~During ~~a net loss of $2~~2024,~~361,231~~ ~~for~~ the ~~year~~Company ~~ended~~issued ~~December~~no ~~31,~~new ~~2023,~~shares ~~compared to a net loss~~ of ~~$1,743,799 for the fiscal year ended~~Common ~~December 31, 2022~~Stock.

~~Net loss~~Purchases ~~for the year ended December 31, increased by $617,432 compared to 2022. This represents an increase in operating costs~~ of ~~$303,317 and~~Equity an increase in other (non-operating) expense of 314,115. The major increases in operating expenses were (i) payments to contractors and consultants of $266,543 (payments in fiscal 2022 were $16,067; (ii) payments of $43,022 in marketing and publicity expenses (fiscal 2022 was $0); and (iii) an increase of $27,000 in audit expense over fiscal 2022, An increased use of contractors and consultants was needed to commence work on the Company’s pilot plant using outside contractors as well as the use of consultants primarily in the search for investors and to assist the CEO. The increase in non-operating expense was the result of (a) a $17,167 increase in interest expenses, and (b) a net increase of $296,949.56 of other expense resulting from payments and transfers of shares related to the Agreement with Clontarf. This included the issuance of $500,000 worth of the Company’s shares of common stock offset by the receipt from Clontarf of certain of its ordinary shares of common stock. The value of the received shares to the Company was, however, reduced by the transfer of half such received shares in payment of a commission to an intermediary broker for the deal. To reduce operating expenses over fiscal 2022, the laboratory in Illinois was closed resulting in the resignation of some staff. Of primary concern throughout fiscal 2023 was the work on the pilot plant that would lead to proving the commercial viability of the iTDE Technology as well as efforts to secure equity finance and other sources of funding for the Company. During the last quarter of 2023, the Company spent a total of $69,375 on new consultants to assist in raising funding and for other business purposes.Securities

~~Liquidity and~~During ~~Capital~~fiscal ~~Resources~~2024, the Company purchased no new securities.

~~As of~~However, ~~December~~in ~~31,~~fiscal year 2023, weas ~~had~~part ~~total~~of ~~current~~the ~~assets~~ obligations of $Clontarf ~~140,327,~~Energy aplc ~~working~~under ~~capital~~the ~~deficit~~Partnership ofAgreement $3signed March 27,~~792~~ 2023,~~098~~ ~~and~~Clontarf anEnergy ~~accumulated~~plc ~~stockholders’ deficit~~transferred ofto $the ~~(629,363).~~Company ~~Cash~~a ~~used~~total inof 385,000,000 ~~operating~~shares ~~activities~~of ~~for~~its ~~the~~common ~~fiscal~~stock, ~~year~~half ~~ended~~of ~~December~~which ~~31,~~are ~~2023,~~free ~~was~~trading ~~$544,890,~~and ~~compared~~half torestricted ~~$935,084 in~~one ~~cash~~year ~~used~~shall inhave ~~operations~~passed ~~during~~from the ~~year~~date ~~ended~~of issue. ~~December~~The ~~31,~~Company ~~2022.~~was ~~Our~~required ~~revenues~~to ~~were~~transfer $0192,500,000 inof ~~both~~the ~~fiscal~~Clontarf ~~years~~shares ~~2023~~received ~~and~~to ~~2022.~~the ~~These~~broker ~~factors raised~~that ~~substantial~~had ~~doubts~~arranged ~~about~~ the ~~Company’s~~introduction of ~~ability~~Clontarf toEnergy ~~continue~~plc asto athe ~~going~~Company ~~concern~~resulting ~~and~~in the Company ~~remains~~holding ~~chronically~~192,500,000 ~~short~~ shares of ~~cash~~common ~~for~~stock ~~operations~~of Clontarf Energy plc.

~~On March~~ITEM ~~20, 2023, the Company launched a $2~~6.5 million dollar offering of restricted shares of common stock at $5 per share. On the first day, qualified investors subscribed to a total of $500,000 and the Company closed on this initial amount, making the funds available for use by the Company. This resulted in the issuance of 100,000 unregistered, restricted shares of common stock of the Company. The Offering closed on June 16, 2023, without any other subscriptions being received.

22Smaller reporting companies are not required to provide the information required by this item.

~~On April~~ITEM ~~21, 2023, the Company received $500,000 cash from a contractual partner~~7. ~~The~~MANAGEMENT’S ~~remaining~~DISCUSSION ~~finance~~AND ~~received~~ANALYSIS ~~during~~OF ~~fiscal~~FINANCIAL ~~year~~CONDITION ~~2023 was~~AND ~~the~~RESULTS ~~result~~OF ~~of the Company contracting loans with third party shareholders in the aggregate amount of $465,000 as set out below.~~OPERATION

The Company remained under-funded throughout fiscal year 2023 with the lack of funds becoming critical during the last six months of the year. The Company received $500,000 from the equity offering of securities launched in late March and an additional $500,000 cash received under the contract. From these funds, a total of $ 460,219 was used repay the principal of certain loans ($426,007) together with interest on such loans of $34,212, with the remainder going to commence construction of the pilot plant, to pay for engineers and consultants, as well as for operating expenses. Due to the lack of funding in fiscal year 2023, the Company was required twice to resort to bridge loans with fees in lieu of interest that effectively incorporated penalizing interest rates of over 100% per annum. These loans were provided by shareholders to meet payments for audits and the maintenance of its intellectual property. The remaining funds were used for salaries and operating expenses.OVERVIEW

~~Cash received~~The inCompany ~~fiscal~~was ~~year~~organized ~~2023~~on ~~was~~August ~~insufficient~~13, to2014, ~~enable~~as ~~operations~~a Nevada tocorporation beunder ~~carried~~Chapter ~~out~~78 inof the ~~normal~~Nevada ~~way~~Revised Statutes as ‘WeWin Group Corp’. ~~Salary~~With ~~payments,~~FINRA ~~already~~approval ~~curtailed~~on December ~~since~~20, ~~April 2021~~2018, ~~were~~the ~~reduced~~Company’s name changed to ~~subsistence~~AllyMe ~~levels~~Group, ~~and~~Inc. ~~suspended~~During ~~for~~this ~~some~~period ~~employees~~the ~~altogether.~~Company’s ~~Insufficient~~trading ~~funds~~symbol ~~were~~remained ~~made available~~“WWIN”. ~~for~~On June 16, 2021, the ~~completion~~Company’s Board of Directors approved the ~~pilot~~new ~~plant~~name “NEXT-ChemX Corporation”, and toapproval ~~maintain~~of ~~the~~this change ~~Company~~was granted by FINRA on July 22, 2021. AsThe aCompany’s ~~result~~new oftrading ~~the~~symbol ~~failure~~“CHMX” towas ~~secure~~granted ~~sufficient~~on ~~funding~~July ~~for~~30, ~~the~~2021. The Company’s ~~minimal~~ ~~business~~principal ~~plan~~office is located at NEXT-ChemX Corporation, ~~very~~1980 ~~little~~Festival ~~was~~Plaza ~~accomplished~~Drive, ~~during~~Summerlin ~~the~~South, ~~fiscal~~Suite ~~year~~300, ~~2023~~Las Vegas, NV 89135.

The ~~most~~ ~~serious obstacle to the raising of finance is the current level of indebtedness of the~~ Company, ~~which~~qualifies ~~had~~as ~~reached~~an by“emerging ~~fiscal year~~growth ~~end~~company” ~~2023~~as ~~$3,932,425,~~defined ~~however,~~in ~~this amount includes~~ the ~~deferred~~Jumpstart ~~income~~Our ~~amount~~Business ofStartups ~~$500,000~~Act ~~that~~or isJOBS ~~not~~Act ~~repayable,~~which ~~being~~became ~~the~~law ~~fee for to contribution of intellectual property rights to use~~ in ~~the~~April ~~Bolivian Market~~2012. OfThe ~~the~~definition ~~total amount~~ of ~~$3,432,425 that is repayable by the~~an ~~Company,~~“emerging ~~approximately~~growth ~~30%~~company” ~~of this debt~~ is ~~owed~~a tocompany ~~shareholders~~with ~~and~~an ~~founders~~initial ~~that~~public ~~organized~~offering ~~the~~of ~~change~~common ofequity ~~the~~securities ~~business~~which ofoccurred ~~the~~after ~~Company~~December in8, ~~fiscal year 2021. At year end~~2011, ~~the~~and ~~debt~~has toless ~~shareholders~~than ~~stood at~~ $1~~,021,450,~~ ~~significantly~~billion ~~reduced~~of bytotal ~~the~~annual ~~second~~gross ~~quarter~~revenues ~~repayments. This~~during ~~debt~~last ~~has~~completed ~~represented~~fiscal ayear. ~~major~~An ~~obstacle~~emerging togrowth ~~securing~~company ~~new~~may take ~~funding~~advantage ~~since effectively founders would be securing a means~~ of ~~repayment from~~reduced ~~new~~reporting ~~funding.~~requirements Inthat ~~addition,~~are ~~approximately~~otherwise ~~53%~~applicable ofgenerally ~~the total indebtedness is~~ to ~~employees~~public ~~and consultants for unpaid salaries and expenses standing at year-end at $ 1,831,165; with third party professionals accounting for a further $ 491,540 or 14%~~companies. ~~The~~These ~~remaining~~provisions ~~debt accumulated~~include, ~~during~~but ~~fiscal~~are ~~year~~not ~~2023~~limited ~~is principally for the pilot plant engineering and construction.~~to:

~~During fiscal~~● ~~year~~not ~~2023,~~being itrequired ~~was~~to ~~clear~~comply ~~that~~with ~~potential~~the ~~investors~~auditor ~~were~~attestation ~~deeply~~requirements ~~concerned~~of bySection 404 of the ~~levels~~Sarbanes-Oxley Act of ~~debt~~2002, inas ~~particular~~amended, toor ~~founding~~the ~~shareholders, but~~Sarbanes-Oxley ~~also~~Act; ● reduced obligations with respect to ~~employees~~financial data, ~~consultants~~including ~~and~~presenting ~~third-party~~only ~~professionals.~~two ~~The~~years ~~potential~~of ~~need~~audited tofinancial ~~repay~~statements ~~such~~and ~~past~~only ~~debts~~two ~~would~~years ~~mean~~of aselected ~~major~~financial ~~portion of~~data; ~~all~~● ~~new~~reduced ~~investment~~disclosure ~~would~~obligations ~~largely~~regarding goexecutive tocompensation ~~pay~~in ~~founding~~our ~~shareholders~~periodic ~~prior~~reports, ~~even~~proxy tostatements ~~the~~and ~~technology~~registration ~~being~~statements; ~~tested~~● ~~using~~exemptions from the requirements of holding a ~~commercial~~nonbinding ~~pilot plant.~~advisory vote on executive compensation and any golden parachute payments not previously approved; and

~~There were no convertible promissory notes issued by the Company in fiscal year 2023.~~23

~~The breakdown~~● an exemption from compliance with the requirement of the ~~loans~~Public ~~contracted~~Company ~~during~~Accounting ~~fiscal~~Oversight ~~year~~Board ~~2023~~regarding ~~was~~the ascommunication ~~follows:~~of critical audit matters in the auditor’s report on the financial statements.

~~A total~~We ofhave ~~$465,000~~elected into ~~loans~~take ~~was~~advantage ~~contracted~~of tocertain ~~cover~~reduced reporting ~~operations~~requirements. ~~One~~As ofa ~~these~~result, ~~loans~~the ~~was~~information ~~repaid~~that ~~within~~we 30provide ~~days~~to ~~and~~our ~~one~~stockholders ~~loan~~may ~~will~~be ~~fall~~different ~~due during~~than ~~the~~you ~~second~~might ~~quarter~~receive offrom other ~~2024.~~public ~~The~~reporting ~~remaining~~companies ~~loans~~in ~~will~~which ~~become~~you ~~due~~hold inequity ~~fiscal year 2025~~interests.

~~One~~In addition, the JOBS Act provides that an “emerging ~~promissory~~growth ~~note~~company” can take advantage of an extended transition period for complying with anew ~~face~~or ~~value~~revised ofaccounting ~~$250,000~~standards. ~~originally~~This provision ~~issued~~allows an emerging growth company to adelay ~~third-party~~the ~~shareholder~~adoption onof ~~November~~some ~~09,~~accounting ~~2022~~standards ~~was~~until ~~amended~~those ~~and~~standards ~~reissued~~would otherwise apply ~~with~~to ~~its~~private ~~term~~companies. We have elected to use this extended transition period to ~~two~~enable ~~years~~us to comply with certain new or revised accounting standards that have different effective dates for public and ~~its~~private ~~interest~~companies ~~increased~~until tothe ~~10%.~~earlier ~~The~~of ~~promissory~~the ~~note~~date ~~will~~we ~~now~~(i) ~~mature~~are onno ~~November~~longer 08an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our ~~2024~~financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~During fiscal~~Overview ~~year 2023, the maturity~~ of ~~a number of one-year contractual loans was extended to two years. As a result of these extensions~~ the ~~following~~ ~~2022 loans will mature in fiscal year 2024:~~Business

ASince April 27, 2021, the goal of the Company has ~~loan~~been byto acommercialize ~~third-party~~its ~~shareholder~~novel ~~dated~~proprietary ~~February~~ion 2,targeting ~~2023,~~membrane inextraction technology (“iTDE Technology”) that is the ~~amount~~principal asset of ~~$25,000~~the ~~was~~business. ~~extended~~The ~~and~~iTDE ~~will~~Technology ~~now~~is ~~mature~~based onupon ~~February~~unique 1,chemistry: ~~2025~~by using the very high surface area of special “Hollow Fiber Membranes” whereby ions may be extracted from liquid solutions. Our Membrane Extraction Technology mimics nature’s biophysical ~~The~~processes ~~loan~~enabling ~~pays~~the ~~10%~~technology ~~interest~~to ~~per~~extract ~~annum~~ions from a liquid solution at ambient temperatures and pressures even where ions exist in low concentrations.

AThe primary focus of the Company at present is the ~~loan~~extraction byof lithium from naturally occurring brines and geothermal sources. The Company has developed a ~~third-party~~system ~~shareholder~~for ~~dated~~extracting ~~February~~naturally occurring ~~21,~~ions ~~2023~~in lithium containing brines solutions, insuch as magnesium and calcium that is a key to an efficient process. Preliminary testing to date has furnished evidence that the ~~amount~~CPiTDE ofSystem ~~$50~~provides an efficient extraction solution with minimal disruption to the environment. Using the CPiTDE System,~~000~~ ~~was~~for ~~extended~~example, ~~and~~water resources will ~~now~~not ~~mature~~be depleted by evaporation on ~~February~~an ~~20,~~industrial scale nor is environmentally ~~2025~~damaging contamination released into the environment from the process. The ~~loan~~desired ~~pays~~ions ~~10%~~are ~~interest~~harvested, ~~per~~and ~~annum~~the solutions can be returned to the aquifers or further purified as required.

23The Membrane Extraction Technology has many areas of application, however during fiscal year 2024 and for the planned duration of fiscal year 2025, the Company will concentrate on the extraction of Lithium from natural brines, geothermal wells and mine leach solutions. Already from late fiscal year 2021 and through fiscal year 2024 due to a lack of funding, work was suspended on all other directions to concentrate only on the commercialization of the iTDE Process for lithium extraction and the removal of any other ions that interfere with lithium extraction. In addition, the Company’s plans to work on Fatty Acids extraction from vegetable oils as well as the extraction of radioactive ions from contaminated water has been delayed due to the geopolitical situation in Ukraine. From April 27, 2021, the Company was actively involved with scientific research in Ukraine. This was disrupted in February 2022 due to the Russian invasion. It is not clear when or indeed if work can be effectively resumed.

In ~~addition~~ early 2023, the ~~maturity~~Company ofcontracted ~~two~~with ofa ~~six~~third-~~month~~party engineering ~~loans~~company to ~~provide~~complete ~~financial~~its ~~assistance~~initial ~~dated~~pilot ~~September~~plant. ~~14,~~Work ~~2023,~~to bycomplete ~~two~~this ~~third~~is ~~party~~ongoing ~~shareholders, together~~and ~~totaling~~expected ~~$250,000, were extended~~ to ~~one~~finish ~~year.~~before Asthe athird ~~result~~ quarter of ~~these extensions both loans will mature on September 13, 2024~~2025.

~~Two loans~~The byCompany ~~two~~continues ~~third~~to ~~party~~work ~~shareholders~~with ~~both~~a ~~dated~~leading ~~December~~membrane specialist 2,to ~~2022,~~design inand anconstruct ~~aggregate~~a ~~amount~~controlled ofpilot ~~$250,000~~system ~~were~~using ~~extended~~specially designed membranes and ~~will~~units. ~~now~~The ~~both~~Company awarded ~~mature~~the ontender ~~December~~for 1,the ~~2024.~~construction ~~Both~~of ~~loans~~the ~~pay~~controlled ~~10%~~pilot ~~interest~~system ~~per~~in ~~annum~~2023. Work on construction is ongoing.

InOnce the CPiTDE System has been sufficiently optimized, ~~addition~~the Company plans to ~~these~~design ~~repayments~~and introduce modularized extraction units based on the geometry of 40’ shipping containers for ease of deployment, servicing and refurbishment of the units (“iTDE Units”). These units will be the basic ‘product’ of the Company and will be ~~required~~designed tospecifically ~~fund~~for ~~its~~the ~~operations~~extraction of targeted ions. The iTDE Units will be deployed on site with ~~increased~~customers and ~~funding~~it tois ~~cover~~anticipated ~~the~~that ~~controlled~~revenues ~~pilot~~will be earned either from a tolling fee or as a net extraction royalty (being a fixed % fee calculated ~~system~~on ~~construction,~~the ~~installation~~quantity ~~and~~of ~~operation~~useable material extracted against the market price for the extracted material or as a fixed fee per measured quantity).

It is anticipated that the monthly operating budget going into fiscal year 2024 will amount to approximately $150,000 per month for the first quarter, rising to $195,000 during the second and third quarters. During the fourth quarter of 2024, if the operation of the controlled pilot plant is successful, the Company will require a significant increase in its quarterly budget to enable it of capitalize on its technological success, the minimum operational amount required while completing work in the pilot is $112,000 during the fourth quarter of fiscal year 2024.24

~~Management believes~~We ~~that~~plan ~~the~~to ~~Company’s~~supply ~~cash~~scalable Extraction Plants based on ~~hand~~the ~~will~~geometry ~~not~~of be40’ ~~sufficient~~containers. toEach ~~fund~~would ~~all~~have ~~Company~~an ~~obligations~~optimal ~~and~~number ~~commitments~~of modules for ~~the~~each ~~next~~process ~~twelve months.~~and ~~The~~may ~~combination~~be ofdesigned for the ~~way~~extraction of ~~the~~a ~~shareholders~~targeted ~~have~~chemical ~~funded~~ion. ~~the~~These ~~Company~~container ~~during~~systems ~~fiscal~~will ~~year~~be ~~2023~~located ~~with~~at the ~~urgent~~customer ~~need~~extraction tosites ~~finance~~during the commercial ~~pilot~~testing ~~system,~~phase and tofor ~~open~~full ~~operating~~deployment. ~~facilities~~Units will be monitored and tocan ~~increase~~he ~~staff~~swappable ~~will~~for ~~place~~maintenance aor ~~significantly~~replacement, ~~increased~~with ~~burden~~low-cost onisolated ~~cash~~process ~~flow~~specific ~~during~~monitoring ~~fiscal~~and ~~year 2024~~control.

~~Management~~The Company is pursuing an aggressive intellectual ~~estimates~~property ~~that~~protection strategy. The Company has engaged the ~~minimum~~Navitas ~~fund~~Intellectual ~~necessary~~Property toGroup ~~finance~~LLC ~~operations~~of ~~through~~Denver, ~~fiscal~~Colorado ~~year~~for ~~end~~its ~~2024~~international intellectual property requirements. This group is $2headed by Michael D.62 ~~million~~McIntosh and David F. ~~This~~Dockery, ~~budget~~both highly specialized chemical processing and material science patent attorneys. Navitas is ~~estimated~~working closely with the Company’s research and development team to identify processing, materials and markets to ~~carry~~pursue patent protection. In turn, Navitas works with the Company’s ~~through~~management to identify regions of the world to pursue desired protection. In fiscal year ~~end~~2021, ~~2024~~the toCompany ~~completion~~filed for patent protection for novel aspects of its ~~controlled~~Lithium ~~pilot~~recovery ~~testing~~developments. ~~system~~In fiscal year 2022, the Company filed for patent protection for novel aspects of the separation of metal ions from aqueous feeds. Additional patent applications are currently in progress dealing with oil purification, further aspects of Lithium processing and ~~its~~recovery, ~~initial~~metals ~~commercial~~recycling ~~deployment~~and other developments. The Company is also focusing on novel membrane characteristics, production and uses. Details of these applications are confidential until published pursuant to international patent publication.

~~Management considers~~The itCompany ~~essential~~currently ~~that~~lacks ~~during~~a ~~fiscal~~central ~~year~~management ~~2024,~~office and itat ~~will~~present beall ~~necessary~~the tomembers ~~reduce~~of ~~the~~management ~~levels~~are ofin ~~short-term~~different ~~indebtedness~~regions. ~~significantly~~Throughout fiscal year 2024, ~~both~~ ~~for~~meetings ~~the~~were ~~founding~~held ~~shareholders~~online, and ~~for~~managers were ~~employees,~~living ~~consultants~~in ~~and~~different ~~third-party~~countries ~~professionals.~~with Insome ~~addition,~~in ~~the~~Europe ~~Company~~and ~~believes~~other ~~that an~~in ~~effective~~the ~~equity~~US ~~offering~~or ~~will~~Canada. beThe ~~priced~~first atcontrolled ~~levels~~pilot ~~significantly~~system ~~below~~for demonstrating the ~~recent~~iTDE ~~$5.00~~Technology ~~per~~and ~~share~~model ~~offering~~for ~~and~~the ~~this~~initial ~~may~~production ~~have~~of aniTDE ~~impact on~~Units ~~share~~will ~~price~~be in India.

~~During the~~Results ~~fiscal~~of year ended December 31, 2023, management was in discussion with shareholders regarding ways in which to defer debt payments in order that funding be sought from sources outside the existing shareholder base.Operations

~~If such~~Year ~~debts~~Ended ~~are~~December ~~not deferred or converted~~31, ~~the~~2024 ~~Company~~compared ~~will be required~~ to ~~raise~~December 31, ~~an additional $3.5 million to cover the debt and interest.~~2023

~~Historically, we~~The ~~have~~following ~~been~~table ~~dependent~~summarizes onthe ~~loans~~results ~~from~~of our ~~principal shareholders and their affiliated companies to provide us with working capital as~~ ~~required~~operations ~~and~~during ~~it is anticipated that existing loans will be extended. In~~ the ~~past~~fiscal ~~the~~years ~~Company~~ended ~~has~~December ~~relied~~31, on2024, ~~shareholder~~and ~~debt~~2023, ~~however~~respectively, ~~there~~ ~~is no guarantee such funding will be available when required or sufficient~~ and ~~there~~provides ~~can~~information beregarding nothe ~~assurance~~dollar ~~that our major shareholders,~~and orpercentage ~~any~~increase ~~of them, will continue making loans~~ or ~~advances~~(decrease) tofrom ~~us in~~ the ~~future.~~current ~~The~~12-month ~~Company~~period ~~plans~~ to ~~launch a new private placement offering during fiscal year 2024, however there is no guarantee that such offering will be successful in securing sufficient funding for~~ the ~~Company’s proposed~~prior ~~budget,~~12-month ~~or that such funds, if secured, will be sufficient.~~period:

Fair Value loss on Financial assets

										Percentage
	UNAUDITED						Increase			Increase
Line Item	12/31/24			12/31/23			(Decrease)			(Decrease)
Revenues	$	-		$	-		$	-			-
Operating expenses		1,734,899			2,126,383			(391,484	)		(18	)%
Net loss		(1,814,326	)		(2,511,013	)		(696,687	)		(28	)%
Net loss per share		(0.06	)		(0.09	)		(0.03	)		(28	)%

We recorded a ~~fair~~net ~~value~~ loss onof ~~shares~~$1,814,326 infor athe ~~United~~year ended ~~Kingdom~~December ~~public~~31, ~~company~~2024, ~~amounting~~compared to ~~$36,581~~a asnet loss of ~~December 31~~$2,511,013 ~~2023.~~for ~~This was due to~~ the ~~fall~~fiscal inyear ~~the~~ended ~~price~~December of31, ~~the securities~~2023.

~~Off~~Net loss for the year ended December 31, 2024, decreased ~~Balance~~by ~~Sheet~~$696,687 ~~Arrangements~~compared to 2023. This represents a decrease in operating costs of $391,484 and a decrease in other (non-operating) expense of $305,203.

~~We do~~During ~~not~~fiscal ~~have~~2024, ~~any~~the ~~off-balance~~primary reduction ~~sheet~~in ~~arrangements~~Operating ~~that~~costs ~~have~~resulted orof ~~are~~the ~~reasonably~~recording ~~likely~~in tofiscal ~~have~~2023 of a ~~current~~one-time orexpense ~~future~~resulting ~~effect~~from onthe ~~our~~payment ~~financial~~by Clontarf ~~condition,~~to ~~changes~~the inCompany ~~financial~~of ~~condition,~~fees ~~revenues~~for orthe ~~expenses,~~use ~~results~~ of ~~operations,~~the ~~liquidity~~Company’s ortechnology ~~capital~~in ~~expenditures~~accordance orwith ~~capital~~the Clontarf Agreement. The receipt of these ~~resources~~funds ~~that~~was isnot ~~material~~classified toas anrevenue. ~~investor~~No such expense was booked in ~~our~~fiscal ~~securities~~2024.

~~Seasonality~~In addition, the following events further reduced the salary burden by $167,000: the resignation of one full time senior employee, the Corporate Secretary, and his transfer to working as a part time consultant and the refocus of the development operations away from a US based laboratory to using Indian subcontractors. In addition, a reduction in intellectual property expense of $121,168 further reduced expenses. The termination of the rental of the US based laboratory, along with a general reduction of other operating expenses including reduced travel, other overheads and incidentals. Finally, expenses were also offset by the recording of $85,505 in interest payable on an investment into a third party company carrying out research and development of possible interest to the Company, together with the slight appreciation of certain Clontarf publicly traded shares held by the Company.

~~Our operating results are not affected by seasonality.~~25

24Due to the difficult financial situation of the Company, during fiscal year 2024, the Company made continual efforts to reduce all of its operating expenses, closing offices, subcontracting engineering work, having employees work from home and reducing general operating expenses where considered possible. The Company expects to continue to keep expenses as low as possible until such time as funds become available to complete its development work.

~~Inflation~~Liquidity and Capital Resources

~~Our~~As of December 31, 2024, we had total current assets ~~business~~of $705,464, a working capital deficit of $(3,866,262) and an accumulated stockholders’ deficit of $(8,326,436). Cash used in operating activities ~~results~~for ~~are~~the ~~not~~fiscal ~~affected~~year ended December 31, 2024, was $1,532,935, compared to $544,890 in ~~any~~cash ~~material~~used ~~way~~in byoperations ~~inflation~~during the year ended December 31, 2023. Our revenues were $0 in both fiscal years 2024 and 2023. These factors raised substantial doubts about the Company’s ability to continue as a going concern and the Company remains chronically short of cash for operations.

~~Critical~~Cash received in fiscal year 2024 was insufficient ~~Accounting~~to ~~Policies~~enable operations to be conducted in the normal way. Salary payments, already curtailed since April 2021, were reduced to subsistence levels, and suspended for some employees altogether. Insufficient funds were made available for the completion of the pilot plant and to maintain the Company. As a result of the failure to secure sufficient funding for the Company’s minimal business plan, very little was accomplished during the fiscal year 2024.

The ~~Securities~~ ~~and~~most ~~Exchange~~serious ~~Commission~~obstacle ~~issued~~to ~~Financial~~the ~~Reporting~~raising ~~Release~~of ~~No.~~finance is 60the current level of indebtedness of the Company, ~~“Cautionary~~which ~~Advice~~had ~~Regarding~~reached ~~Disclosure~~by ~~About~~fiscal ~~Critical~~year end 2024 $6,156,730 however, this amount includes ~~Accounting~~the ~~Policies”~~deferred ~~suggesting~~income amount of $500,000 that ~~companies~~is ~~provide~~not ~~additional~~repayable, ~~disclosure~~being ~~and~~the ~~commentary~~fee onfor ~~their~~the ~~most~~contribution ~~critical~~of ~~accounting~~intellectual ~~policies. In~~property ~~Financial~~rights ~~Reporting~~to ~~Release~~use in Nothe Bolivian Market. ~~60,~~Of the ~~Securities~~total ~~and~~amount ~~Exchange~~of ~~Commission~~$5,656,730 ~~has~~that ~~defined~~is repayable by the ~~most~~Company, ~~critical~~approximately ~~accounting~~43% ~~policies~~of asthis ~~the~~debt is owed to ~~ones~~shareholders and founders that ~~are~~organized ~~most~~the ~~important~~change toof the ~~portrayal~~business of athe ~~company’s~~Company ~~financial~~in ~~condition~~fiscal ~~and~~year ~~operating~~2021. ~~results~~At ~~and~~year ~~require~~end ~~management~~2024, the debt to ~~make~~shareholders ~~its~~stood ~~most~~at ~~difficult~~$2,430,004, ~~and~~an ~~subjective~~increase ~~judgments~~of $1,485,004 ~~often~~from ~~because~~year end 2023. This debt has represented a major obstacle to securing new funding since effectively founders would be securing a means of repayment from new funding. In addition, approximately 57% of the total ~~need~~indebtedness is to ~~make~~employees ~~estimates~~and consultants for unpaid salaries and expenses standing at year-end of ~~matters~~$3,226,726; ~~that~~with ~~are~~employees and ~~inherently~~consultants ~~uncertain~~for $2,212,744, third party professionals and accounting for $606,900. The remaining debt accumulated during fiscal year 2024 is $407,082.

~~The nature~~During offiscal ~~our~~year ~~business~~2024, ~~generally~~it ~~does~~was ~~not~~clear ~~call~~that ~~for~~potential investors ~~the~~were ~~preparation~~deeply orconcerned ~~use~~by the levels of ~~estimates.~~debt ~~Since~~to ~~the~~founding ~~Company~~shareholders, ~~does~~but ~~not~~also ~~have~~to ~~any~~employees, ~~operating~~consultants and third-party professionals. ~~business,~~The wepotential doneed ~~not~~to ~~believe~~repay ~~that~~such wepast dodebts ~~not~~would ~~have~~mean ~~any~~a ~~such~~major ~~critical~~portion ~~accounting~~of ~~policies~~all new investment would go to pay founding shareholders prior even to the technology being tested using a commercial pilot plant.

~~ITEM 7A.~~Issuance ~~QUANTITATIVE~~of ~~AND~~the ~~QUALITATIVE~~Series ~~DISCLOSURES~~“F” ~~ABOUT~~Convertible Promissory ~~MARKET RISK~~Notes.

AsThe Company issued a total of 20 Series “F” convertible promissory notes (Series “F” Notes”) in fiscal year 2024 with aggregate amount of $1,585,004 from a total authorized amount for the Series “~~smaller~~F” ~~reporting~~of ~~company~~$3 million. The Series “F” asNotes ~~defined~~will bymature ~~Item~~in 1024 months from issuance, if not earlier converted into shares of ~~Regulation~~common ~~S-K~~stock of the Company at $1.25 per share (“Conversion Price”). The Company has the right to force conversion of both principal and interest then due on the Series “F” Notes at any time prior to maturity at the Conversion Price, provided however, (i) the Company shall have completed a successful registration statement for the underlying shares and (ii) the Company’s stock is ~~not~~trading ~~required~~above to$2.50 ~~provide~~per ~~information~~share for 10 trading days. The Series “F” Notes pay 10% ~~required~~interest byper ~~this~~annum ~~Item~~due at maturity or if earlier converted, up to the conversion date.

~~ITEM~~As at fiscal year end, the Company recognized interest 8.expense ~~FINANCIAL~~on ~~STATEMENTS~~its ~~AND~~Series ~~SUPPLEMENTARY~~“F” ~~DATA~~Notes of $87,878.

~~Set forth below are the audited financial statements for the Company for the fiscal years ended December 31, 2023, and 2022 and the reports thereon of BF Borgers, CPA PC.~~26

Contents		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)		F-1
Balance Sheets at December 31, 2023 and 2022		F-2
Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022		F-3
Statements of Stockholders’ Deficit for the years ended December 31, 2023 and 2022		F-4
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-5
Notes to Financial Statements		F-6

Loans contracted in Fiscal 2024

25During fiscal year 2024, the Company contracted a total of 2 loans to non-related third-party shareholders as follows:

~~Report~~On January 31, 2024, two loans were concluded with two third party shareholder to loan the Company an aggregate of ~~Independent~~$20,000. ~~Registered~~Both ~~Public~~these ~~Accounting~~loans ~~Firm~~are repayable on or before January 30, 2025 and pay interest at 10%. These loans were extended on January 30, 2025, on the same terms and are repayable on July 30, 2026.

ToLoans ~~the~~extended ~~shareholders~~in ~~and~~Fiscal ~~the~~Year ~~board of directors of NEXT-ChemX Corporation~~2024

~~Opinion~~In onaddition to the ~~Financial~~issuance ~~Statements~~of new loans, the Company extended the validity of the following loans that were falling due during fiscal year 2024:

WeTwo ~~have~~separate ~~audited~~loans ~~the~~to ~~accompanying~~provide ~~consolidated~~financial ~~balance sheets of NEXT-ChemX~~assistance ~~Corporation~~granted asby oftwo ~~December~~third ~~31,~~party ~~2023~~shareholders ~~and~~both ~~2022,~~falling ~~the~~due ~~related~~on ~~statements~~September ~~of operations~~14, ~~stockholders’ equity (deficit)~~2024, ~~and~~with ~~cash~~principal ~~flows~~amount ~~for the~~of ~~years then ended~~$125,000 ~~and~~each ~~the~~for ~~related~~an ~~notes (collectively referred to as the “financial statements”). In our opinion, the financial~~aggregate ~~statements~~value ~~present~~of ~~fairly~~$250,000 inboth ~~all~~paying ~~material~~interest ~~respects,~~at ~~the~~maturity ~~financial~~at ~~position~~a ofrate ~~the Company as~~ of ~~December~~10% ~~31,~~per ~~2023~~annum ~~and~~were ~~2022,~~extended ~~and~~until ~~the~~September ~~results of its operations and its cash flows for the years then ended~~14, ~~in conformity with accounting principles generally accepted in the United States.~~2025;

~~Substantial~~The ~~Doubt~~following ~~about~~loans ~~the~~with ~~Company’s~~an ~~Ability~~aggregate toprincipal ~~Continue~~value of as$575,000 awere ~~Going Concern~~all extended on November 8, 2024:

~~The~~A ~~accompanying~~loan ~~financial~~to ~~statements~~provide ~~have~~financial ~~been~~assistance ~~prepared~~granted ~~assuming that~~by ~~the Company will continue as~~ a ~~going~~third-party ~~concern.~~shareholder Asfalling ~~discussed~~due inon ~~Note~~November 29, ~~to the financial statements~~2024, ~~the~~with ~~Company has suffered recurring losses from operations and has~~ a ~~significant~~principal ~~accumulated~~amount ~~deficit.~~of ~~In addition~~$250,000 ~~the~~and ~~Company~~paying ~~continues~~interest toat ~~experience~~maturity ~~negative~~at ~~cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as~~ a ~~going concern. Management’s plans in regard to these~~rate ~~matters~~of ~~are~~10% ~~also~~per ~~described~~annum inwas ~~Note~~extended 2.until ~~The~~May ~~financial~~8, ~~statements do not include any adjustments that might result from the outcome of this uncertainty.~~2026;

~~Basis~~A ~~for~~loan ~~Opinion~~to provide financial assistance granted by a third-party shareholder falling due on December 2, 2024, with a principal amount of $200,000 and paying interest at maturity at a rate of 10% per annum was extended until June 2, 2026

~~These~~A ~~financial~~loan ~~statements~~to ~~are~~provide ~~the~~financial ~~responsibility~~assistance ofgranted ~~the Company’s management.~~by ~~Our~~a ~~responsibility~~third-party isshareholder tofalling ~~express~~due ~~an opinion~~ on ~~the~~December ~~Company’s~~2, ~~financial~~2024, ~~statements~~with ~~based on our audit. We are~~ a ~~public~~principal ~~accounting~~amount ~~firm registered~~of ~~with~~$50,000 ~~the Public Company Accounting Oversight Board (United States) (“PCAOB”)~~ and ~~are~~paying ~~required~~interest toat bematurity ~~independent~~at ~~with~~a rate ~~respect~~of to10% ~~the~~per ~~Company~~annum inwas ~~accordance~~extended ~~with~~until ~~the~~June ~~U.S.~~2, ~~federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.~~2026

WeA ~~conducted~~loan ~~our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit~~ to ~~obtain~~provide ~~reasonable assurance about whether the~~ financial ~~statements~~assistance ~~are~~granted ~~free of~~by ~~material~~a ~~misstatement,~~third-party ~~whether~~shareholder falling due toon ~~error~~February ~~or fraud. The Company is not required to have~~2, ~~nor were we engaged to perform~~2025, anwith ~~audit~~a ~~of its~~principal ~~internal~~amount ~~control over financial reporting. As part~~ of ~~our~~$25,000 ~~audits~~and wepaying ~~are~~interest ~~required~~at tomaturity ~~obtain~~at ana ~~understanding of internal control over~~rate ~~financial reporting but not for the purpose~~ of ~~expressing~~10% anper ~~opinion~~annum onwas ~~the~~extended ~~effectiveness~~until ofAugust ~~the Company’s internal control over financial reporting. Accordingly~~2, ~~we express no such opinion.~~2026

~~Our~~A ~~audit~~loan ~~included performing procedures~~ to ~~assess~~provide ~~the~~financial ~~risks~~assistance ofgranted ~~material~~by ~~misstatement~~a ofthird-party ~~the~~shareholder ~~financial~~falling ~~statements, whether~~ due toon ~~error~~February ~~or fraud~~20, ~~and performing procedures that respond to those risks. Such procedures included examining~~2025, onwith a ~~test~~principal ~~basis,~~amount ~~evidence~~of ~~regarding~~$50,000 ~~the amounts~~ and ~~disclosures~~paying ininterest ~~the~~at ~~financial~~maturity ~~statements.~~at ~~Our~~a ~~audit also included~~rate ~~evaluating~~of ~~the~~10% ~~accounting~~per ~~principles~~annum ~~used~~was ~~and~~extended ~~significant~~until ~~estimates~~August ~~made by management~~20, ~~as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.~~2026

~~/S/~~Debt BFRepayment ~~Borgers~~Obligations ~~CPA~~for PCFiscal BFYear ~~Borgers CPA PC (PCAOB ID 5041) We have served as the Company’s auditor since 2020 Lakewood, CO April 1, 2024~~2025

F-As of December 31, 2024, following the receipt of the additional financing of $1,605,004 received during fiscal 2024, the Company had a total aggregate value of $2,430,004 in the principal of its outstanding Convertible and Non-convertible Debt. Interest on all debt, both convertible and non-convertible was 10% annual, due at maturity.

~~NEXT-ChemX~~All convertible debt from the Series “F” ~~Corporation~~Notes is due beyond fiscal year 2025. Company debt payable during fiscal 2025, if such debt is not further extended, is due as follows:

BALANCE SHEETS

Period	Aggregate of Loan Amounts Falling Due		Number of Loans Falling Due		Anticipated Interest Amount Payable at Maturity
1^st Quarter 2025	$	20,000		2	$	2,000
3^rd Quarter 2025	$	250,000		2	$	50,000

	December 31,			December 31,
	2023			2022
ASSETS
Current Assets:
Cash	$	2,458		$	28,355
Prepaid expense and other current assets		72,925			22,169
Financial Asset		64,944			-
Total Current Assets		140,327			50,524
Property and equipment, net		12,621			17,957
Intangible asset, net		3,150,114			3,150,114
Total Assets	$	3,303,062		$	3,218,595
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	2,443,207		$	1,548,740
Other payable		511,980			11,980
Due to Related Party		32,238			-
Note payable - 3rd Party		-			426,007
Loan payable		945,000			500,000
Total Current Liabilities		3,932,425			2,486,727
Total Liabilities		3,932,425			2,486,727
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 28,546,834 and 28,346,834 shares issued and outstanding, respectively		28,547			28,347
Additional paid-in capital		5,396,053			4,396,253
Accumulated deficit		(6,053,963	)		(3,692,732	)
Total Stockholders’ Equity (Deficit)		(629,363	)		731,868
Total Liabilities and Stockholders’ Equity (Deficit)	$	3,303,062		$	3,218,595

The rest of the loans ($575,000) will fall due in fiscal year 2026.

~~The accompanying notes are an integral part of these consolidated financial statements.~~27

~~F-2~~Management Budget for fiscal year 2025

~~NEXT-ChemX~~It is anticipated that the monthly operating budget, ~~Corporation~~excluding payables, going into fiscal year 2025 will amount to approximately $130,000 per month for the first quarter, rising to $210,000 during the second and third quarters. During the fourth quarter of 2025, if the operation of the controlled pilot plant is successful, the Company will require a significant increase in its quarterly budget to enable it of capitalize on its technological success, the minimum operational amount required while completing work in the pilot is $350,000 during the fourth quarter of fiscal year 2025.

~~STATEMENT~~Management believes that the Company’s cash OFon ~~OPERATIONS~~hand will not be sufficient to fund all Company obligations and commitments for the next twelve months. The combination of the way the shareholders have funded the Company during fiscal year 2025 with the urgent need to finance the commercial pilot system, to open operating facilities and to increase staff will place a significantly increased burden on cash flow during fiscal year 2025.

	2023			2022
	For The Year Ended December 31,
	2023			2022
Revenues	$	-		$	-
Operating expenses
General and administrative		1,976,601			1,673,284
Total operating expenses		1,976,601			1,673,284
Income (loss) from operations		(1,976,601	)		(1,673,284	)
Other income (expense)
Interest expense		(87,682	)		(70,515	)
Other income (expense)		(296,948	)		-
Net other expense		(384,630	)		(70,515	)
Loss before provision for income taxes		(2,361,231	)		(1,743,799	)
Net income (loss)	$	(2,361,231	)	$	(1,743,799	)
Net income (loss) per common share: Basic and diluted	$	(0.08	)	$	(0.06	)
Weighted average number of common shares outstanding: Basic and diluted		28,466,560			27,802,153

Management estimates that the minimum fund necessary to finance operations through fiscal year end 2025 is $1.1 million. This budget is anticipated to carry the Company through fiscal year end 2025 to completion of its controlled pilot testing system and its initial commercial deployment.

~~The~~Historically, we have been dependent on loans from ~~accompanying~~our ~~notes~~principal ~~are~~shareholders anand ~~integral~~their ~~part~~affiliated companies to provide us with working capital as required and it is anticipated that existing loans will be extended. In the past the Company has relied on shareholder debt, however, there is no guarantee such funding will be available when required or sufficient and there can be no assurance that our major shareholders, or any of ~~these~~them, ~~audited~~will ~~condensed~~continue ~~financial~~making ~~statements~~loans or advances to us in the future.

~~F-3~~Management considers it essential that during fiscal year 2025, an accommodation is found with its shareholder debtors to convert or repay their debt in order that the other significant debts to employees, consultants and professionals can be deferred. In addition, management considers such resolution will be necessary to enable the Company to attract investment that will fund operations. The Company believes that an effective equity offering may be priced at levels below the current share trading price given that any release of large blocks of shares onto the market results in a severe depression of the share price. A realistic offering price will consider the need to raise significant amounts that will be impossible without taking this into account. This may have a significant impact on the Company’s share price. There is no guarantee that any equity or debt funding offered during fiscal year 2025 will be successful in securing sufficient funding for the Company’s proposed budget, or that such funds, if secured, will be sufficient.

~~NEXT-ChemX Corporation~~Fair Value loss on Financial assets

~~Statement~~We recorded a fair value loss on shares in a United ofKingdom ~~Stockholders’~~public ~~Equity~~company ~~(Deficit)~~amounting to $26,395 for the year ended December 31, 2024. This was due to the fall in the price of the securities.

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

3 Months period

Date

Number of Shares

Market Price

Exchange Rate

Amount in USD

Period End, FMV

September 30, 2024

96,250,000.00

GBP 0.00053

1.3375

68,229

Year End, FMV

December 31, 2024

96,250,000.00

GBP 0.00032

1.2516

38,549

Unrealized Gain/Loss

(29,680

)

	Shares				Amount			Capital		Deficit			Deficit
12 Months period	Date		Number of Shares				Market Price	Exchange Rate		Amount in USD
	Common stock							Additional Paid-in		Accumulated			Stockholders’ Equity
Period End, FMV	December 31, 2023			96,250,000.00			GBP 0.00053		1.2731		64,944
	Shares				Amount			Capital		Deficit			Deficit
Year End, FMV	December 31, 2024			96,250,000.00			GBP 0.00032		1.2516		38,549
Balance December 31, 2021		27,385,437			$	27,385		$	3,634,034	$	(1,948,933	)	$	1,712,486
Unrealized Gain/Loss											(26,395	)
Stock issued on conversion of 3rd party Loans		884,721				885			685,620					686,505
Stock issued on conversion of related party loans		76,676				77			76,599					76,676
Net loss											(1,743,799	)		(1,743,799	)
Balance December 31, 2022		28,346,834			$	28,347		$	4,396,253	$	(3,692,732	)	$	731,868
Balance		28,346,834			$	28,347		$	4,396,253	$	(3,692,732	)	$	731,868
Stock Issued to 3rd Party for cash		100,000				100			499,900					500,000
Stock Issued to 3rd Party for service		100,000				100			499,900					500,000
Net loss											(2,361,231	)		(2,361,231	)
Balance December 31, 2023		28,546,834			$	28,547		$	5,396,053	$	(6,053,963	)	$	(629,363	)
Balance		28,546,834			$	28,547		$	5,396,053	$	(6,053,963	)	$	(629,363	)

~~The accompanying notes are an integral part of these consolidated financial statements.~~28

~~F-4~~Off Balance Sheet Arrangements

~~NEXT~~We do not have any off-~~ChemX~~balance sheet arrangements ~~Corporation~~that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

~~STATEMENT OF CASH FLOWS~~Seasonality

	For the years ended
	December 31,
	2023			2022
OPERATING ACTIVITIES
Net income(loss)	$	(2,361,231	)	$	(1,743,799	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,336			5,160
Other income received in 3rd party stock		(203,050	)		-
Unrealized loss on trading securities		36,581
Consultant commission paid in third party stock		101,525			-
Other Expense paid in stocks		500,000
Changes in Operating Assets and Liabilities:
Accounts payable and accrued liabilities		1,394,467			824,125
Prepaid expenses		(50,756	)		(20,570	)
Related Party advances		32,238			-
Net cash provided by (used in) operating activities		(544,890	)		(935,084	)
INVESTING ACTIVITIES
Purchase of Property and Equipment		-			(1,577	)
Net cash provided by investing activities		-			(1,577	)
FINANCING ACTIVITIES
Proceeds from the Stock Issuance of Common Stocks		500,000			-
Proceeds from convertible notes payable - related party, net of original issue discounts		-			60,000
Proceeds from loan payables		465,000			500,000
Proceeds from note payables		-			556,007
Proceed from Equity Escrow Account		-			11,980
Repayment of convertible notes payable		-			(37,500	)
Repayment of loan payable		(20,000	)		-
Repayment of note payable		(426,007	)		(130,000	)
Repayment of related party loans		-			(5,900	)
Net cash (used in) financing activities		518,993			954,587
Net increase (decrease) in cash		(25,897	)		17,926
Cash, beginning of year		28,355			10,429
Cash, end of year	$	2,458		$	28,355
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax	$	-		$	-
Interest	$	37,212		$	14,022
Supplemental non-cash investing and financing activities
Common Stock issued on Conversion of 3rd party loan	$	-		$	686,505
Common stock issued on conversion of related party loan		-			76,677

Our operating results are not affected by seasonality.

~~The accompanying notes are an integral part of these consolidated financial statements.~~Inflation

~~F-5~~Our business and operating results are not affected in any material way by inflation.

~~NEXT-ChemX Corporation~~Critical Accounting Policies

~~NOTES~~The Securities and Exchange Commission issued Financial TOReporting ~~FINANCIAL~~Release ~~STATEMENTS~~No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often because of the need to make estimates of matters that are inherently uncertain.

~~NOTE~~The nature of our business generally does not call 1for -the ~~ORGANIZATION~~preparation ~~AND~~or ~~BUSINESS~~use ~~OPERATIONS~~of estimates. Since the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies.

~~Organization and~~ITEM ~~Description~~7A. ofQUANTITATIVE ~~Business~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~NEXT-ChemX Corporation,~~As ~~formerly~~a ~~known as AllyMe Group Inc. (~~“~~Company”,~~smaller ~~“we”~~reporting ~~or “us~~company”) ~~was~~as ~~incorporated under~~defined ~~the~~by ~~laws~~Item of10 ~~the State~~ of ~~Nevada~~Regulation ~~on August 13~~S-K, ~~2014 (“Inception”) and has adopted a December 31 fiscal year end. The Company’s Board of Directors approved~~ the ~~new name on June 16, 2021, and was granted approval by FINRA on July 22, 2021, and was granted a new trading symbol on July 30,2021. The~~ Company ~~acquired a novel ion-Targeting Direct Extraction Technology (“iTDE Technology”) along with its patents and patent applications, as well as the employment of its inventing scientist, and~~ is ~~developing~~not ~~pilot~~required ~~plant systems~~ to ~~demonstrate~~provide ~~its~~information ~~performance~~required toby ~~potential~~this ~~clients to market commercial systems for its applications~~Item.

~~The Company’s~~ITEM ~~principal~~8. ~~focus~~FINANCIAL inSTATEMENTS ~~the~~AND ~~commercialization~~SUPPLEMENTARY ~~of the iTDE Technology during fiscal year 2023 was the extraction of lithium from natural brines, geothermal wells and mine leach solutions.~~DATA

~~Other~~Set forth below are the unaudited financial statements ~~potential~~for ~~applications~~the ~~include:~~Company for the fiscal years ended December 31, 2024, and 2023 (based on previously audited 2023 10-K Report).

● Extracting Fatty Acids from Vegetable Oils for More Economical Refining. ● Extracting of Radioactive Ions from Nuclear Plant Stored Water. ● Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings. ● Desalination of Sea Water, by Extracting Ions for Water Purification

Contents		Page

Declaration regarding the Unaudited nature of the Financial Statements		F-1

Balance Sheets at December 31, 2024 and 2022		F-2

Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2022		F-3

Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2022		F-4

Statements of Cash Flows for the years ended December 31, 2024 and 2022		F-5

Notes to Financial Statements		F-6

Pursuant to a stock purchase agreement, on April 27, 2021, Zilin Wang, the previous majority shareholder of the Company, sold 8,618,000 shares of Common Stock of the Company, to Arastou Mahjoory and Kenneth Mollicone, each an accredited investor, in equal parts. Following transfer of such shares to Messrs. Mahjoory and Mollicone, each agreed to cancel an aggregate of 5,418,000 shares of common stock of the company.29

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

~~Effective~~These ~~April~~financial ~~27,~~statements ~~2021,~~have ~~the~~not ~~Company,~~been ~~then~~audited ~~called~~by ~~AllyMe~~Fruci ~~Group,~~& ~~Inc.~~Associates, ~~entered~~therefore ~~into~~no anreport ~~asset~~is ~~purchase~~currently ~~agreement~~available. ~~with~~In ~~NEXT-ChemX~~this ~~Corporation~~respect, a ~~private~~this ~~Texas~~Annual ~~company~~Report ~~(“NEXT-ChemX~~on ~~(Private)”),~~form ~~in which the Company acquired certain intellectual property assets of NEXT~~10-~~ChemX (Private),~~K ~~specifically~~must ~~certain~~therefore ~~patents~~be ~~and~~considered ~~patent~~as ~~applications,~~substantially ~~in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company~~deficient.

~~Messrs. Mahjoory~~Notwithstanding ~~and~~the ~~Mollicone~~deficiency ~~also~~of ~~entered~~the ~~into~~present ~~stock~~Report, ~~purchase~~our ~~Agreements~~audited ~~with~~financial ~~selling~~statements ~~shareholders~~included toin ~~acquire~~our an2023 ~~additional~~Annual ~~322,989~~Report ~~shares~~on ofForm ~~common~~10-K/A ~~stock~~filed ~~from~~April ~~several~~28, ~~minority~~2025 ~~shareholders~~with of the ~~Company~~SEC are now available for to our Shareholders.

~~During fiscal~~Management ~~year~~considers ~~2022~~it ~~Kenneth~~necessary ~~Mollicone~~to ~~transferred~~file the present Report that conforms with the audited information available from the above referenced 2023 10-K/A in the present filing and will continue to ~~his~~work ~~wife~~with ~~his~~its ~~entire~~auditors ~~shareholding~~to complete the audit of 1the present Report as soon as possible. This Report is substantially deficient,~~761~~ however,~~495~~ Management ~~shares~~believes it in the best interests of ~~Common~~its ~~Stock~~shareholders to receive the best disclosure possible given the circumstances, and to comply as best as possible with its reporting obligations. It is expected that the Company will refile an amended report as soon as the audit for this Report is completed.

~~During~~The ~~fiscal~~name ~~year~~and ~~2023,~~address ~~the~~of ~~Company~~our ~~issued~~Auditor ~~100,000~~is ~~shares to third party accredited investors~~ as ~~part of the March 20, private placement of the Company’s common stock.~~follows:

~~As of~~Fruci ~~December~~& ~~31,~~Associates ~~2023~~II, ~~the~~PLLC ~~Company~~– ~~had~~PCAOB ~~28,546,834~~ID ~~shares of common stock issued and outstanding.~~#05525

AsCertified ofPublic December 31, 2023, one shareholder with the same name as the Company, NEXT-ChemX, but organized in a different jurisdiction holds approximately 84.12% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. In addition, Ms. Anne Mollicone owns 1,833,570 shares of Common Stock of the Company representing 6.47% and Mr. Arastou Mahjoory continues to hold 1,761,494 shares of Common Stock of the Company representing 6.21% of the issued and outstanding shares of Common Stock in the Company.Accountants

~~F-6~~802 N. Washington St.

~~On July 23~~Spokane, ~~2021, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State~~ ofWA Nevada effecting a name change of the Company from “AllyMe Group, Inc.” to NEXT-ChemX Corporation. These changes became effective on July 28, 2021, following compliance with the notification requirements of the Financial Industry Regulatory Authority.99201

~~NOTE 2 – GOING CONCERN~~USA

The Company has incurred losses since its inception on August 13, 2014 resulting in an accumulated deficit of $ 6,053,963 as of December 31, 2023, and further losses are anticipated in the development of its business. At December 31, 2023, the Company had a working capital deficit of $3,792,098. As of December 31, 2022, the Company had an accumulated deficit of $3,692,732 and a working capital deficit of $ 2,436,203. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. Moreover, the reliance of the Company on short term (1F-year) debt to fund the Company’s business that was extended to two years in September of 2023, requires the Company to find additional funds to repay 2023’s operating costs in fiscal year 2025, while continuing to seek funding for fiscal years 2024 and 2025. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.1

~~The ability~~NEXT-ChemX to continue as a going concern is dependent not only on the Company’s ability to raise financing sufficient to complete its technology commercialization plan, but also its ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, reorganization of part of its debt into equity and with a private placement of common stock. However, there can be no assurances that management’s plans will be successful.Corporation

~~NOTE 3~~BALANCE ~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~SHEETS

~~Basis~~(2023 Audited; of2024 ~~Presentation~~Unaudited)

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

	UNAUDITED December 31,			December 31,
	2024			2023
ASSETS
Current Assets:
Cash	$	62,547		$	2,458
Prepaid expense and other current assets		604,368			72,925
Financial Asset		38,549			64,944
Total Current Assets		705,464			140,327
Non-Current Assets:
Property and equipment, net		7,285			12,621
Intangible asset, net		2,542,185			2,691,967
Total Assets	$	3,254,934		$	2,844,915

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	3,119,281		$	2,443,207
Other payable		500,000			511,980
Due to Related Party		107,445			32,238
Note payable - 3^rd Party		-			-
Loan payable		845,000			945,000
Total Current Liabilities		4,571,726			3,932,425
Non-Current Liabilities:
Notes Payable	$	1,585,004		$	-
Total Non-Current Liabilities		1,585,004			-

Total Liabilities		6,156,730			3,932,425

Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 20,000 Series A Preferred stock issued and outstanding as of December 31, 2024		20			-
20,000 Series F Preferred stock issued and outstanding as of December 31, 2024		20			-
Preferred stock, value		20			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 28,546,834 shares issued and outstanding (no change from YE 2023)		28,547			28,547
Additional paid-in capital		5,396,053			5,396,053
Accumulated deficit		(8,326,436	)		(6,512,110	)
Total Stockholders’ Equity (Deficit)		(2,901,796	)		(1,087,510	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	3,254,934		$	2,844,915

~~Use~~ The accompanying notes are an integral part of ~~Estimates~~these unaudited consolidated financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.F-2

~~Cash~~NEXT-ChemX Corporation

~~Cash includes~~STATEMENT ~~cash~~OF on hand and on deposit at banking institutions as well as all liquid short-term investments with original maturities of 90 days or less. The Company’s bank account in the United States amounted to $ 2,458 on December 31, 2023 and $28,355 at December 31, 2022 and our bank account is protected by FDIC insurance up to $250,000.OPERATIONS

~~F-7~~(2023 Audited; 2024 Unaudited)

Revenue recognition

	2024			2023
	For The Year Ended December 31,
	UNAUDITED 2024			2023

Revenues	$	-		$	-

Operating expenses
Salaries and Employee Benefits		760,954			1,078,341
Professional fees and contractors		732,676			684,127
Depreciation and Amortization		155,118			155,118
Other operating Expenses		86,151			208,797
Total operating expenses		1,734,899			2,126,383

Income (loss) from operations		(1,734,899	)		(2,126,383	)

Other income (expense)
Interest expense		(186,700	)		(87,682	)
Other income (expense)		107,273			(296,948	)
Net other expense		(79,427	)		(384,630	)

Loss before provision for income taxes		(1814,326	)		(2,511,013	)

Net income (loss)	$	(1,814,326	)	$	(2,511,013	)

Net income (loss) per common share: Basic and diluted	$	(0.06	)	$	(0.09	)

Weighted average number of common shares outstanding: Basic and diluted		28,546,834			28,466,560

The ~~Company~~ ~~adopted~~accompanying ~~Accounting~~notes ~~Standards~~are Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an ~~entity~~integral topart ~~recognize revenue to depict the transfer~~ of ~~goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange~~these ~~for~~unaudited ~~those~~condensed ~~goods~~financial ~~or services recognized as performance obligations are satisfied~~statements.

~~The Company has assessed the impact of the guidance by performing the following five steps analysis:~~F-3

~~Step 1:~~NEXT-ChemX ~~Identify the contract~~Corporation

~~Step 2:~~Statement ~~Identify~~of ~~the~~Stockholders’ ~~performance~~Equity ~~obligations~~(Deficit)

~~Step 3:~~FOR ~~Determine~~THE ~~the~~YEARS ~~transaction~~ENDED ~~price~~DECEMBER 31, 2024 AND 2023

~~Step~~(2023 Audited; 4:2024 ~~Allocate the transaction price~~Unaudited)

~~Step 5: Recognize revenue~~UNAUDITED

Substantially all the Company’s revenue will be derived from the commercial exploitation of its iTDE Technology. In principle this technology will allow the company to commercialize a system that is incorporated into a specific product: being a component in an extraction plant. It is anticipated that the need to maintain and service each unit defines the best method of commercialization as a tolling agreement, since there is a finite capacity of the system before servicing is required based on throughput. The Company considers any agreement resulting in the testing or deployment of the system (including the granting of exclusivity rights, conditional deployment, “try and see”, and other signed arrangements to be a contract with a customer. Contracts with customers are short-term or preliminary when the time between signed agreements and satisfaction of the performance obligations, (including where initial obligations in the short term may lead to replacement agreements of a defined longer duration) is equal to or less than one year. Typically, the Company expects introductory testing, and other “try and see” arrangements will be short term, however most operational agreements will be long term. The Company recognizes revenue when extraction services are provided, or market rights are granted to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or grants of rights. The Company typically satisfies its performance obligations in contracts with customers upon delivery of extracted materials, however, in cases where systems are delivered against payment and property is transferred, revenue will be recognized accordingly. Generally, payment is due from customers immediately at the invoice date. The execution of contracts will require the assessment of specific extraction requirements, the design of a system, construction of the units required to implement the system, delivery and installation, start up and verification, as well as ongoing operation expense, before revenues may be derived from extraction under a tolling arrangement. Commercial contracts therefore have significant financing components and several variable components and considerations. Potentially there may be returns of units and maintenance and refurbishment is priced into the tolling arrangement. It is anticipated that the tolling arrangements from which the Company will derive revenues shall contain extraction performance minimums that need to be met as well as extraction rates required. These are typically defined by the type of liquid from which extraction services are required and will necessarily dictate the extent and cost of the system to be deployed. These factors should be calculated and defined prior to completing initial tolling agreements. However, since the Company has yet to complete construction and testing of its initial controlled pilot plant system and the technology is ground-new, there exists no historical experience or precedent, nor any comparable system from which estimates of these critical factors can be derived. All costs and the economics of agreements will require to be evaluated and fixed during negotiations with potential customers with the Company’s best judgment of all such factors and calculations at the time the estimate is made.

									Additional
	Preferred Stocks				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance January 1, 2023		-		-		28,346,834	$	28,347	$	4,396,253	$	(3,692,732	)	$	731,868
Stock issuance to 3rd party for cash						100,000		100		499,900					500,000
Stock issuance to 3rd party for services						100,000		100		499,900					500,000
Prior Year Adjustment on Intangible Asset		-		-								(308,365	)		(308,365	)
Net loss		-		-		-		-		-		(2,511,013	)		(2,511,013	)
Balance December 31, 2023		0	$	0		28,546,834	$	28,547	$	5,396,053	$	(6,512,110	)	$	(1,087,510	)
Balance		0	$	0		28,546,834	$	28,547	$	5,396,053	$	(6,512,110	)	$	(1087,510	)

Issuance of Series F Preferred Stocks		20,000	$	20											20
Issuance of Series A Preferred Stocks		20,000	$	20											20
Net loss		-		-		-		-		-		(1,814,326	)		(1,814,326	)
Balance December 31, 2024		40,000	$	40		28,546,834	$	28,547	$	5,396,053	$	(8,326,436	)	$	(2,901,796	)
Balance		40,000	$	40		28,546,834	$	28,547	$	5,396,053	$	(8,326,436	)	$	(2,901,796	)

~~Earnings (loss) per Share~~F-4

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

~~For the~~STATEMENT ~~fiscal~~OF ~~years~~CASH ended December 31, 2023, and December 31, 2022, there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these periods.FLOWS

~~F-8~~(2023 Audited; 2024 Unaudited)

Income Taxes

	2024			2023
	For the year ended
	December 31,
	UNAUDITED 2024			2023
OPERATING ACTIVITIES
Net income(loss)	$	(1,814,326	)	$	(2,511,013	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		155,118			155,118
Other income received in 3rd party stock		-			(203,050	)
Unrealized loss on trading securities		26,395			36,581
Consultant commission paid in third party stock		-			101,525
Other Expense paid in stocks		-			500,000
Changes in Operating Assets and Liabilities:
Accounts payable and accrued liabilities		556,074			1,394,467
Prepaid expenses		(531,443	)		(50,756	)
Related Party advances		75,247			32,238
Net cash provided by (used in) operating activities		(1,532,935	)		(544,890	)

INVESTING ACTIVITIES
Purchase of Property and Equipment		-			-
Net cash provided by investing activities		-			-

FINANCING ACTIVITIES
Proceeds from the Stock Issuance of Common Stocks		-			500,000
Proceeds from convertible notes payable - related party, net of original issue discounts		-			-
Proceeds from loan payables		20,000			465,000
Proceeds from note payables		1,585,004			-
Proceed from Equity Escrow Account		-			-
Repayment of convertible notes payable		-			-
Repayment of loan payable		-			(20,000	)
Repayment of note payable		-			(426,007	)
Repayment of equity escrow account		(11,980	)		-
Net cash (used in) financing activities		1,593,024			518,993

Net increase (decrease) in cash		60,089			(25,897	)
Cash, beginning of year		2,458			28,355

Cash, end of year	$	62,457		$	2,458

SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax	$	-		$	-
Interest	$	0		$	37,212
Supplemental non-cash investing and financing activities
Conversion of loan to convertible note	$	174,004		$	-
Issuance of Preferred Stocks against Indebtedness		40			-

The ~~Company~~ ~~accounts~~accompanying ~~for~~notes ~~income taxes pursuant to FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes~~ are ~~provided~~ onan aintegral ~~liability~~part method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of ~~assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the~~these ~~opinion~~unaudited ofconsolidated ~~management,~~financial ~~it is more likely than not that some portion or all of the deferred tax assets will not be realized~~statements. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is moreF-~~likely-than-not to be sustained upon audit by the relevant taxing authority. As of fiscal year ends December 31, 2023 and December 31, 2022, there were no uncertain tax positions.~~5

~~Fair Value~~NEXT-ChemX ~~of Financial Instruments~~Corporation

~~The Company~~NOTES ~~follows~~TO ~~guidance~~FINANCIAL for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.STATEMENTS

~~The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities~~ (~~Level 1 measurements~~UNAUDITED) ~~and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:~~

Level 1:	inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2:	inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3:	inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash, prepaid expenses and other receivable approximate their fair values because of the short maturity of these instruments.

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

~~Evaluation of~~Organization ~~long-lived~~and ~~intangible~~Description ~~assets~~of Business

~~The Company~~NEXT-ChemX ~~acquired~~Corporation, ~~its~~formerly ~~principal~~known ~~intellectual~~as ~~property~~AllyMe ~~asset in the second quarter of 2021~~Group Inc. ~~The~~(“Company”, ~~value~~“we” ofor ~~the~~“us”) ~~asset~~ was ~~initially~~incorporated ~~derived from~~under the ~~underlying~~laws ~~arms’ length transaction in which the company owning the technology transferred the technology to the Company in exchange for a specific number~~ of ~~shares of Common Stock of~~ the ~~Company.~~State ~~The value~~ of ~~the~~Nevada ~~shares~~on ~~was~~August ~~itself derived from that the~~13, ~~fact~~2014 ~~that~~(“Inception”) ~~such shares were bought~~ and ~~sold~~has inadopted ana ~~arms’~~December ~~length~~31 ~~transaction~~fiscal ~~that~~year ~~occurred simultaneously~~end. The ~~technology~~Company’s ~~composed initially~~Board of ~~patents~~Directors ~~and~~approved ~~patent~~the ~~applications~~new name ason ~~well~~June as16, ~~certain~~2021, ~~knowhow~~and was ~~initially~~granted ~~amortized~~approval by ~~the~~FINRA ~~Company.~~on ~~However~~July 22, ~~during fiscal year~~ 2021, itand ~~became clear that the value of the asset~~ was ~~much~~granted ~~greater~~a ~~than~~new ~~the~~trading ~~individual~~symbol ~~patents~~on ~~and~~July ~~possible~~30,2021. ~~patent~~The ~~applications~~Company itacquired ~~being~~ a ~~stem~~novel ~~technology~~ion-Targeting ~~(giving~~Direct ~~rise~~Extraction toTechnology ~~many~~(“iTDE ~~and various applications~~Technology”). ~~For~~along ~~this~~with ~~reason,~~its onpatents ~~September~~and ~~30,~~patent ~~2021~~applications, ~~the asset was reclassified~~ as anwell ~~intangible~~as ~~asset~~the ofemployment ~~indefinite life. The value taken was that~~ of its ~~book~~inventing ~~value at the third quarter end 2021. Intangible assets of indefinite life are not amortized~~scientist, ~~but~~and ~~instead~~is ~~tested~~developing ~~for~~pilot ~~impairment~~plant atsystems ~~least~~to ~~annually~~demonstrate orits ~~more~~performance ~~frequently~~to ~~if events and circumstances~~potential ~~indicate~~clients ~~that~~to ~~the~~market ~~asset~~commercial ~~might~~systems befor ~~impaired~~its applications.

~~In our~~The ~~analysis~~Company’s ofprincipal ~~intangible~~focus ~~assets (other than goodwill), we apply the guidance of FASB ASC 350-30-35~~ in ~~determining whether any impairment conditions exist. During~~ the ~~fourth quarter~~ commercialization of ~~2023 and into~~ the ~~first~~iTDE ~~quarter~~Technology ofduring ~~2023,~~fiscal weyear ~~performed~~2024 ~~our annual impairment evaluation required under FASB ASC 350-30-35 and concluded that our intangible asset~~ was ~~not impaired. It is believed that~~ the ~~estimated~~extraction ~~fair value~~ of ~~the~~lithium ~~intellectual~~from ~~property~~natural ~~asset~~brines, ~~exceeded~~geothermal ~~its~~wells ~~carrying~~and ~~values~~mine asleach ~~of December 31, 2023~~solutions.

~~F-9~~Other potential applications include:

~~Recent accounting~~● ~~pronouncements~~Extracting Fatty Acids from Vegetable Oils for More Economical Refining. ● Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings. ● Desalination of Contaminated, or Seawater Water, by Extracting Ions for Water Purification ● Extracting of Radioactive Ions from Nuclear Plant Stored Water.

~~The Company~~Pursuant ~~continually~~to ~~assesses~~a ~~any~~stock ~~new~~purchase ~~accounting~~agreement, ~~pronouncements~~on toApril ~~determine~~27, 2021, ~~their~~Zilin ~~applicability~~Wang, to the ~~Company.~~previous ~~Where~~majority itshareholder isof ~~determined that a new accounting pronouncement affects~~ the Company’s, ~~financial~~sold ~~reporting~~8,618,000 ~~the~~shares ~~Company~~of ~~undertakes~~Common aStock ~~study to determine the consequence~~ of the ~~change~~Company, to ~~its~~Arastou ~~financial statements~~ Mahjoory and ~~assures~~Kenneth ~~that~~Mollicone, ~~there~~each ~~are~~an ~~proper~~accredited ~~controls~~investor, in ~~place~~equal toparts. ~~ascertain~~Following ~~that~~transfer ~~the~~of ~~Company’s financials~~such ~~properly~~shares ~~reflect~~to ~~the change~~Messrs. ~~The~~Mahjoory ~~Company~~and ~~currently~~Mollicone, each ~~does~~agreed ~~not~~to ~~have~~cancel ~~any~~an ~~recent~~aggregate ~~accounting~~of ~~pronouncements~~5,418,000 ~~that~~shares ~~they~~of ~~are~~common ~~studying, and~~stock ~~feel~~of ~~may~~the ~~be applicable~~company.

~~NOTE~~Also on April 27, 2021, the previous sole officer 4and –director ~~PREPAID~~of ~~EXPENSE~~the ~~AND~~company, ~~OTHER~~Zicheng ~~CURRENT~~Wang, ~~ASSETS~~resigned his positions with the Company. Upon such resignation Benton Wilcoxon was appointed as Chief Executive Officer, and Chairman of the Board, and John Michael Johnson was appointed President, Treasurer and Secretary, and Director of the Company.

~~Prepaid expense~~Effective ~~amounted~~April to27, ~~$72~~2021,~~925~~ ~~and~~the ~~$22~~Company,~~169~~ asthen ofcalled AllyMe ~~December 31~~Group, ~~2023~~Inc., ~~and~~entered ~~December~~into ~~31,~~an ~~2022,~~asset ~~respectively.~~purchase ~~Prepaid~~agreement ~~expenses~~with inNEXT-ChemX ~~fiscal~~Corporation, ~~year 2022~~a ~~consisted~~private ofTexas ~~mainly~~company ~~service~~(“NEXT-ChemX ~~fees~~(Private)”), in ~~related~~which to the Company’s ~~rental~~acquired ofcertain ~~premises.~~intellectual ~~The~~property ~~increase~~assets inof ~~prepaid~~NEXT-ChemX ~~expense~~(Private), ~~relates~~specifically tocertain ~~amounts held~~patents and patent applications, in ~~trust~~exchange byfor the ~~Intellectual~~issuance ~~Property~~of ~~advisors~~an ~~and~~aggregate ~~IP attorneys necessary to ensure timely filings~~ of ~~patents~~23,844,448 ~~payment~~shares of ~~fees~~common ~~and other~~stock ~~intellectual~~of ~~property~~the ~~related expense~~Company.

~~NOTE~~Messrs. Mahjoory and Mollicone also entered into stock 5purchase –Agreements ~~INTANGIBLE~~with ~~ASSET~~selling shareholders to acquire an additional 322,989 shares of common stock from several minority shareholders of the Company.

~~On April~~During ~~27,~~fiscal ~~2021,~~year ~~the~~2022 ~~Company~~Kenneth ~~(then~~Mollicone ~~known as AllyMe Group, Inc.) entered into that certain Asset Purchase Agreement with NEXT-ChemX (Private),~~transferred into ~~which~~his ~~the~~wife ~~Company~~his ~~acquired~~entire ~~certain~~shareholding ~~intellectual property assets~~ of ~~NEXT-ChemX (Private)~~1, ~~specifically certain patents and patent applications (the “iTDE Technology”)~~761,495 ~~in exchange for the issuance of an aggregate of 23,844,448~~ shares of ~~common~~Common ~~stock of the Company, valued at $3,500,127~~Stock.

~~The iTDE~~During ~~Technology~~fiscal ~~was~~2022 ~~initially classified as a finite intangible asset~~ and ~~amortized~~fiscal ~~accordingly~~2023, ~~however, following an assessment of~~ the ~~asset~~Company ~~completed at the end of the third quarter 2021, it was determined that the asset could be considered to have an indefinite~~issued ~~useful~~a ~~life.~~total ~~The value~~ of ~~the asset was not the patent applications~~1, ~~but rather the fact of it being a “stem technology”~~161, ~~one~~397 ~~that~~shares ~~was~~to ~~the~~both ~~basis~~related ~~for numerous~~ and ~~varied~~unrelated ~~applications~~parties ~~across~~through ~~many~~conversions ~~fields. It was determined that the various applications~~ of ~~the technology~~debt ~~would give rise to an unknown number of businesses in different fields warranting its reclassification~~financing. For this reason, the asset ceased being amortized on September 30, 2021. During the twelve months ended December 31, 2021, therefore, the Company only recorded amortization of $350,014. As of December 31, 2023, the balance of the net of accumulated amortization remains at $3,150,114.

~~On December~~During ~~31,~~fiscal year 2023, the Company ~~began~~issued an100,000 shares ~~assessment~~to ofthird ~~the~~party ~~intangible~~accredited ~~asset~~investors toas ~~ascertain~~part ~~if the value~~ of the ~~asset~~March ~~had~~20, ~~been~~private ~~impaired~~placement ~~in accordance with ACS 350. The analysis confirmed that as~~ of ~~December~~the ~~31,~~Company’s ~~2023,~~common ~~there was no impairment~~stock.

~~NOTE~~No shares were issued during fiscal 2024. As of December 631, -2024, ~~ACCOUNTS~~the ~~PAYABLE~~Company ~~AND~~had ~~ACCRUED~~28,546,834 ~~LIABILITIES~~shares of common stock issued and outstanding.

As of December 31, ~~2023~~2024, ~~and~~one ~~December~~shareholder ~~31,~~with ~~2022~~the same name as the Company, ~~accounts~~NEXT-ChemX ~~payable~~Corporation, ~~and~~but ~~accrued~~organized ~~liabilities~~in ~~amounted~~a todifferent ~~$2,443,207~~jurisdiction ~~and~~holds ~~$1,548,740,~~approximately ~~respectively~~84. ~~Accounts~~12% ~~payable~~of the issued and outstanding ~~accrued~~shares ~~liabilities~~of ~~mainly~~Common ~~are~~Stock ~~accrued~~of ~~professional~~the ~~fees~~Company, and ~~accrued~~as ~~payroll.~~such ~~The~~it ~~increase~~is inable to unilaterally control the ~~accrued~~election ~~liabilities results~~of ~~mainly~~our ~~from~~board ~~certain~~of directors, all ~~officers~~matters upon which shareholder approval is required and, ~~senior~~ultimately, ~~employees~~the ~~accepting~~direction aof ~~delay~~our inCompany. ~~their~~In ~~remuneration~~addition, ~~during~~Ms. Anne Mollicone owns 1,873,570 shares of Common Stock of the ~~startup~~Company ~~phase~~ representing 6.563% of the issued and outstanding shares of Common Stock in the Company.

~~NOTE~~On July 23, 2021, the Company filed a Certificate 7of –Amendment ~~DEFERED~~to ~~INCOME~~its Certificate of Incorporation with the Secretary of State of the State of Nevada effecting a name change of the Company from “AllyMe Group, Inc.” to NEXT-ChemX Corporation. These changes became effective on July 28, 2021, following compliance with the notification requirements of the Financial Industry Regulatory Authority.

During the first Quarter of fiscal year 2023, the Company signed a Partnership Agreement that called for the payment by the Company’s contractual partner of an amount of $500,000 as a condition precedent to the entry into force of the said agreement. This payment was to secure for the benefit of the partnership, the rights to use iTDE Technology for the extraction of lithium in Bolivia. The income was recorded in the financial statements as deferred revenue, however, there is no expectation that the amount received will be repaid since it is expended for the use of the Company’s intellectual property.F-6

NOTE 8 2 – ~~NON-CONVERTIBLE~~GOING ~~NOTES AND LOAN AGREEMENTS~~CONCERN

InThe Company has incurred losses since its inception ~~fiscal~~on ~~year~~August ~~2022~~13, 2014, resulting in an accumulated deficit of $ 8,326,436 as of December 31, 2024, and further losses are anticipated in the development of its business. On December 31, 2024, the Company ~~issued~~had a ~~non-convertible~~working ~~note~~capital indeficit of $3,866,262. As of December 31, 2023, the ~~amount~~Company had an accumulated deficit of $~~250~~6,~~000~~512,110 and a working capital deficit of $ 3,792,098 Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success and timing of the Company’s development efforts and its efforts to raise capital in a timely fashion as required to pursue such development in an ~~existing~~optimal ~~unrelated~~manner. ~~third-party~~Management ~~shareholder~~also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that ~~was~~such ~~originally~~financing ~~due~~will be available in ~~November~~the ~~2023~~future. ~~This~~Moreover, ~~note~~the ~~was~~reliance of ~~extended~~the ~~with~~Company on short term (one year) debt to fund the ~~same~~Company’s ~~terms~~business necessitates the constant need to extend such ~~that~~debt. While the ~~repayment~~lenders ~~date~~are isshareholders ~~now~~and ~~November~~have 8historically agreed always to extend the debt, there can be no assurance that the shareholders ~~2024~~will continue to extend such support. ~~Interest~~As the pilot development approaches its completion, the need for funding of operating costs will increase putting a further strain on the ~~note~~business. isThe ~~fixed~~conditions atdescribed ~~10%~~above ~~per~~raise ~~annum~~substantial ~~payable~~doubt atabout ~~maturity~~our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~F-10~~The ability to continue as a going concern is dependent not only on the Company’s ability to raise financing sufficient to complete its technology commercialization plan, but also its ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, reorganization of part of its debt into equity and with a private placement of common stock either directly or as a convertible debt offering. However, there can be no assurances that management’s plans will be successful.

~~In fiscal~~NOTE ~~year~~3 ~~2022, the Company had also concluded two loan agreements with two unrelated existing third~~-~~party~~ ~~shareholders~~SUMMARY inOF anSIGNIFICANT ~~aggregate amount~~ACCOUNTING of $250,000 that were originally due in December 2023. Both loans were extended with the same terms such that the repayment of the loans is now December 1, 2024. Interest on the note is fixed at 10% per annum payable at maturity.POLICIES

~~During fiscal~~Basis ~~year 2023, the Company concluded a total~~ of 6 loan agreements with existing third-party shareholders in an aggregate amount of $465,000. One of these loans was a short-term bridging loan of $20,000 that was repaid within 30 days together with an interest fee of $3,000.Presentation

The financial statements of the Company have been ~~remaining~~prepared ~~five~~in ~~loans~~accordance ~~issued~~with generally accepted accounting principles in ~~2023~~the ~~were~~United asStates ~~follows:~~of America and are presented in US dollars.

~~On February~~Use ~~2, 2023, the Company concluded a loan with an unrelated third-party shareholder in the amount~~ of ~~$25,000. This loan was originally for a period of one year but was extended by a year and will mature on February 1, 2025. The loan pays 10% interest per annum.~~Estimates

OnThe preparation of financial statements in conformity ~~February~~with ~~21,~~accounting ~~2023,~~principles generally accepted in the ~~Company~~U.S. ~~concluded~~GAAP arequires ~~loan~~management byto anmake ~~unrelated~~estimates ~~third-party~~and ~~shareholder~~assumptions inthat affect the ~~amount~~reported amounts of ~~$50,000.~~assets ~~This~~and ~~loan~~liabilities ~~was~~and ~~originally for~~disclosure aof ~~period~~contingent ofassets ~~one~~and ~~year~~liabilities ~~but~~at ~~was~~the ~~extended~~date byof athe ~~year~~financial statements and ~~will~~the reported ~~mature~~amounts onof ~~February~~revenues ~~20,~~and ~~2025~~expenses during the reporting period. ~~The~~Actual ~~loan~~results ~~pays~~could ~~10%~~differ ~~interest~~from ~~per~~those ~~annum~~estimates.

On August 21, 2023, the Company concluded a short term 30-day bridging loan of $20,000 with a non-related third-party shareholder to cover auditor fees, essential intellectual property protection and operating expenses. Under the terms of the agreement, the principal together with an interest fee was repayable within 30 days from the date of the receipt of funds. The interest fee of $3,000 for the 30-day period corresponds to an interest rate of 15% per month. The full amount of $20,000 was received on August 21, 2023, and the sum of $23,000 was repaid on September 15, 2023.Cash

~~On September~~Cash ~~14,~~includes ~~2023,~~cash ~~the~~on ~~Company~~hand ~~concluded~~and ~~two~~on ~~loan~~deposit ~~agreements~~at ~~with~~banking institutions ~~two~~as ~~separate~~well ~~non-related~~as ~~third-party~~all ~~shareholders~~liquid ofshort-term ~~the~~investments ~~Company for $125,000 each. Originally~~ with aoriginal ~~term~~maturities of ~~six~~90 ~~months,~~days ~~this~~or ~~was~~less. ~~extended~~The inCompany’s ~~September~~bank ~~2023 such that the principal and interest are repayable~~account in ~~one~~the ~~year~~United ~~from~~States ~~the~~amounted ~~date~~to of$62,547 ~~the~~on ~~receipt~~December of31, ~~funds.~~2024, ~~Interest~~and is$ ~~charged~~2,458 at ~~10%~~December ~~per~~31, ~~annum~~2023 ~~payable~~and atour ~~term~~bank ~~with~~account ~~the~~is ~~principal~~protected ~~repayment.~~by FDIC ~~The~~insurance ~~full~~up ~~amount~~to of $250,000 ~~from both agreements was received on September 14, 2023, and is repayable on September 13, 2024~~.

~~On November~~Revenue 16, 2023, the Company concluded a second bridging loan of $120,000 from a non-related third-party shareholder to cover auditor fees, essential intellectual property protection and operating expenses. Under the terms of the agreement, the principal and interest are repayable in six months from the date of the receipt of funds and interest is charged at 48% per annum payable in arrears with the principal repayment. The full amount of $120,000 was received on November 17, 2023, and is repayable on May 16, 2024.recognition

InThe Company adopted Accounting Standards Codification ~~summary~~(“ASC”) 606. ASC 606, asRevenue offrom ~~December~~Contracts ~~31,~~with ~~2023~~Customers, aestablishes ~~total~~principles offor ~~eight~~reporting ~~unpaid~~information ~~loans~~about ~~with~~the annature, amount, ~~aggregate~~timing ~~amount~~and uncertainty of ~~$945,000~~revenue ~~were~~and ~~outstanding,~~cash ~~with~~flows arising from the ~~first~~entity’s contracts to provide goods or services to customers. ~~$120,000~~The ~~coming~~core ~~due~~principle inrequires ~~the~~an ~~second~~entity ~~quarter~~to ~~2024,~~recognize ~~$250,000~~revenue into ~~3rd~~depict ~~quarter~~the ~~2024~~transfer ~~and~~of agoods ~~further~~or ~~$500,000~~services ~~coming~~to ~~due~~customers in ~~the~~an ~~last~~amount that ~~quarter~~reflects ofthe ~~fiscal~~consideration ~~year~~that ~~2024.~~it ~~The~~expects ~~remainder~~to ~~falls~~be ~~due~~entitled to receive in ~~fiscal~~exchange ~~year~~for ~~2025~~those goods or services recognized as performance obligations are satisfied.

~~NOTE 9~~ F- ~~DUE TO RELATED PARTIES~~ 7

~~In support~~The ~~of the~~ Company’s ~~efforts and cash requirements, it~~ has ~~relied~~assessed ~~and continues to rely on certain ‘advances’ from related parties and from one professional consultant. This reflects~~ the ~~willingness~~impact of ~~certain members of senior management and those associated with~~ the ~~Company’s successful future not to take remuneration payments owing to them in accordance with their contracts,~~guidance ~~and~~by inperforming ~~certain cases not to be reimbursed in a timely fashion for expenses legitimately incurred on behalf of~~ the ~~Company~~following ~~(“related party~~five ~~advances”).~~steps These Company liabilities are composed of legitimately incurred contractual remuneration, advances or amounts paid in satisfaction of the Company’s liabilities to third parties (often as expenses). As of December 31, 2023, seven employees, consultant senior managers and a third party professional have made related party advancesanalysis: ~~two direct employees, a consultant and a third party professional (resident in the US) are owed a total of $1,210,652, and three senior managers (resident in Europe) were owed a total of $961,703.~~

~~F-11~~Step 1: Identify the contract

~~It is~~Step ~~anticipated~~2: ~~that~~Identify the ~~forbearance~~performance shown by the Company’s personnel will continue until such time as the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. In March 2023, certain delays in the receipt of payments were agreed with certain employees and consultants of the Company and these agreements provided for interest to pe paid on certain of the outstanding sums, however, due to a lack of liquidity, the Company was not able to keep to the commitments made in such agreements. None of those that signed the agreements has acted on such default and the Company is in discussion with all senior staff and consultants with a view to defining a method of settling the outstanding obligations of the employees and consultants that would form a lasting solution. However, there is no current formal written commitment enforcing or requiring continued support by the concerned related parties who are effectively advancing their legitimate remuneration and private funds to further the Company’s purposes. The willingness of the said related party to allow delayed payment is considered temporary in nature. As of December 31, 2023, there are no arrangements formalized. No promissory note or any other written agreements exist that are effective at the fiscal year end 2023. Such related party advances remain a liability.

~~As of~~Step ~~December~~3: ~~31,~~Determine ~~2023, and December 31, 2022,~~ the ~~related~~transaction party advances to the six employees outstanding were $1,767,355 and $945,125 respectively. At the same dates, the related party advance to the professional consultant was $405,000 and $26,200 respectively.price

~~NOTE 10~~Step -4: ~~INCOME~~Allocate ~~TAXES~~the transaction price

~~United States~~Step 5: Recognize revenue

~~The~~ A significant Company’s revenue will be derived from the commercial exploitation of its iTDE Technology and its CPiTDE Systems. In principle this technology will allow the company to commercialize a system that is incorporated into a specific product: being a component in ~~United~~an ~~States~~extraction plant. It is anticipated that the need to maintain and service each unit defines the best method of commercialization as a tolling agreement, since there is ~~subject~~a finite capacity of the system before servicing is required based on throughput. The Company considers any agreement resulting in the testing or deployment of the system (including the granting of exclusivity rights, conditional deployment, “try and see”, and other signed arrangements to ~~corporate~~be ~~income~~a ~~tax~~contract ~~rate~~with a customer. Contracts with customers are short-term or preliminary when the time between signed agreements and satisfaction of ~~21%~~the performance obligations, (including where initial obligations in the short term may lead to replacement agreements of a defined longer duration) is equal to or less than one year. Typically, the Company expects introductory testing, and other “try and see” arrangements will be short term, however most operational agreements will be long term. The Company recognizes revenue when extraction services are provided, or market rights are granted to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or grants of rights. The Company typically satisfies its performance obligations in contracts with customers upon delivery of extracted materials, however, in cases where systems are delivered against payment and property is transferred, revenue will be recognized accordingly. Generally, payment is due from customers immediately at the invoice date. The execution of contracts will require the assessment of specific extraction requirements, the design of a system, construction of the units required to implement the system, delivery, and installation, start up and verification, as well as ongoing operation expense, before revenues may be derived from extraction under a tolling arrangement. Commercial contracts therefore have significant financing components and several variable components and considerations. Potentially there may be returns of units and maintenance and refurbishment is priced into the tolling arrangement. It is anticipated that the tolling arrangements from which the Company will derive revenues shall contain extraction performance minimums that need to be met as well as extraction rates required. These are typically defined by the type of liquid from which extraction services are required and will necessarily dictate the extent and cost of the system to be deployed. These factors should be calculated and defined prior to completing initial tolling agreements. However, since the Company has yet to complete construction and testing of its initial controlled pilot plant system and the technology is ground-new, there exists no historical experience or precedent, nor any comparable system from which estimates of these critical factors can be derived. All costs and the economics of agreements will require to be evaluated and fixed during negotiations with potential customers with the Company’s best judgment of all such factors and calculations at the time the estimate is made.

~~Loss before~~Earnings ~~income~~(loss) ~~taxes~~per ~~consists of:~~Share

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

	For the years ended
	December 31,
	2023			2022
Unites States	$	(2,361,231	)		(1,743,799	)
Total	$	(2,361,231	)	$	(1,743,799	)

For the fiscal years ended December 31, 2024, and December 31, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding, excepting the Series “F” Notes issued during fiscal year 2024 in the principal amount of $1,585,004 together with interest calculated as at December 31, 2024 of $87,878 and conversion of both principal and interest at $1.25, however, any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in the relevant period.

~~The components~~Investment ofPolicy ~~deferred~~in ~~taxes~~Joint ~~are as follows at December 31, 2023 and 2022:~~Ventures

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

	December 31, 2023			December 31, 2022
Deferred tax assets, current portion
Amortization of fair value of stock for services	$	-		$	-
Total deferred tax assets, current portion		-			-
Valuation allowance		-			-
Deferred tax assets, current portion, net	$	-		$	-
Deferred tax assets, non-current portion
Fixed assets	$	-		$	-
Net operating losses		1,271,332			775,474
Total deferred tax assets, non-current portion		1,271,332			775,474
Valuation allowance		(1,271,332	)		(775,474	)
Deferred tax assets, non-current portion, net	$	-		$	-

F-8

~~The Company~~Income is subject to United States of America tax law. As of December 31, 2023, the operations in the United States of America incurred $6,053,963 of cumulative net operating losses that may be available to reduce future years’ taxable income indefinitely. The Company has provided full valuation allowance for the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.Taxes

~~NOTE~~The Company accounts for income taxes pursuant to 11FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards ~~STOCKHOLDERS’~~and ~~EQUITY~~deferred ~~(DEFICIT)~~tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~The Company~~ASC is740 ~~authorized~~also toprovides ~~issue~~criteria ~~100~~for the recognition,~~000~~ measurement,~~000~~ ~~shares~~presentation, and disclosure of ~~common~~uncertain ~~stock~~tax ~~with~~positions. aUnder ~~par~~ASC ~~value~~740, the impact of ~~$0.001~~an ~~and~~uncertain ~~5,000,000~~tax ~~shares~~position ofon ~~preferred~~the ~~stock~~income ~~with~~tax areturn ~~par~~may ~~value~~only ofbe ~~$0.001.~~recognized ~~There~~at isthe nolargest ~~preferred~~amount ~~stock~~that ~~issued~~is ~~and~~more-likely-than-not ~~outstanding~~to asbe ofsustained ~~December~~upon ~~31,~~audit ~~2023.~~by ~~There~~the ~~are~~relevant ~~28,346,834 and 28,546,834~~taxing ~~shares~~authority. As of ~~common~~fiscal ~~stock~~year ~~outstanding~~ends ~~as of~~ December 31, ~~2022,~~2024 and December 31, 2023, ~~respectively~~there were no uncertain tax positions.

~~Effective April~~Fair ~~27,~~Value ~~2021, the Company, entered into that certain Asset Purchase Agreement with NEXT-ChemX (Private), in which the Company acquired certain intellectual property assets~~ of ~~NEXT-ChemX~~Financial (Private), specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company. This transaction changed the business, management and potential of the Company completely, becoming entirely different to its previous purpose.Instruments

~~During fiscal~~The ~~year~~Company ~~2023,~~follows ~~the~~guidance ~~Company~~for ~~issued~~accounting afor ~~total~~fair value measurements of ~~200,000 shares~~financial ofassets ~~Common~~and ~~Stock.~~financial ~~100,000 shares~~liabilities ~~were~~and ~~issued~~for tofair ~~non-related~~value ~~third-party~~measurements of nonfinancial items that are recognized ~~accredited~~or ~~investors~~disclosed ~~following~~at ~~their~~fair ~~subscription~~value toin the ~~March~~financial ~~20,~~statements ~~2023,~~on ~~private~~a ~~placement~~recurring ofbasis. Additionally, the Company’s ~~securities~~adopted atguidance ~~$5.00~~for fair value ~~per~~measurement ~~share.~~related Anto ~~additional~~nonfinancial ~~100,000 shares~~items ofthat ~~Common~~are ~~Stock~~recognized ~~was~~and ~~issued~~disclosed toat fair value in the financial statements on a ~~contractual~~nonrecurring ~~partner~~basis. inThe ~~fulfilment~~guidance ofestablishes ~~the~~a ~~Company’s~~fair ~~contractual~~value ~~obligations~~hierarchy ~~under~~that prioritizes the ~~agreement~~inputs to valuation techniques used to measure fair value.

~~F-12~~The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

NOTE 12 – SUBSEQUENT EVENTS

Level 1:	inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2:	inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:	inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash, prepaid expenses and other receivable approximate their fair values because of the short maturity of these instruments.

As of December 31, 2024, the Company holds certain shares in the AIM publicly traded company Clontarf Energy plc. The table below sets forth the fair market value of the shareholding based ~~Company~~on ~~has~~the ~~evaluated~~closing ~~events~~price ~~occurring~~for ~~subsequent~~the toshares ~~December~~on 31the AIM market. As at year end, ~~2023~~the market price for Clontarf shares was GBP0.00032, ~~through~~putting the Fair ~~date~~Value ~~these~~of ~~financial~~the ~~statements~~Investment ~~were~~at ~~issued~~$38,549. ~~and~~The Company recognized a loss of $62,976 on the shareholding when measured against the market ~~has~~price ~~determined~~on ~~that~~the AIM market on the ~~following~~date ~~events~~of ~~qualify~~the asacquisition ~~subsequent~~of ~~events~~the shareholding.

~~Indebtedness~~SCHEDULE ofOF ~~employees,~~SHAREHOLDING ~~consultants~~MEASURED ~~and~~AGAINST ~~certain~~THE ~~other~~MARKET ~~debtors.~~PRICE

On February 29, 2024, the Company concluded a total of seven agreements with its senior employees, consultants and third-party professionals and with one former employee that resigned in January 2024. These agreements set out the terms under which such persons would receive their past indebtedness and, with the exception of the employee that resigned, their future remuneration. Each of these agreements provides for all the indebtedness due to the respective persons to become due and payable as soon as the Company shall have either (i) achieved an annual EBITDA of $5 million per annum as indicated by reference to the Annual Report of the Company on Form 10-K or if no such report is filed, in accordance with the audited financial reports presented to the shareholders, or, (ii) achieved a quarterly income figure of $12 million, or, (iii) the Board of Directors of the Company shall declare the Indebtedness due. Until such time as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the respective salaries fixed in the employment agreements to be reduced to at least ¼ of the amount of remuneration set forth in the employment or consulting agreement from March 1, 2024. Remuneration will be increased to ½ of the agreed salary either (a) on the date on which the Company shall raise more than $3 million in equity or debt finance, or (b) the date on which the Company shall receive booked revenue.

	Date		Number of Shares		Market Price		Exchange Rate		Amount in USD
Acquisition Date		31-May-23		96,250,000.00		GBP 0.00085		1.24095		101,525
Year End, FMV		31-Dec-24		96,250,000.00		GBP 0.00032		1.2516		38,549
Unrealized Gain/Loss										(62,976	)

The agreements further provide for each signatory with the Company to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter.F-9

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

~~Notwithstanding~~ The long lived intangible assets of the ~~above~~Company are all intellectual property assets. Where there are underlying patents protecting these assets, it is the ~~Indebtedness~~policy ~~shall~~to ~~become~~amortize ~~due~~the onsaid assets in line with the ~~fifth~~patent protection ~~anniversary~~afforded ofby the ~~Execution~~patent ~~Date~~protection.

~~These agreements~~PP&E ~~shall~~depreciation ~~only~~policy ~~enter into force on the first date following February 29, 2024 on which the total debt~~ of ~~the~~fixed ~~Company outstanding~~tangible to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2024, the agreements all become void.assets

~~Issuance~~The depreciation policy of the Company’s long term fixed tangible assets is decided dependent on the useful life a particular asset is expected to have. The Company currently operates with very few assets having no real estate and with very little operational equipment. The current depreciated value of ~~Convertible~~all ~~Notes~~fixed tangible assets owned by the Company is $7,285. None of these assets are considered to be material to the business.

~~On February~~Recent ~~27,~~accounting 2024 the Company filed a Notice of Exempt Offering of Securities on Form D to record the issuance of a new series of notes convertible in to shares of common stock at $1.25 per share (“Notes”). These Series “F” notes are repayable on the twenty-fourth anniversary of their issuance and pay interest at term calculated at 10% per annum. The Company may issue up to a total of $3,000,000 of such Series “F” Notes. Late repayment will incur penalty interest of 12%. The Noes may be repaid prior to term following the filing of a registration Statement covering the underlying shares by giving five days’ notice to the Note Holders, provided however, the share price remains above $2.50 for 10 days prior to notice given. Upon the occurrence of an event of an event of default, interest on the notes shall rise to 12% per annum, penalty interest will accrue and all indebtedness under the Notes shall become immediately due and payable. Events of default include: failure to repay on time; failure to observe any covenant; making false representations and warranties; events of bankruptcy, commencement of liquidation or the issuance of judgements of a with similar effect; failure to issue shares on conversion in a timely fashion; and the occurrence of events that would have a material adverse effect on the Company business and prospects.pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. ~~has~~Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to ~~date~~determine ~~issued~~the 5consequence ~~Series~~of ~~“F”~~the ~~Notes~~change to ~~two~~its ~~existing~~financial ~~shareholders~~statements and assures that there are proper controls in anplace ~~aggregate~~to ~~amount~~ascertain ofthat ~~$365~~the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying,~~000~~ and feel may be applicable.

~~Creation of~~NOTE ~~the~~4 ~~Partnership~~– ~~Company~~PREPAID ~~with~~EXPENSE ~~Clontarf~~AND ~~Energy~~OTHER ~~plc~~CURRENT ASSETS

OnPrepaid expense and other current assets amounted ~~21st~~to ~~February~~$ 604,368 and $72,925 as of December 31, 2024, ~~the~~and ~~Company~~December ~~formed~~31, ~~the~~2023, ~~certain~~respectively. ~~partnership~~Prepaid ~~company~~expenses asin afiscal ~~Nevada~~year ~~LLC~~2023 asconsisted primarily ~~required~~of inservice ~~accordance~~fees ~~with~~related to the ~~Partnership~~ ~~Agreement~~Company’s ~~signed~~ongoing ~~March~~intellectual 27property expenses, ~~2023~~necessary ~~between~~to ~~the~~ensure ~~Company~~timely filings of patents, payment of fees and other intellectual property related expense and held in trust by the UKIntellectual ~~AIM~~Property ~~listed~~advisors ~~company~~and ~~Clontarf~~IP attorneys, ~~Energy~~together ~~plc~~with ~~(“Clontarf”)~~advances held in trust by a lawyer working on corporate funding. This remained broadly unchanged, being carried forward to fiscal 2024. The ~~new~~increase ~~LLC~~in isprepaid ~~the~~expense ~~50:50~~recorded ~~joint~~in ~~venture~~fiscal ~~between~~2024 was the ~~Company~~result ~~and~~of ~~Clontarf~~certain ~~that~~advances in aggregate totaling of $496,025 made to a third-party under an agreement whereby the company will beearn interest on the ~~vehicle~~said ~~for~~advance with the ~~proposed~~right ~~deployment~~to convert the amount owing into the acquisition of certain technology at its exclusive option. At year end this advance, together with outstanding interest, formed $523,102 of the current assets. The Company’s also recorded a total of $8,300 advanced to one employee, neither an officer ~~iTDE~~nor ~~Technology~~a indirector ~~Bolivia~~of the Company.

On 4 March 2024, Clontarf submitted the qualification materials for the partnership to the “Pública Nacional Estratégica Yacimientos de Litio Bolivianos” (the ‘National Strategic Public Company of Bolivian Lithium Deposits’ or “YLB”) in relation to the Call for Bids (“convocatoria”) for the seven priority salares (salt pans) in Southern Bolivia. Under the Partnership Agreement it is Clontarf’s responsibility to submit such bids on behalf of the partnership LLC.F-10

~~On 15th~~NOTE ~~March,~~5 ~~2024,~~– ~~the~~RESTATEMENT ~~Clontarf~~OF ~~received~~THE ~~notice~~COMPANY’S INTELLECTUAL ~~from~~PROPERTY ~~YLB that the partnership had been shortlisted as a tender participant.~~ASSET

~~Other~~During fiscal 2023, the Company reassessed its principal asset, its iTDE ~~subsequent~~Technology, ~~Events~~concluding that such technology was a finite intangible asset and applying retroactive amortization to the value of the asset. The annual reports of the Company for 2023 and 2024 both reflect the changes to the financial statements resulting from this reevaluation.

~~Mr.~~The following ~~Majendie~~table ~~resigned~~illustrates asthe anresult ~~officer and employee~~ of the ~~Company~~reclassification inshowing ~~January~~amortization ~~2024,~~applied ~~however~~since heDecember ~~has~~21, ~~agreed to continue as a consultant to provide support in matters which were his responsibility while an employee.~~2022:

~~F-13~~SCHEDULE OF FINITE LIVED INTANGIBLE ASSET

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Intangible Asset	iTDE Technology
Cost
At December 31, 2022		3,500,127
Additions		-
Transfers		-
At December 31, 2023		3,500,127
Additions		-
Disposals		-
At December 31, 2024		3,500,127

Accumulated Amortization
At December 31, 2022		658,378
Charge for the year		149,782
At December 31, 2023		808,160
Charge for the year		149,782
At December 31, 2024		957,942

Carrying amount
At December 31, 2023		2,691,967
At December 31, 2024		2,542,185

~~None.~~NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

~~ITEM~~As of December 31, 2024, and December 31, 2023, accounts ~~9A.~~payable, ~~CONTROLS~~accrued ~~AND~~liabilities ~~PROCEDURES~~and due to related party amounted to $3,119,281 and $2,443,207 respectively.

~~Evaluation of~~The ~~Disclosure~~total ~~Controls~~for ~~and~~2024 ~~Procedures~~comprises as follows:

~~The Company’s~~Amounts ~~management~~deferred is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by ~~the Company in the~~agreement ~~reports~~with ~~that~~senior ~~the~~employees: ~~Company~~$ ~~files or submits under the Exchange Act is recorded~~1, ~~processed~~499, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedure include, without limitations, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.920

~~In accordance~~Amounts ~~with~~deferred ~~Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed~~ by ~~the Company’s Chief Executive Officer and~~agreement ~~Chief~~with ~~Financial~~senior ~~Officer,~~consultants of$ ~~the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation~~652, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that the information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.288

~~Management’s Report~~Amounts ondeferred ~~Internal~~by ~~Control~~agreement with ~~over~~certain ~~Financial~~professionals ~~Reporting~~$ 545,000

~~Our management~~Other isaccounts ~~responsible~~payable ~~for~~$ establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by165, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:136

●Other ~~Pertain~~accrued toliabilities ~~the~~$ maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition256, ~~use or disposition of the company’s assets that could have a material effect on the financial statements~~936.

~~Because of~~As ~~its~~can ~~inherent~~be ~~limitations~~seen, ~~internal~~accounts ~~control~~payable ~~over~~and ~~financial~~accrued ~~reporting may not prevent or detect misstatements. Projections of any evaluation~~liabilities ofmainly ~~effectiveness to future periods~~ are ~~subject~~accrued toprofessional ~~the~~fees ~~risk~~and ~~that~~accrued ~~controls~~payroll. ~~may~~The ~~become~~increase ~~inadequate because of changes~~ in ~~conditions, or that~~ the ~~degree~~accrued ofliabilities ~~compliance~~results ~~with~~partially ~~the~~from ~~policies~~payroll ~~or procedures may deteriorate. All internal control systems, no matter how well designed,~~payable ~~have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation~~ and ~~presentation.~~payable Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to ~~design into the process safeguards to reduce, though not eliminate, this risk~~contractors.

26F-11

~~As of~~NOTE ~~December~~7 ~~31,~~– ~~2023~~DEFERED management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be material weaknesses.INCOME

~~The matters~~During ~~involving~~the ~~internal~~first ~~controls~~Quarter ~~and~~of ~~procedures~~fiscal ~~that~~year ~~our~~2024, ~~management~~the Company ~~considered~~signed toa bePartnership ~~material~~Agreement ~~weaknesses~~that ~~under~~called for the ~~standards~~payment ofby the ~~Public~~ Company’s ~~Accounting~~contractual ~~Oversight~~partner ~~Board~~of ~~were:~~an ~~(1)~~amount ~~lack~~ of $500,000 as a ~~functioning~~condition ~~audit~~precedent ~~committee,~~to ~~resulting~~the inentry ~~ineffective~~into ~~oversight~~force inof the ~~establishment~~ ~~and~~said ~~monitoring~~agreement. ofThis ~~required~~payment ~~internal~~was ~~controls~~to ~~and~~secure ~~procedures;~~for ~~(2)~~the ~~inadequate~~benefit ~~segregation~~ of ~~duties~~the ~~consistent with control~~partnership, ~~objectives;~~the ~~and~~rights ~~(3)~~to ~~ineffective~~use ~~controls~~iTDE ~~over~~Technology ~~period~~for ~~end~~the ~~financial~~extraction ~~disclosure~~of ~~and~~lithium ~~reporting~~in ~~processes~~Bolivia. The ~~material~~income ~~weaknesses~~was ~~were~~recorded ~~identified~~in the financial statements as deferred byrevenue, ~~our~~however, ~~management~~there inis ~~connection~~no ~~with~~expectation that the ~~review~~amount ofreceived ~~our~~will ~~financial~~be ~~statements~~repaid since it is expended for the ~~fiscal~~use ~~year~~of ~~ended~~the Company’s intellectual property. As at December 31, ~~2023~~2024, the $500,000 remains deferred income.

~~Management believes~~NOTE ~~that~~8 ~~the~~– ~~material~~CONVERTIBLE ~~weaknesses~~NOTES ~~set~~– ~~forth in items (2) and (3) above did not influence our financial results. However, management~~SERIES ~~believes~~“F” that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.NOTES

~~This annual~~During ~~report~~the ~~does~~first ~~not~~3 ~~include~~quarters anof ~~attestation~~2024, ~~report~~the Company issued a total of ~~our~~20 ~~registered~~new ~~public~~Series ~~accounting~~“F” ~~firm~~convertible ~~regarding~~promissory ~~internal~~notes ~~control~~(Series ~~over~~“F” ~~financial~~Notes”) to finance its operations ~~reporting~~with aggregate amount of $1,585,004. The ~~management’s~~Series ~~report~~“F” ~~was~~has a maximum total authorized amount of $3 million. Series “F” Notes mature in 24 months from issuance, if not ~~subject~~earlier toconverted ~~attestation~~into byshares ~~our~~of ~~registered~~common ~~public~~stock ~~accounting~~of ~~firm~~the ~~pursuant~~Company toat ~~temporary~~$1.25 per share (“Conversion ~~rules~~Price”). The Company has the right to force conversion of both principal and interest then due on the ~~SEC~~Series ~~that~~“F” ~~permit~~Notes at usany time prior to ~~provide~~maturity ~~only~~at the ~~management~~Conversion Price, provided however, (i) the Company shall have completed a successful registration statement for the underlying shares and (ii) the Company’s ~~report~~stock inis ~~this~~trading ~~annual~~above ~~report~~$2.50 per share for 10 trading days. The Series “F” Notes pay 10% interest per annum due at maturity or if earlier converted, up to the conversion date. The following Series “F” Notes were issued:

~~Management’s~~On February 20, 2024, a Series “F” Note ~~Remediation~~with ~~Initiatives~~a face value of $65,000 issued to a non-related third-party shareholder that will mature February 19, 2026.

~~Given the~~On ~~limited~~February ~~financial~~21, ~~resources available to the Company~~2024, ~~the~~a ~~Company~~Series is“F” ~~not able to institute any realistic remediation of the identified~~Note ~~material~~with ~~weaknesses and other deficiencies and enhance our internal controls. At such~~ a ~~time~~face ~~that~~value ~~the~~of ~~Company~~$25,000 ~~does~~issued ~~not have the financial resources~~ to ~~address~~a ~~and~~non-related ~~eliminate~~third-party ~~the~~shareholder ~~identified~~that ~~weaknesses.~~will ~~Unfortunately,~~mature ~~until~~February ~~the Company has such financial resources~~20, ~~the identified weaknesses will continue to exist~~2026.

~~Changes~~On February 23, 2024, a Series “F” Note inwith ~~Internal~~a ~~Control~~face ~~over~~value ~~Financial~~of ~~Reporting~~$25,000 issued to a non-related third-party shareholder that will mature February 22, 2026.

~~During the~~On ~~last~~March ~~quarter of the Company’s fiscal year ended December 31~~20, ~~2023~~2024, ~~there~~a ~~were~~Series no“F” ~~changes~~Note ~~in the Company’s internal control~~with ~~over~~a ~~financial~~face ~~reporting~~value ~~during~~of ~~the~~$50,000 ~~period~~issued ~~covered~~to bya ~~this~~non-related ~~report~~third-party shareholder that ~~have~~will ~~materially~~mature ~~affected,~~March ~~or are reasonably likely to materially affect~~19, ~~the Company’s internal control over financial reporting~~2026.

~~Limitations~~On March 28, 2024, a Series “F” Note with ona ~~the~~face ~~Effectiveness~~value of ~~Controls~~$200,000 issued to a non-related third-party shareholder that will mature March 27, 2026.

~~A control~~On ~~system,~~April ~~no matter how well conceived and operated~~3, ~~can provide only reasonable~~2024, ~~not~~a ~~absolute,~~Series ~~assurance~~“F” ~~that~~Note ~~the objectives of~~with ~~the~~a ~~control~~face ~~system~~value ~~are met. Because~~ of ~~the inherent limitations in all control systems~~$250,000 noissued ~~evaluation~~to ofa ~~controls~~non-related ~~can~~third-party ~~provide~~shareholder ~~absolute assurance~~ that ~~all~~will ~~control~~mature ~~issues,~~April ~~if any~~2, ~~within a company have been detected~~2026.

~~ITEM~~On May 15, 2024, a Series “F” Note with ~~9B.~~a ~~OTHER~~face ~~INFORMATION~~value of $174,004 issued to a non-related third-party shareholder that will mature May 14, 2026.

~~None~~On May 16, 2024, a Series “F” Note with a face value of $75,000 issued to a non-related third-party shareholder that will mature May 15, 2026.

~~ITEM~~On May 17, 2024, a Series “F” Note with ~~9C.~~a ~~DISCLOSURE~~face ~~REGARDING~~value ~~FOREIGN~~of ~~JURISDICTIONS~~$25,000 ~~THAT~~issued ~~PREVENT~~to ~~INSPECTIONS~~a non-related third-party shareholder that will mature February 19, 2026.

~~[Not~~On May 18, 2024, a Series “F” Note with ~~applicable]~~a face value of $100,000 issued to a non-related third-party shareholder that will mature May 17, 2026.

27On May 22, 2024, a Series “F” Note with a face value of $25,000 issued to a non-related third-party shareholder that will mature May 21, 2026.

~~PART III.~~F-12

~~ITEM~~On July 16, 2024, a Series “F” Note with ~~10.~~a ~~DIRECTORS~~face value of $70,000 ~~EXECUTIVE~~issued ~~OFFICERS~~to ~~AND~~a ~~CORPORATE~~non-related ~~GOVERNANCE~~third-party shareholder that will mature July 15, 2026.

~~The~~On August 9, 2024, a Series “F” Note with ~~following~~a ~~individuals~~face ~~currently~~value ~~serve~~of as$20,000 ~~our~~issued ~~executive~~to ~~officers~~a ~~and~~non-related ~~directors:~~third-party shareholder that will mature August 8, 2026.

Name	Age	Positions
Benton H Wilcoxon	74	Chief Executive Officer and Director
John Michael Johnson	58	President, Director and Chief Financial Officer
Dominic J. Majendie	61	Vice President, Business Development and Secretary

On August 16, 2024, a Series “F” Note with a face value of $5,000 issued to a non-related third-party shareholder that will mature August 15, 2026.

~~Benton~~On August 23, 2024, a Series “F” Note Hwith ~~Wilcoxon~~a face value of $6,000 issued to a non-related third-party shareholder that will mature August 22, 2026.

~~Mr. Benton~~On ~~Wilcoxon~~August ~~has~~30, ~~served~~2024, as a ~~Director~~Series ~~and~~“F” ~~Chief Executive Officer of NEXT-ChemX Corporation since April 2021. Mr. Wilcoxon is an accomplished~~Note ~~American entrepreneur~~ with a ~~world-class~~face ~~talent~~value ~~for integrating new material technologies into revolutionary products. He has founded upwards~~ of ~~10 companies to commercialize new products~~$30,000 ~~most~~issued ~~notably Ashurst Technology Ltd (Ashurst) and Composite Technology Corporation (CTC). As the head of Ashurst, he identified and was the first~~ to ~~develop~~a ~~and~~non-related ~~commercialize~~third-party ~~aluminum~~shareholder ~~scandium~~that ~~alloys~~will ~~for~~mature ~~aerospace,~~August marine and sports equipment applications. Developed and operated scandium extraction from solutions of ore bodies and processed tailings. Mr. Wilcoxon founded CTC to develop and commercialize the world’s most efficient conductor for high voltage transmission lines. Over 6029,~~000~~ kilometers of this game changing transmission technology has been deployed on 900 projects across 50 countries and reduces CO2 emissions by over 3.5 million metric tons every year. End users include some of the largest utilities in the world including American Electric Power in the USA, National Grid in the UK and State Grid in China. He also headed DeWind, which commercialized the first synchronous large megawatt wind turbines, now owned by Daewoo.2026

J.On September 24, 2024, a Series “F” Note ~~Michael~~with ~~Johnson~~a face value of $55,000 issued to a non-related third-party shareholder that will mature September 23, 2026

~~Mr. Johnson~~On ~~has~~September ~~served as Director~~30, ~~President~~2024, ~~Chief~~a ~~Financial~~Series ~~Officer~~“F” ~~of NEXT-ChemX Corporation since April of 2021. Mr. Johnson brings~~Note ~~professional~~with ~~experience gained from his services to~~ a ~~variety~~face ofvalue ~~public and privately held middle market businesses for over 30 years. Mr. Johnson previously was the CEO~~ of Future Capital Holdings for over 5 years. Mr. Johnson’s financial career began at Fidelity Investments in 1990 in the institutional trading division. From approximately 1992-2001 Mr. Johnson worked at various broker dealers in both retail and institutional sales. During this timeframe Mr. Johnson also was a 25% partner in Southern California Equity Group$20, ~~Inc.,~~000 aissued franchise broker dealer located in La Jolla California. During these years Mr. Johnson participated in IPO’s, secondary offerings, debt, equity financing, as well as private placements both on the retail and institutional level. In approximately 2002 Mr. Johnson became an independent consultant working for various small cap growth companies providing services for his clients to ~~raise~~a ~~capital and~~non-related ~~navigate~~third-party ~~through~~shareholder ~~the~~that ~~public~~will ~~markets.~~mature ~~His~~September ~~primary focus has been identifying funding sources~~19, ~~structuring financings and negotiating the terms of the capital. Mr. Johnson received his Bachelor of Science degree in Economics in 1989 from Fitchburg State University.~~2026

~~Dominic~~On October 16, 2024, a Series “F” Note J.with ~~Majendie~~a face value of $165,000 issued to a non-related third-party shareholder that will mature October 15, 2026

~~Mr. Majendie~~On ~~has~~November ~~served as Vice President~~18, ~~Business Development since October 1~~2024, ~~2021. Educated in England and at Geneva University obtaining~~ a ~~Masters~~Series ~~equivalent~~“F” ~~in Law. Dominic Majendie has held a variety of senior managerial positions including as an officer and director~~Note ofwith ~~US publicly traded companies over~~ a ~~period~~face ofvalue ~~40 years. He has worked extensively in the commercialization~~ of ~~new technologies in materials science~~$200,000 ~~energy~~issued ~~storage~~to ~~and~~a ~~overhead~~non-related power cables developing marketing strategies and organizing the introduction of new products in international markets. Notably he has worked in senior positions with Mr. Wilcoxon in both Ashurst Technology Corporation and Composite Technology Corporation. Mr. Majendie has organized businesses in Telecommunications, Vthird-~~Sat~~party ~~and~~shareholder ~~social~~that ~~media~~will ~~systems,~~mature asNovember well as more recently managing the manufacturing operations of a thermoplastic injection molding and extrusion facility in the Middle East. He has managed complex projects and consulted in the UK on business reorganizations as well as for the Qatari Governmental think tank examining questions of sustainability and food security. He has worked extensively in North America17, ~~Europe, Ukraine and the Middle East.~~2026

28As at fiscal year end, the Company recognized interest expense on its Series “F” Notes of $87,878.

~~Audit Committee~~NOTE ~~and~~9 ~~Audit~~– ~~Committee~~NON-CONVERTIBLE ~~Financial~~NOTES ~~Expert~~AND LOAN AGREEMENTS

~~We do~~On ~~not~~January ~~currently have an audit committee financial expert~~31, ~~nor do we have an audit committee. Our entire board of directors~~2024, ~~which~~two ~~currently consists~~loans ofwere ~~Mr.~~concluded ~~Wilcoxon and Mr. Johnson, handles the functions that would otherwise be handled by an audit committee. We do not currently~~with ~~have~~two ~~the~~third ~~capital~~party ~~resources~~shareholder to ~~pay~~loan ~~director~~the ~~fees~~Company ~~to a qualified independent expert who would be willing to serve on our board and who would be willing to act as~~ an ~~audit~~aggregate ~~committee~~of ~~financial expert~~$20,000. As ~~our~~at ~~business~~year ~~expands~~end ~~and as we appoint others to our board of directors~~2024, we ~~expect~~both ~~that~~these weloans ~~will~~were ~~seek~~repayable aon ~~qualified~~or ~~independent expert to become a member of our board of directors. Before retaining any such expert~~before ~~our~~January ~~board~~30, ~~would~~2025, ~~make~~and awith ~~determination~~interest asat to10% ~~whether~~per ~~such person is independent~~annum.

~~Section~~In addition to the issuance of new loans, the Company ~~16(a)~~extended ~~Beneficial~~the ~~Ownership~~validity ~~Reporting~~of ~~Compliance.~~the following loans that were falling due during fiscal year 2024:

~~Section 16(a)~~Two ofseparate ~~the~~loans ~~Securities Act of 1934 requires the Company’s officers and directors, and greater than 10% stockholders (“Insiders”),~~ to ~~file~~provide ~~reports~~financial ~~of ownership and changes in ownership of its securities with the Securities and Exchange Commission (“SEC”).~~assistance ~~Copies~~granted ~~of the reports are required~~ by ~~SEC~~two ~~regulation~~third toparty beshareholders ~~furnished~~both tofalling ~~the~~due ~~Company. When,~~ on ~~December~~September 2314, ~~2021~~2024, ~~the Company filed Form 8-A~~ with ~~the~~principal ~~SEC,~~amount ~~it became a mandatory filer and all Insiders were required to abide by the rules relating to reporting~~ of ~~beneficial ownership.~~$125,000 ~~These~~each ~~declarations~~for ~~were~~an ~~filed late. The initial declaration of ownership by Insiders must be reported to the SEC on its Form~~aggregate 3value ~~declaration within 10 days~~ of ~~the~~$250,000 ~~person~~both ~~becoming~~paying aninterest ~~Insider.~~at ~~Changes~~maturity inat ~~beneficial ownership by Insiders must be reported within 2 days of change using~~ a ~~Form~~rate ~~4 ‘Statement~~ of ~~changes~~10% inper ~~beneficial~~annum ~~ownership~~were ofextended ~~securities.~~until InSeptember ~~certain cases~~14, ~~a Form 5 report may or must be filed within 45 days of the Company’s fiscal year end.~~2025;

~~During management’s~~The ~~review~~following ofloans ~~the~~with ~~reporting~~an ofaggregate ~~Insiders~~principal ~~during~~value of ~~the~~$575,000 ~~fiscal~~were ~~year~~all ~~ended~~extended ~~December~~on ~~31,~~November ~~2023~~8, ~~no issues were found.~~2024:

~~Code~~A loan to provide financial assistance granted by a third-party shareholder falling due on November 9, 2024 with a principal amount of ~~Ethics~~$250,000 and paying interest at maturity at a rate of 10% per annum was extended until May 8, 2026;

~~Our board~~A ofloan ~~directors has adopted a code of ethics that our officers, directors and any person who perform similar functions are subject~~ to. ~~Currently~~provide ~~Mr.~~financial ~~Wilcoxon~~assistance ~~and~~granted ~~Mr. Johnson are our directors, supported~~ by ~~one officer, Mr. Majendie, therefore, they are the only people~~ ~~subject~~a tothird-party ~~the~~shareholder ~~Code~~falling ofdue ~~Ethics.~~on IfDecember ~~we retain additional directors and officers in the future~~2, ~~including~~2024 ~~those~~with ~~appointed~~a ~~to act as our~~ principal ~~financial~~amount ~~officer, principal accounting officer, controller or persons serving similar functions, they would become subject to the Code~~ of ~~Ethics. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach~~$200,000 ~~the board of directors would review the facts~~ and ~~circumstances~~paying ~~surrounding~~interest ~~the~~at ~~breach~~maturity ~~and~~at ~~take~~a ~~action that it deems appropriate, which action~~rate ~~may include dismissal~~ of ~~the~~10% ~~employee~~per ~~who~~annum ~~breached~~was ~~the~~extended ~~code.~~until ~~Currently,~~June ~~since Mr. Wilcoxon~~2, Mr. Johnson serve as our directors and key officers with Mr. Majendie supporting as Corporate Secretary, they are responsible for reviewing their own conduct under the Code of Ethics and determining what action to take in the event of their own breach of the Code of Ethics.2026

~~ITEM~~A loan to provide financial assistance granted by ~~11.~~a ~~EXECUTIVE~~third-party ~~COMPENSATION.~~shareholder falling due on December 2, 2024 with a principal amount of $50,000 and paying interest at maturity at a rate of 10% per annum was extended until June 2, 2026

At present the Company has not adopted a consistent plan for the remuneration of its executives. The Company has insufficient funds to provide for a regular compensation scheme. Following the successful closing on sufficient finance, the Company plans to appoint one or more directors to the Board that qualify as “independent” in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. This will enable the Company to develop an independently reviewed and appropriate executive compensation plan during the year.F-13

~~As of~~A ~~December~~loan ~~31,~~to ~~2023,~~provide ~~all~~financial ~~senior~~assistance ~~executives~~granted ofby a ~~the~~third-party ~~Company~~shareholder ~~have~~falling ~~signed~~due ~~employment~~on ~~agreements~~February ~~governing~~2, ~~their~~2025 ~~duties~~with ~~and~~a ~~remuneration. These~~principal ~~provide~~amount ~~for~~of ~~the~~$25,000 ~~annual~~and ~~base~~paying ~~compensation~~interest toat bematurity ~~reviewed~~at ~~annually~~a asrate of ~~well~~10% asper ~~eligibility~~annum towas ~~receive~~extended anuntil ~~annual~~August ~~bonus~~2, ~~at the discretion of the Board of Directors.~~2026

~~An executive~~A ~~officer’s~~loan ~~unpaid~~to ~~salary~~provide ~~shall~~financial ~~accrue~~assistance ~~until~~granted ~~paid~~ by a ~~the~~third-party ~~Company,~~shareholder ~~however,~~falling ~~the~~due ~~executive~~on ~~shall~~February ~~have the right~~20, ~~but not the obligation~~2025, towith ~~be paid all or~~ a ~~portion~~principal amount of ~~his~~$50,000 ~~accrued~~ and ~~unpaid~~paying ~~salary~~interest inat ~~shares~~maturity ofat ~~the~~a ~~Company’s common stock if he so elects~~rate onof ~~the~~10% ~~first~~per ~~business~~annum ~~day~~was ofextended ~~each~~until ~~calendar~~August ~~quarter.~~20, 2026

~~Executives are~~In ~~also entitled to participate in and shall receive all benefits under any pension benefit plans provided by the Company (including without limitation participation in any Company incentive~~summary, ~~savings~~as ~~and~~of ~~retirement~~December ~~plans~~31, ~~practices~~2024, ~~policies~~a ~~and~~total ~~programs)~~of ~~should such~~nine ~~plans~~unpaid beloans ~~organized.~~with Toan ~~date~~aggregate noamount ~~such~~of ~~plans~~$845,000 ~~have~~were ~~been organized~~outstanding.

29NOTE 10 - DUE TO RELATED PARTIES

~~Executives~~ In support of the Company’s efforts and ~~their~~cash requirements, ~~immediate~~it ~~families~~has ~~are~~relied ~~also~~and ~~entitled~~continues to ~~participate~~rely on certain ‘advances’ from related parties and ~~shall~~from ~~receive~~one ~~all~~professional ~~benefits~~consultant. This ~~under~~reflects ~~any~~the ~~welfare~~willingness ~~plans~~of ~~provided~~certain bymembers of senior management and those associated with the Company’s ~~(including~~successful ~~without~~future not ~~limitation~~to ~~medical~~take ~~prescriptions,~~remuneration ~~dental,~~payments ~~disability,~~owing ~~employee~~to ~~life,~~them ~~group~~in ~~life,~~accordance ~~accidental~~with ~~life~~their contracts, and ~~travel~~in certain cases not to be reimbursed in a timely ~~accident~~fashion ~~insurance~~for ~~plans~~expenses ~~and~~legitimately ~~plans)~~incurred ~~should~~on ~~such~~behalf ~~plans~~of bethe ~~organized~~Company (“related party advances”). ToThese ~~date~~Company noliabilities are ~~such~~composed ~~plans~~of ~~have~~legitimately ~~been~~incurred ~~organized~~contractual remuneration, advances or amounts paid in satisfaction of the Company’s liabilities to third parties (often as expenses).

~~Certain key~~On ~~executives~~February ~~owed~~29, ~~more~~2024, ~~than~~seven ~~$50,000~~senior inemployees ~~salary~~and ~~remuneration,~~consultants of ~~having~~the ~~contributed~~Company ~~significantly~~who towere ~~the~~owed ~~success~~a total of ~~the~~$2.38 ~~Company~~million byon ~~foregoing immediate~~that ~~payment~~date, ofconcluded ~~all~~agreements ordeferring ~~part~~payment of ~~such~~outstanding ~~remuneration,~~amounts ~~have~~owing to ~~been~~them ~~granted~~on ~~the~~certain ~~right~~specific toterms ~~receive~~(“Debt ~~the~~Extension ~~full~~Agreements”). ~~amount~~The ofDebt ~~any~~Extension ~~back~~Agreements ~~salary~~replaced ~~remuneration~~previously signed ~~multiplied~~agreements byrelating 3to ~~1/3~~debt indeferral ~~the~~and ~~event~~remuneration ~~that~~and ~~there~~were issigned ato ~~change~~cover ofall ~~control~~debts ofowing ~~the~~from ~~Company,~~time into ~~particular~~time ~~where~~to ~~any~~the ~~individual~~seven employees orand ~~group~~consultants of ~~investors~~the ~~acquires~~Company. ~~over~~Debts ~~50%~~included ofwere ~~the~~those: ~~Company’s~~(i) ~~voting~~legitimately ~~stock.~~incurred ~~However,~~unpaid ifcontractual ~~executives~~remuneration ~~with~~(ii) ~~this~~existing ~~right~~debts agreed ~~have~~and ~~received~~already ~~the full~~deferred; ~~amount~~(iii) ofadvances ~~their~~made ~~past~~by ~~due~~the ~~salary~~employee ~~prior~~or consultant to the ~~change~~Company ofthat ~~control,~~are norecorded ~~additional~~on ~~remuneration~~the ~~shall~~books beof ~~due~~the inCompany; (iv) ~~this~~any ~~respect.~~portion ~~Executives benefiting~~of ~~from~~employee’s ~~this~~or ~~provision~~consultant’s ~~may~~agreed ~~convert~~future ~~any~~remuneration ~~multiplied~~that ~~back~~will ~~salary~~not ~~into~~be ~~shares~~paid atin ~~the~~a ~~same~~timely ~~price~~fashion atbeing accumulated ~~which~~as a debt in accordance with the ~~change~~terms of ~~control~~the ~~was affected~~Debt Extension Agreement.

IfThe Debt Extension Agreements set out the terms under ~~located~~which ~~abroad~~the ~~certain~~seven ~~executives~~employees ~~may~~and consultants would receive ~~housing~~their ~~allowances~~past orindebtedness ~~other~~except ~~expenses~~for the employee that resigned, their future remuneration. Each of these agreements provides for all the indebtedness due to the respective persons to become due and payable as soon as the Company shall have either (i) achieved an ~~incentive~~annual orEBITDA ~~related~~of $5 million per annum as indicated by reference to the ~~difficulty~~Annual Report of ~~life~~the Company on Form 10-K or if no such report is filed, in accordance with the audited financial reports presented to the shareholders, or, (ii) achieved a quarterly income figure of $12 million, or, (iii) the Board of Directors of the Company shall declare the Indebtedness due. Until such time ~~locations~~as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the respective salaries fixed in the employment or consulting agreements to be reduced to at least ¼ of the amount of remuneration set forth in the employment or consulting agreement from March 1, 2024. Remuneration will increase to ½ of the agreed salary either (a) on the date on which the Company shall raise more than $3 million in equity or debt finance, or (b) the date on which the Company shall receive booked revenue. The Debt Extension Agreement on one employee was further lowered by an addendum dated July 1, 2024.

~~During~~The agreements further provide for each signatory ~~fiscal~~with ~~year~~the ~~2023,~~Company noto ~~executive~~convert ~~has~~all ~~received~~or ~~their~~a ~~full~~portion ~~salary,~~of ~~nor~~the ~~were~~Indebtedness ~~any~~and ~~options~~Penalty ~~issued,~~Interest ~~nor~~to ~~were~~shares of common stock of the Company at any time ~~other~~at ~~forms~~the lower of ~~remuneration~~(i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in ~~kind~~the ~~paid~~process orof ~~granted~~raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter.

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

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of December 31, 2021, by: (i) each current director, each nominee for director and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s Common Stock. Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with respect to the shares indicated.F-14

Name and Address	Number of shares		Percentage Owned (1)(2)
NEXT-ChemX Corporation,
1111 W 12th Street #113, Austin TX 78703		23,844,448		83.527	%
Ann Mollicone 1500 Vine Street, Somerset MA 02726		1,833,570		6.598	%
Aristou Mahjoory 130 Randall Avenue, Somerset MA 02726		1,761,494		6.171	%

Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Execution Date.

(1)

This table is based upon 28,546,834 shares issued and outstanding as of December 31, 2023.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants but are not deemed outstanding for computing the percentage of any other person.

By signature of an addendum with each of the signatories of the Debt Extension Agreements on July 1, 2024, the said agreements shall only enter into force on the first date following May 30, 2025 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2025, each of the Debt Extension Agreements shall become void and cease to have effect.

~~ITEM~~As of December 31, 2024, none of these Debt Extension ~~13.~~Agreements ~~CERTAIN~~had ~~RELATIONSHIPS~~entered ~~AND~~into ~~RELATED~~force, ~~TRANSACTIONS~~however ~~AND~~the ~~DIRECTOR~~Company ~~INDEPENDENCE~~was abiding by the terms of the said agreements.

~~Certain~~It is anticipated that the forbearance shown by the ~~Relationships~~Company’s ~~and~~personnel ~~Related~~will ~~Transactions~~continue until such time as the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing.

~~Certain Relationships~~NOTE 11 - INCOME TAXES

~~One Director~~United and officer of the Company also sits on the Board of Directors and as an officer of the controlling Shareholder of NEXT-ChemX (Private) and exercises control over the voting of the majority, 83.5% of the shares eligible to vote at the meeting of the Shareholders of the Company.States

30The Company is incorporated in United States and is subject to corporate income tax rate of 21%.

~~Related Party~~Loss ~~Transactions~~before income taxes consists of:

InSCHEDULE ~~support~~OF ofLOSS ~~the~~BEFORE ~~Company’s~~INCOME efforts and cash requirements, the Company has also relied on advances from related parties, and this is expected to continue until such time as the Company can support its operations or attain adequate financing through sales of its equity or debt financing.TAXES

Prior to April 27, 2021, $59,895 was due to Zilin Wang, the sole officer and director of the Company. This amount derived from advances of operating expenses made by Mr. Wang and were unsecured, non-interest bearing, and due on demand. This full amount of $59,895 was discharged on April 27, 2021, with the resignation of Mr. Wang from the Board of Directors of the Company concurrently with and as part of the sale of his ownership interest in the Company.

	For the years ended
	December 31,
	2024			2023
Unites States	$	(1,814,326	)		(2,511,013	)
Total	$	(1,814,326	)	$	(2,511,013	)

~~Since fiscal~~The ~~year~~components ~~2021,~~of J.deferred ~~Michael~~taxes ~~Johnson,~~are aas ~~director~~follows ~~and~~at December ~~officer of the Company~~31, ~~has~~2024 ~~provided~~and ~~certain operating funds to the Company as follows~~2023:

ASCHEDULE ~~promissory~~OF ~~note~~DEFERRED dated April 28, 2021, in the amount of $15,000 paying 5% interest that came due November 1, 2021. At the time of maturity, the interest due was waived and the amount of $15,000 was put into a new convertible note dated November 12, 2021, paying 8% interest and with a 1-year maturity, convertible into shares at a conversion rate of $1.00 per share. The full amount owing was converted into shares of Common Stock of the Company on December 10,2022.TAXES

Two promissory notes dated (i) September 17, 2021, in the amount of $2,500 paying 5% interest and (ii) October 18, 2021, in the amount of $3,400 paying 5% interest were repaid in full on November 1, 2022 and October 18, 2022 respectively.

	December 31, 2024			December 31, 2023
Deferred tax assets, current portion
Amortization of fair value of stock for services	$	-		$	-
Total deferred tax assets, current portion		-			-
Valuation allowance		-			-
Deferred tax assets, current portion, net	$	-		$	-
Deferred tax assets, non-current portion
Fixed assets	$	-		$	-
Net operating losses		1,748,552			1,367,543
Total deferred tax assets, non-current portion		1,748,552			1,367,543
Valuation allowance		(1,748,552	)		(1,367,543	)
Deferred tax assets, non-current portion, net	$	-		$	-

AsThe Company is subject to United States of America tax law. As of December 31, ~~2022~~2024, ~~directors,~~the ~~officers~~operations ~~and~~in ~~employees,~~the ~~including~~United ~~full~~States ~~time~~of ~~consultants~~America incurred $8,326,436 ~~were~~of ~~owed~~cumulative anet ~~total~~operating oflosses that ~~$1,831,165.05~~may ~~for~~be ~~salaries, remuneration~~available ~~and~~to ~~expenses~~reduce future years’ taxable income indefinitely. OfThe ~~this~~Company ~~$1,217,355~~has isprovided ~~owed~~full tovaluation ~~four~~allowance ~~senior~~for the ~~officers~~deferred ~~and~~tax ~~employees~~assets ~~(including~~on ~~consultants)~~the ~~benefiting~~expected future tax benefits from the ~~change~~ innet ~~control~~operating ~~provision~~loss ~~that~~carry ~~would~~forwards ~~see~~as ~~their~~the ~~salaries~~management ~~multiplied~~believes byit 3is more ~~1/3~~likely ~~time~~than ifnot ~~the~~that ~~outstanding~~these ~~were~~assets will not ~~paid~~ ~~prior~~be torealized in the ~~change of control~~future.

~~Director Independence~~F-15

~~As of~~NOTE ~~December~~12 ~~31,~~- ~~2022,~~STOCKHOLDERS’ ~~Benton~~EQUITY ~~Wilcoxon and J. Michael Johnson were the sole directors of the Company. They are not considered “independent” in accordance with rule 4200~~(aDEFICIT)~~(15) of the NASDAQ Marketplace Rules. We are not currently traded on NASDAQ and are therefore not required to comply with the NASDAQ Marketplace Rules.~~

~~ITEM~~The Company is authorized to issue 100,000,000 shares 14of common stock with a par value of $0.001 ~~PRINCIPAL~~and ~~ACCOUNTING~~5,000,000 ~~FEES~~shares ~~AND~~of ~~SERVICES~~preferred stock with a par value of $0.001.

~~AUDIT FEES~~Common Stock

~~The aggregate~~There ~~fees~~are ~~billed by our auditors~~28, ~~BF Borgers~~546,834 ~~CPA~~shares PCof ~~for~~common ~~the~~stock ~~years ended December 31~~outstanding, unchanged ~~2023,~~as ~~and~~of both December 31, ~~2022 were $99~~2024,~~000~~ and ~~$72,000,~~ ~~respectively, for professional services rendered in connection with the audits of our annual financial statements and the reviews of our quarterly financial statements~~2023.

~~AUDIT-RELATED FEES~~Preferred Stock

~~During the~~As ~~last~~at ~~two~~December ~~fiscal years~~31, no2023 ~~fees~~there ~~were~~was ~~billed~~no orpreferred ~~incurred~~Stock issued ~~for~~and ~~assurance~~outstanding, orhowever, ~~related~~the ~~services~~following byPreferred ~~either~~Stock ofwas ~~our~~issued ~~auditors~~during ~~that~~fiscal ~~were~~2024 ~~reasonably related~~and toremains ~~the~~issued ~~audit~~and oroutstanding ~~review~~as of December ~~financial~~31, ~~statements reported above.~~2024:

~~TAX~~20,000 Class “A” ~~FEES~~Preferred Stock

~~$800 was~~20,000 ~~paid~~Class to“F” Preferred ~~a tax consultant in 2023 for the preparation of the 2022 tax filings.~~Stock

~~ALL OTHER~~Class ~~FEES~~“A” Preferred Stock

~~During~~Each share of Class A Preferred Stock ranks senior ~~the~~to ~~last~~all ~~two~~Common ~~fiscal~~Stock ~~years,~~and noany other ~~fees~~class ~~were~~of ~~billed~~securities orthat ~~incurred~~is; ~~for~~specifically ~~services~~designated byas ~~our~~junior ~~auditors~~to ~~other~~Class ~~than~~A Preferred Stock. In addition, Each Share of Class A Preferred Stock shall be (i) convertible at any time by the ~~fees~~holder ~~noted~~thereof ~~above.~~into ~~Our~~250 ~~board~~shares of Common Stock, however, ~~acting~~any asSeries anA ~~audit~~Preferred ~~committee~~Stock remaining unconverted at 5:00 P.M., ~~deemed~~Las ~~the~~Vegas, ~~fees~~Nevada ~~charged~~time toon January 1, 2026, shall be ~~compatible~~automatically ~~with~~converted into ~~maintenance~~Two Hundred Fifty (250) shares of the ~~independence~~Company’s Common Stock (par value $0.001); and (ii) entitled to Five Hundred (500) votes on any matter on which any of ~~our~~the ~~auditors~~shareholders are required or permitted to vote. No dividends shall be paid on any Series “A” Preferred Stock.

~~THE BOARD~~Class OF“F” ~~DIRECTORS~~Preferred ~~PRE-APPROVAL POLICIES~~Stock

~~We do~~Each ~~not~~share ~~have a separate audit committee. Our full board~~ of ~~directors~~Class ~~performs~~F ~~the~~Preferred ~~functions~~Stock ofranks ~~an audit committee. Before an independent~~senior ~~auditor is engaged by us~~ to ~~render~~all ~~audit~~Common orStock ~~non-audit~~and ~~services,~~any ~~our~~other ~~board~~class of ~~directors pre-approves the engagement~~securities. ~~Board~~Each ofShare ~~directors pre-approval~~ of ~~audit~~Class ~~and~~F ~~non-audit~~Preferred ~~services~~Stock ~~will~~shall not be ~~required~~convertible ifat ~~the~~any ~~engagement~~time ~~for the services is entered into pursuant to pre-approval~~but ~~policies~~shall ~~and~~be ~~procedures~~entitled ~~established by our board of directors regarding our engagement of the independent auditor, provided the policies and procedures are detailed as~~ to ~~the~~One ~~particular~~Thousand ~~service~~(1,000) ~~our~~votes ~~board~~on ofany ~~directors~~matter ison ~~informed~~which ofany ~~each service provided, and such policies and procedures do not include delegation~~ of ~~our board of directors’ responsibilities under~~ the ~~Exchange~~shareholders ~~Act~~are torequired ~~our management. Our board of directors may delegate to one~~ or ~~more~~permitted ~~designated members of our board of directors the authority~~ to ~~grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting~~vote. IfNo ~~our board of directors elects to establish~~dividends ~~pre-approval~~shall ~~policies and procedures regarding non-audit services, the board of directors must~~ be ~~informed~~paid ofon ~~each~~any ~~non-audit~~Series ~~service provided~~“F” byPreferred ~~the independent auditor~~Stock. Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal years ended December 31, 2021, and December 31, 2020, 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.

~~Our board~~Convertible ~~has~~Debt ~~considered whether the services described above under the caption “All Other Fees”, which are currently none, is compatible with maintaining the auditor’s independence.~~Issuances

~~The~~During fiscal year 2024, the Company issued a total ~~board~~of ~~approved~~20 ~~all~~Series ~~fees~~“F” ~~described~~Convertible ~~above~~Notes with an Aggregate value of $1,585,004 convertible at $1.25 into shares of common stock. As of December 31, 2024, there were no other issuances outstanding.

31Other Stock Issuances

~~PART~~During fiscal year 2024, the Company issued no options IVunder the Company’s 2021 Stock Incentive Plan (the “Plan”).

~~ITEM 15.~~NOTE ~~EXHIBITS,~~13 ~~FINANCIAL~~– ~~STATEMENTS~~SUBSEQUENT EVENTS

The Company has evaluated events occurring subsequent ~~following~~to ~~documents~~December ~~are~~31, ~~filed~~2024, asthrough ~~part~~the ofdate ~~this~~these ~~10-K:~~financial statements were issued, and has determined that the following events qualify as subsequent events.

1.Two small loans with an aggregate of face value of ~~FINANCIAL~~$20,000 ~~STATEMENTS~~that were concluded on January 31, 2024, with two third party shareholder were extended and will now expire on July 30, 2026.

~~The following~~January ~~documents~~3, ~~are~~2025, ~~filed~~the inCompany ~~Part~~issued ~~II,~~a ~~Item~~Series 8“F” Note with a face value of ~~this~~$145,000 ~~annual~~issued ~~report~~to ona ~~Form~~non-related 10third-K:party shareholder that will mature January 02, 2027.

●April ~~Report of BF Borgers~~3, ~~CPA PC~~2025, ~~Independent Registered Certified Public Accounting Firm for~~ the ~~fiscal~~Company ~~year~~issued ~~ended~~a ~~December~~Series ~~31,~~“F” Note ~~2023~~with ~~and~~a ~~2022~~face ●value ~~NEXT-ChemX Corporation Statements~~ of ~~Operations and Comprehensive Loss for the years ended December 31~~$75,000 ~~2023~~issued ~~and~~to ~~2022~~a ~~● NEXT~~non-~~ChemX~~related ~~Corporation Stockholders’ Deficit for the period from December 31, 2023 to December 31, 2022 ● NEXT~~third-~~ChemX~~party ~~Corporation~~shareholder ~~Statements~~that ofwill ~~Cash~~mature ~~Flows~~April ~~for the years ended December 31~~02, ~~2023 and 2022 ● NEXT-ChemX Corporation Notes to Consolidated Financial Statements~~2027

2.April 17, 2025, the Company issued a Series “F” Note with a ~~FINANCIAL~~face ~~STATEMENT~~value ~~SCHEDULES~~of $100,000 issued to a non-related third-party shareholder that will mature April 16, 2027

~~All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.~~F-16

3ITEM 9. ~~EXHIBITS~~ CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~The exhibits listed below are filed as part of or incorporated by reference in this report~~None.

Exhibit No.		Identification of Exhibit
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

ITEM 9A. CONTROLS AND PROCEDURES.

32Evaluation of Disclosure Controls and Procedures

~~SIGNATURES~~The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedure include, without limitations, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Pursuant~~In accordance with Exchange Act Rules 13a-15 and 15d-15, toan evaluation was completed by the ~~requirements~~Company’s Chief Executive Officer and Chief Financial Officer, of ~~Section~~the 13effectiveness orof ~~15(d)~~the design and operation of the ~~Exchange~~Company’s ~~Act~~disclosure controls and procedures as of ~~1934~~the end of the period covered by this Annual Report. Based on that evaluation, the ~~registrant~~Chief ~~has~~Executive ~~duly~~Officer ~~caused~~concluded ~~this~~that ~~report~~the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that the information required to be ~~signed~~disclosed onin ~~its behalf~~the byCompany’s reports filed or submitted under the ~~undersigned~~Exchange Act was recorded, ~~thereunto~~processed, ~~duly~~summarized ~~authorized~~and reported within the time periods specified in the Commission’s rules and forms.

	NEXT-ChemX Corporation
	(Registrant)
	By	/s/ Benton H Wilcoxon
		Benton H Wilcoxon
		Chief Executive Officer
	Date	April 1, 2024

Management’s Report on Internal Control over Financial Reporting

~~Pursuant~~Our management is responsible for establishing and tomaintaining ~~the~~adequate ~~requirements~~internal ofcontrol over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, ~~this~~or ~~report~~under ~~has~~the ~~been~~supervision ~~signed~~of, ~~below~~the company’s principal executive and principal financial officers and effected by the ~~following~~company’s ~~person~~board onof ~~behalf~~directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external ~~registrant~~purposes ~~and~~in accordance with accounting principles generally accepted in the ~~capacity~~United States of America and onincludes ~~the~~those ~~date~~policies ~~indicated.~~and procedures that:

	By	/s/ John Michael Johnson
		John Michael Johnson
		President, Chief Financial Officer
	Date	April 1, 2024

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3330

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2024 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The material weaknesses were identified by our management in connection with the review of our financial statements for the fiscal year ended December 31, 2024.

Management believes that the material weaknesses set forth in items (2) and (3) above did not influence our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management’s report in this annual report.

Management’s Remediation Initiatives

Given the limited financial resources available to the Company, the Company is not able to institute any realistic remediation of the identified material weaknesses and other deficiencies and enhance our internal controls. At such a time that the Company does not have the financial resources to address and eliminate the identified weaknesses. Unfortunately, until the Company has such financial resources, the identified weaknesses will continue to exist.

Changes in Internal Control over Financial Reporting.

During the last quarter of the Company’s fiscal year ended December 31, 2024, there were no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls.

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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

ITEM 9B. OTHER INFORMATION

None

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

[Not applicable]

PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following individuals currently serve as our executive officers and directors:

Name	Age	Positions
Benton H Wilcoxon	75	Chief Executive Officer and Director
John Michael Johnson	59	President, Director and Chief Financial Officer

Benton H Wilcoxon

Mr. Benton Wilcoxon has served as a Director and Chief Executive Officer of NEXT-ChemX Corporation since April 2021. Mr. Wilcoxon is an accomplished American entrepreneur with a world-class talent for integrating new material technologies into revolutionary products. He has founded upwards of 10 companies to commercialize new products, most notably Ashurst Technology Ltd (Ashurst) and Composite Technology Corporation (CTC). As the head of Ashurst, he identified and was the first to develop and commercialize aluminum scandium alloys for aerospace, marine and sports equipment applications. Developed and operated scandium extraction from solutions of ore bodies and processed tailings. Mr. Wilcoxon founded CTC to develop and commercialize the world’s most efficient conductor for high voltage transmission lines. Over 60,000 kilometers of this game changing transmission technology has been deployed on 900 projects across 50 countries and reduces CO₂emissions by over 3.5 million metric tons every year. End users include some of the largest utilities in the world including American Electric Power in the USA, National Grid in the UK and State Grid in China. He also headed DeWind, which commercialized the first synchronous large megawatt wind turbines, now owned by Daewoo.

John Michael Johnson

Mr. Johnson has served as Director, President, Chief Financial Officer of NEXT-ChemX Corporation since April of 2021. Mr. Johnson brings professional experience gained from his services to a variety of public and privately held middle market businesses for over 30 years. Mr. Johnson previously was the CEO of Future Capital Holdings for over 5 years. Mr. Johnson’s financial career began at Fidelity Investments in 1990 in the institutional trading division. From approximately 1992-2001 Mr. Johnson worked at various broker dealers in both retail and institutional sales. During this period Mr. Johnson also was a 25% partner in Southern California Equity Group, Inc., a franchise broker dealer located in La Jolla California. During these years Mr. Johnson participated in IPO’s, secondary offerings, debt, equity financing, as well as private placements both on the retail and institutional level. In approximately 2002 Mr. Johnson became an independent consultant working for various small cap growth companies providing services for his clients to raise capital and navigate through the public markets. His primary focus has been identifying funding sources, structuring financings, and negotiating the terms of capital. Mr. Johnson received his Bachelor of Science degree in Economics in 1989 from Fitchburg State University.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently consists of Mr. Wilcoxon and Mr. Johnson, oversees the functions that would otherwise be managed by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to function as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would decide as to whether such person is independent.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Act of 1934 requires the Company’s officers and directors, and greater than 10% stockholders (“Insiders”), to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission (“SEC”). Copies of the reports are required by SEC regulation to be furnished to the Company. When, on December 23, 2021, the Company filed Form 8-A with the SEC, it became a mandatory filer and all Insiders were required to abide by the rules relating to reporting of beneficial ownership. These declarations were filed late. The initial declaration of ownership by Insiders must be reported to the SEC on its Form 3 declaration within 10 days of the person becoming an Insider. Changes in beneficial ownership by Insiders must be reported within 2 days of change using a Form 4 ‘Statement of changes in beneficial ownership of securities. In certain cases, a Form 5 report may or must be filed within 45 days of the Company’s fiscal year end.

During management’s review of the reporting of Insiders during the fiscal year ended December 31, 2024, no issues were found.

Code of Ethics

Our board of directors has adopted a code of ethics that governs our officers, directors and any person performing similar functions. Currently Mr. Wilcoxon and Mr. Johnson, being are our directors, are the only people subject to the Code of Ethics. If we retain additional directors and officers in the future, including those appointed to act as our principal financial officer, principal accounting officer, controller or persons serving similar functions, they would become subject to the Code of Ethics. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code. Currently, since Mr. Wilcoxon, Mr. Johnson serve as our directors and key officers, they are responsible for reviewing their own conduct under the Code of Ethics and determining what action to take in the event of their own breach of the Code of Ethics.

ITEM 11. EXECUTIVE COMPENSATION.

As of December 31, 2024, all senior executives of the Company have signed employment agreements governing their duties and remuneration. These provide for the annual base compensation to be reviewed annually as well as eligibility to receive an annual bonus at the discretion of the Board of Directors.

An executive officer’s unpaid salary shall accrue until paid by the Company, however, the executive shall have the right, but not the obligation, to be paid all or a portion of his accrued and unpaid salary in shares of the Company’s common stock if he so elects on the first business day of each calendar quarter.

Executives are also entitled to participate in and shall receive all benefits under any pension benefit plans provided by the Company (including without limitation participation in any Company incentive, savings and retirement plans, practices, policies, and programs) should such plans be organized. To date no such plans have been organized.

Executives and their immediate families are also entitled to participate and shall receive all benefits under any welfare plans provided by the Company (including without limitation medical prescriptions, dental, disability, employee life, group life, accidental life and travel accident insurance plans and plans) should such plans be organized. To date no such plans have been organized.

Certain key executives owed more than $50,000 in salary remuneration, having contributed significantly to the success of the Company by foregoing immediate payment of all or part of such remuneration, have been granted the right to receive the full amount of any back salary remuneration multiplied by 3 ¹/₃ in the event that there is a change of control of the Company, in particular where any individual or group of investors acquires over 50% of the Company’s voting stock. However, if executives with this right have received the full amount of their past due salary prior to the change of control, no additional remuneration shall be due in this respect. Executives benefiting from this provision may convert any multiplied back salary into shares at the same price at which the change of control was affected.

If located abroad certain executives may receive housing allowances or other expenses as an incentive or related to the difficulty of life in such locations.

During fiscal year 2024, John Michael Johnson, a Director, Officer and employee of the Company received a total of 10,000 Class “A” Preferred shares and 10,000 Class “F” Preferred shares.

During fiscal year 2024, no executive has received their full salary, nor were any options issued, nor were any other forms of remuneration or in kind paid or granted not otherwise disclosed.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Shares of Common Stock of the Company

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of December 31, 2024, by: (i) each current director, each nominee for director and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s Common Stock. Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with respect to the shares indicated.

Name and Address	Number of  shares		Percentage Owned (1)(2)
NEXT-ChemX Corporation,
8 The Green, Ste A, Dover, Kent, Delaware 19901		23,844,448		83.527	%
Ann Mollicone
1500 Vine Street, Somerset MA 02726		1,873,570		6.563	%

(1)	This table is based upon 28,546,834 shares issued and outstanding as of December 31, 2024.

(2)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants but are not deemed outstanding for computing the percentage of any other person.

Shares of Preferred Stock of the Company

The following tables sets forth certain information regarding beneficial ownership and voting rights of the Company’s two series of Preferred Stock as of December 31, 2024, Class “A” and Class “F”, by: (i) each current director, each nominee for director and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s Common Stock. Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with respect to the shares indicated.

CLASS “A” PREFERRED STOCK: Name and Address	Number of  shares		Percentage Owned (3)(4)
The Board of Directors of NEXT-ChemX Corporation,
1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, NV 89135		10,000		50	%
John Michael Johnson
1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, NV 89135		10,000		50	%

(3)	This table is based upon 20,000 shares of Class “A” Preferred Stock issued and outstanding as of December 31, 2024.

(4)	Each share of Class “A” Preferred Stock senior to all Common Stock and is entitled to Five Hundred (500) votes on any matter on which any of the shareholders are required or permitted to vote.

CLASS “F” PREFERRED STOCK: Name and Address	Number of  shares		Percentage Owned (5)(6)
The Board of Directors of NEXT-ChemX Corporation,
1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, NV 89135		10,000		50	%
John Michael Johnson
1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, NV 89135		10,000		50	%

(5)	This table is based upon 20,000 shares of Class “F” Preferred Stock issued and outstanding as of December 31, 2024.

(6)	Each share of Class “A” Preferred Stock senior to all Common Stock and is entitled to One Thousand (1,000) votes on any matter on which any of the shareholders are required or permitted to vote.

Distribution of Shareholder Voting Rights

Each Share of common stock outstanding is entitled to one vote, representing a total number of 28,546,834 votes;

Each share of Class A Preferred outstanding is entitled to 500 votes, representing 10 million votes; and

Each share of Class F Preferred outstanding is entitled to 1,000 votes, representing 20 million votes.

With a total of 58,546,834 possible votes at shareholders’ meetings, shareholders with shares of common stock control, together 48.76% of the total possible votes at any meeting of the shareholders at which decisions are to be made.

John Michael Johnson controls 10,000 Class A Preferred shares giving 5 million votes and 10,000 Class F Preferred shares giving 10 million votes and 57,473 shares of common stock, giving him control of a total of 20,057,473 votes at any meeting of the shareholders at which decisions are to be made (34.26%).

In addition, the Board of directors of the Company, of which John Michael Johnson is a member, controls 10,000 Class A Preferred shares giving 5 million votes and 10,000 Class F Preferred shares giving 10 million votes, giving the Board of Directors control of a total of 20 million votes at any meeting of the shareholders at which decisions are to be made (34.16%).

Certain Relationships and Related Transactions

Certain Relationships

One Director and officer of the Company also sits on the Board of Directors and as an officer of the controlling Shareholder of the Company (Delaware registered) and exercises control over the voting of the majority, 83.5% of the shares eligible to vote at the meeting of the Shareholders of the Company.

Related Party Transactions

In support of the Company’s efforts and cash requirements, the Company has also relied on advances from related parties, and this is expected to continue until such time as the Company can support its operations or attain adequate financing through sales of its equity or debt financing.

Since fiscal year 2021, J. Michael Johnson, a director and officer of the Company, has provided certain operating funds to the Company as follows:

A promissory note dated April 28, 2021, in the amount of $15,000 paying 5% interest that came due November 1, 2021. At the time of maturity, the interest due was waived and the amount of $15,000 was put into a new convertible note dated November 12, 2021, paying 8% interest and with a 1-year maturity, convertible into shares at a conversion rate of $1.00 per share. The full amount owed was converted into shares of Common Stock of the Company on December 10, 2022.

As of December 31, 2024, directors, officers and employees, including full time consultants, were owed a total of $2,219,952 for salaries, remuneration and expenses. Of this $690,112 is owed to three senior officers and employees (including consultants) benefiting from the change in control provision that would see their unpaid salaries multiplied by 3 ¹/₃ time if the outstanding were not paid prior to the change of control.

John Michael Johnson was issued 10,000 Class “A” Preferred shares giving 5 million votes and 10,000 Class “F” Preferred shares giving him control of 34.26% of the voting rights cast at any meeting of the shareholders at which decisions are to be made.

In addition, the Board of Directors of the Company, was issued 10,000 Class “A” Preferred shares giving 5 million votes and 10,000 Class “F” Preferred shares giving the Board of Directors control of 34.16% of the voting rights cast at any meeting of the shareholders at which decisions are to be made.

Director Independence

As of December 31, 2024, Benton Wilcoxon and John Michael Johnson were the sole directors of the Company. They are not considered “independent” in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are not currently traded on NASDAQ and are therefore not required to comply with the NASDAQ Marketplace Rules.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed by our auditors, Fruci & Associates II PLLC for the years ended December 31, 2023, and December 31, 2022 were $0 and $0, respectively, for professional services rendered in connection with the audits of our annual financial statements and the reviews of our quarterly financial statements.

AUDIT-RELATED FEES

During the last two fiscal years, no fees were billed or incurred for assurance or related services by either of our auditors that were reasonably related to the audit or review of financial statements reported above.

TAX FEES

$0 was paid to a tax consultant in 2024 for the preparation of the 2023 tax filings.

ALL OTHER FEES

During the last two fiscal years, no other fees were billed or incurred for services by our auditors other than the fees noted above. Our board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of our auditors.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES

We do not have a separate audit committee. Our full board of directors performs the functions of an audit committee. Before an independent auditor is engaged by us to render audit or non-audit services, our board of directors pre-approves the engagement. Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by our board of directors regarding our engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, our board of directors is informed of each service provided, and such policies and procedures do not include delegation of our board of directors’ responsibilities under the Exchange Act to our management. Our board of directors may delegate to one or more designated members of our board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If our board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal years ended December 31, 2024, and December 31, 2023 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.

Our board has considered whether the services described above under the caption “All Other Fees”, which are currently none, is compatible with maintaining the auditor’s independence.

The board approved all fees described above.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

The following documents are filed as part of this 10-K:

1. FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:

	●	NEXT-ChemX Corporation Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

	●	NEXT-ChemX Corporation Stockholders’ Deficit for the period from December 31, 2024 to December 31, 2023

	●	NEXT-ChemX Corporation Statements of Cash Flows for the years ended December 31, 2024 and 2023

	●	NEXT-ChemX Corporation Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

3. EXHIBITS

The exhibits listed below are filed as part of or incorporated by reference in this report.

Exhibit No.		Identification of Exhibit

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

104		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEXT-ChemX Corporation
	(Registrant)

	By	/s/ Benton H Wilcoxon
		Benton H Wilcoxon
		Chief Executive Officer

	Date	April 30, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.

	By	/s/ John Michael Johnson
		John Michael Johnson
		President, Chief Financial Officer

	Date	April 30, 2025

Filing Compare · NEXT-ChemX Corporation.