mmex_10q.htm

美國

證券交易委員會

華盛頓特區 20549

表單 10-Q

(標記一個)

☒	根據1934年證券交易法第13或15(d)條款提交的季度報告

截至季度期 2024年10月31日

☐	根據1934年證券交易法第13條或第15(d)條的過渡報告

過渡期從 _______________ 到 _______________。

委員會檔案編號： 000-55831

MMEX資源公司

(發行人的準確名稱，按其章程規定)

內華達		26-1749145
(州或其他司法管轄區的公司註冊或組建)		(美國國稅局僱主識別號)

3600 Dickinson 福特斯托克頓, 德克薩斯州 79735		855-880-0400
(主要執行辦公室的地址，包括郵政編碼)		(發行人的電話號碼，包括區號)

請通過勾選標記指明註冊人是否（1）在過去12個月內（或註冊人被要求提交此類報告的較短期間內）根據1934年證券交易法第13或15(d)條提交了所有要求提交的報告，以及（2）在過去90天內是否受到此類提交要求的約束。是 ☒ 否 ☐

請打勾以指示註冊人是否在過去12個月內（或註冊人被要求提交此類文件的較短期間內）電子提交了根據規則405的S-t規定（本章第232.405條）要求提交的每個互動數據文件。是 ☒ 否 ☐

請在「證券交易法」規則12b-2中查看「大型加速操作者」、「加速操作者」和「小型申報公司」的定義，然後在下面的方框中打勾，表明註冊人是大型加速操作者、加速操作者、非加速操作者還是小型申報公司。(◻)

大型加速報告人	☐	加速報告人	☐
非加速報告人	☐	小型報告公司	☒
(不檢查是否爲小型報告公司)		新興成長公司	☐

如果是新興成長公司，請通過勾選來表明註冊人是否選擇不使用根據《交易所法》第13(a)條款規定的任何新的或修訂的財務會計標準的延長期。 ☐

請勾選以下選項以指示註冊人是否爲外殼公司(根據交易所法規則12b-2定義)。是☐ 不 ☒

僅適用於在過去五年內參與破產程序的發行人：

請勾選是否註冊人提交了根據1934年交易所法第12、13或15(d)條規定要求提交的所有文件和報告，這些文件和報告是在法院確認的計劃下分發證券後提交的。是 ☐ 否 ☐

僅適用於公司發行者：

請指明截至最新可行日期每種發行人普通股類的流通股數。截至2024年12月16日， 9,692,800,957 普通股的發行和流通股數爲每股面值0.001美元。

MMEX資源公司

截至2024年10月31日的季度

第一部分 – 財務信息

項目1. 摘要合併資產負債表		3
項目2. 管理層對財務控制項和運營結果的討論與分析		27
項目3. 關於市場風險的定量和定性披露		31
項目4. 控制項和程序		31

第二部分 – 其他信息

項目1. 法律程序		33
項目1A. 風險因素		33
項目2. 未註冊的權益證券銷售和收益使用		33
項目3. 高級證券違約		33
項目4. 煤礦安全披露		33
項目5.其他信息		33
項 6. 附件		34

第一部分 – 財務信息

項目 1. 財務聲明

MMEX資源公司及其子公司（「公司」）的附帶簡明合併基本報表未經審核，已根據通用公認會計原則編制，以適應臨時基本報表的信息，並遵循10-Q表格的指示。因此，它們並未包含完整基本報表所需的所有信息和附註。

管理層認爲，簡明合併基本報表包含所有重要的調整，僅由正常的經常性調整構成，必要以公正地呈現公司在所列出的中期財務狀況、經營成果和現金流量。

任何中期的運營結果和現金流不一定能反映其他中期或整個財年的預期結果。這些簡明合併基本報表及相關注釋應與公司截至2024年4月30日提交給證券交易委員會（「SEC」）的10-K表格中的合併基本報表及其註釋一同閱讀。

MMEX資源公司

縮減合併資產負債表

	十月 31, 2024			4月30日， 2024
資產	(未經審計)

流動資產：
現金	$	6,913		$	898
預付費用及其他流動資產		3,500			3,000
總流動資產		10,413			3,898

物業和設備，淨值		1,023,212			1,041,409

總資產	$	1,033,625		$	1,045,307

負債和股東赤字

流動負債：
應付賬款	$	905,868		$	841,602
應計費用		1,052,166			933,143
應付賬款和應計費用 - 相關方		1,381,201			1,030,523
應付票據，減去$的折扣2,607 和$22,285 截至2024年10月31日和2024年4月30日，分別爲		906,292			1,032,630
應付票據，目前處於違約狀態，扣除$的折扣0 截至2024年10月31日和2024年4月30日，分別爲		377,153			229,653
應付票據 – 相關方，扣除$的折扣111,086 和$47,152 截至2024年10月31日和2024年4月30日，分別爲		341,444			73,326
可轉換債券應付，目前處於違約狀態，扣除$的折扣0截至2024年10月31日和2024年4月30日，分別		398,955			150,000
可轉換應付款項，扣除折扣$616 和$5,771截至2024年10月31日和2024年4月30日，分別		274,384			518,184
可轉換票據應付 - 相關方，扣除$的折扣9,751 和$0 截至2024年10月31日和2024年4月30日，分別		62,253			50,000
總流動負債		5,699,716			4,859,061

長期負債		-			-

總負債		5,699,716			4,859,061

承諾和或有事項		-			-

股東權益不足：
普通股; $0.001 面值； 50,000,000,000 授權股份， 9,692,800,957 和 9,442,800,957 截至2024年10月31日和2024年4月30日發行和流通的股份		9,692,800			9,442,800
優先股；$0.001 面值； 1,000,000 授權的分享：
1,000 截至2024年10月31日和2024年4月30日發行和流通的A系列優先股		1			1
1,014 和 1,029 截至2024年10月31日和2024年4月30日發行和流通的B系列優先股		2			2
額外支付的資本		67,479,295			67,654,963
非控制性權益		9,871			9,871
累計負債		(81,848,060	)		(80,921,391	)
股東總負債		(4,666,091	)		(3,813,754	)

總負債和股東虧損	$	1,033,625		$	1,045,307

請參閱附帶的簡明合併基本報表說明。

MMEX資源公司

綜合運營報表

(未經審計)

	截至三個月 2023年10月31日，						截至六個月 2023年10月31日，
	2024			2023			2024			2023

營收	$	-		$	-		$	-		$	-

營業費用：
一般及行政費用		358,169			312,175			708,700			636,213
項目費用		-			5,482			5,430			5,482
折舊和攤銷		9,100			9,100			18,197			18,197

營業費用總額		367,269			326,757			732,327			659,892

營業虧損		(367,269	)		(326,757	)		(732,327	)		(659,892	)

其他收益（支出）：
利息費用		(84,165	)		(108,952	)		(174,329	)		(208,091	)

債務註銷損失		(20,013	)		-			(20,013	)		-
債務清償的收益（損失）		-			1,148			-			(752,150	)

其他收入(支出)總計		(104,178	)		(107,804	)		(194,342	)		(960,241	)

所得稅前的收入（損失）		(471,447	)		(434,561	)		(926,669	)		(1,620,133	)
所得稅準備		-			-			-			-

淨利潤（虧損）		(471,447	)		(434,561	)		(926,669	)		(1,620,133	)

歸屬於普通股股東的淨利潤（虧損）	$	(471,447	)	$	(434,561	)	$	(926,669	)	$	(1,620,133	)

每普通股淨利潤（虧損）– 基本和攤薄	$	(0.0001	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
加權平均普通股在外流通股數 - 基本和稀釋		9,692,800,957			6,957,495,841			9,584,105,305			5,628,915,833

請參閱附帶的簡明合併基本報表說明。

MMEX資源公司

綜合股東權益缺口的簡明合併財務報表

截至2023年10月31日的三個月和六個月（未經審計）

	普通股				系列A優先股				系列b優先股					其他實收資本			非控股		累計
	Shares		金額		Shares		金額		Shares			金額		資本			利息		Deficit			總計

截至2023年4月30日的餘額		769,618,295	$	769,618		1,000	$	1		1,144		$	2	$	69,082,490		$	9,871	$	(72,727,305	)	$	(2,865,323	)
爲轉換而發行的股份可轉換債券應付和應計利息		356,708,619		356,709		-		-		-			-		(327,320	)		-		-			29,389
爲應計負債而發行的股份		279,120,377		279,120		-		-		-			-		(195,384	)		-		-			83,736
爲應計負債而發行的股份 - 相關方		3,174,187,995		3,174,188		-		-		-			-		(2,282,055	)		-		-			892,133
以債務作爲對價		-		-		-		-		-			-		44,367			-		-			44,367
與債務相關方的考慮		-		-		-		-		-			-		20,323			-		-			20,323
優先股轉換爲普通股		301,724,139		301,724		-		-		(35	)		-		(301,724	)		-		-			-
基於股票的薪酬		-		-		-		-		-			-		28,200			-		-			28,200
淨（虧損）		-		-		-		-		-			-		-			-		(1,185,572	)		(1,185,572	)
餘額，2023年7月31日		4,881,359,425		4,881,359		1,000		1		1,109			2		66,068,897			9,871		(73,912,877	)		(2,952,747	)
因轉換髮行的股票可轉換票據的應付及應計利息		2,400,554,308		2,400,554		-		-		-			-		(2,225,942	)		-		-			174,612
考慮債務		-		-		-		-		-			-		42,043			-		-			42,043
優先股轉換爲普通股		350,909,091		350,909		-		-		(19	)		-		(350,909	)		-		-			-
淨（虧損）		-		-		-		-		-			-		-			-		(434,561	)		(434,561	)
截至2023年10月31日的餘額		7,632,822,824	$	7,632,822		1,000	$	1		1,090		$	2	$	63,534,089		$	9,871	$	(74,347,438	)	$	(3,170,653	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

MMEX RESOURCES CORPORATION

Condensed Consolidated Statement of Stockholders’ Deficit

Three and Six Months Ended October 31, 2024 (Unaudited)

	普通股				系列A優先股				系列b優先股					其他實收資本			非控股		累計
	Shares		金額		Shares		金額		Shares			金額		資本			利息		Deficit			總計

餘額，2024年4月30日		9,442,800,957	$	9,442,800		1,000	$	1		1,029		$	2	$	67,654,963		$	9,871	$	(80,921,391	)	$	(3,813,754	)
與債務相關的交易 - 關聯方		-		-		-		-		-			-		39,326			-		-			39,326
優先股轉換爲普通股		250,000,000		250,000		-		-		(15	)		-		(250,000	)		-		-			-
淨（虧損）		-		-		-		-							-			-		(455,222	)		(455,222	)
餘額，2024年7月31日		9,692,800,957		9,692,800		1,000		1		1,014			2		67,444,289			9,871		(81,376,613	)		(4,229,650	)
與債務相關的交易 - 關聯方		-		-		-		-		-			-		35,006			-		-			35,006
淨（虧損）		-		-		-		-		-			-		-			-		(471,447	)		(471,447	)
餘額，2024年10月31日		9,692,800,957	$	9,692,800		1,000	$	1		1,014		$	2	$	67,479,295		$	9,871	$	(81,848,060	)	$	(4,666,091	)

請參閱附帶的簡明合併基本報表說明。

MMEX資源公司

壓縮合並現金流量表

（未經審計）

	截至六個月 2023年10月31日，
	2024			2023
來自經營活動的現金流：
淨利潤（虧損）	$	(926,669	)	$	(1,620,133	)
調整凈利潤（損失）與營業活動所使用的現金之間的差異：
折舊和攤銷費用		18,197			18,197
債務折扣攤銷		81,695			63,011
基於股票的薪酬		-			28,200
記錄的貸款罰款		-			25,000
債務解除損失		-			752,150
債務註銷損失		20,013			-
(增加) 減少預付費用及其他流動資產		(500	)		18,500
負債的增加（減少）：
應付賬款		64,266			38,215
應計費用		119,023			89,074
應付賬款和應計費用 - 關聯方		352,390			375,622
用於經營活動的淨現金		(271,585	)		(212,164	)

投資活動產生的現金流：
物業和設備的購買		-			-
投資活動使用的淨現金		-			-

融資活動產生的現金流：
應付票據的收益		7,000			100,000
可轉換票據應付賬款的收入		-			50,000
應付票據的償還		(16,276	)		(8,614	)
可轉換票據應付款的償還		-			(19,590	)
可轉換票據應付款 - 關聯方的收款					50,000
應付票據的收入 - 相關方		302,776			30,400
應付款的償還 - 關聯方		(15,900	)		-
融資活動提供的淨現金		277,600			202,196

現金的淨增加（減少）		6,015			(9,968	)
期初現金		898			10,363
期末現金	$	6,913		$	395

補充披露:
支付的利息	$	2,152	$	20,945
繳納的所得稅	$	-	$	-
非現金投資和融資活動：
以債務轉換髮行的普通股	$	-	$	204,001
爲應計負債發行的普通股	$	-	$	17,808
相關方可轉換票據用於應付票據	$	-	$	20,000
爲應計負債發行的普通股 – 相關方	$	-	$	204,763
發行債務折扣的Warrants	$	-	$	86,410
發行債務折扣的Warrants – 相關方	$	74,332	$	20,323
優先股轉換爲普通股	$	250,000	$	652,633

請參閱附帶的簡明合併基本報表說明。

MMEX資源公司

附註至簡明綜合財務報表

截至2024年10月31日的六個月（未經審計）

註釋 1 – 背景、組織和呈現基礎

MMEX資源有限公司（「公司」或「MMEX」）成立於2005年，是一家內華達州的公司。當前管理團隊通過反向併購於2010年9月23日收購了公司（當時名爲管理能源公司），並在2011年2月11日將公司名稱更改爲MMEX礦業公司，在2016年4月6日更改爲MMEX資源有限公司。

自2021年以來，MMEX擴展了其重點，專注於可再生能源驅動的清潔燃料製造行業項目的開發、融資、施工以及事件的運營。

附帶的合併基本報表包括以下實體的帳戶，所有這些實體的公司通過控股或共同擁有保持控制權：

實體名稱	%			表單實體的	國家的公司註冊	關係

MMEX資源公司（「MMEX」）		-		公司	內華達	母公司
佩科斯清潔燃料與運輸（前身爲精煉與運輸有限責任公司		100	%	有限責任公司	德克薩斯州	子公司
跨越二疊紀H2中心有限公司		100	%	有限責任公司	德克薩斯州	子公司
MMEX 太陽能資源有限公司		100	%	有限責任公司	德克薩斯州	子公司
氫全球有限公司		100	%	有限責任公司	德克薩斯州	子公司

所有板塊之間的重要交易已在合併基本報表的編制中被消除。

公司選擇了4月30日作爲財年結束日。

註釋 2 – 重要會計政策摘要

我們的重大會計政策在2024年4月30日結束的年度的10-K表格年度報告中進行了描述，該報告於2024年7月29日提交給SEC。

整合

附帶的合併基本報表包括公司及其上述子公司和共同擁有的實體的帳戶。所有重大內部交易和帳戶在合併中已被消除。由公司以外的其他所有者持有的子公司的所有權權益記錄爲非控制性權益，並在我們的合併資產負債表中報告於股東權益的赤字中。歸因於非控制性權益和公司的損失在我們的合併經營報表中單獨報告。

估計的使用

根據美國公認會計原則編制基本報表時，需要管理層做出影響資產和負債報告金額的估計和假設，以及在基本報表日期披露或有資產和負債的情況，並報告在報告期間的收入和支出金額。實際結果可能與這些估計有所不同。

物業和設備

物業和設備按成本或預計可回收淨金額中較低者計入，並採用直線法在相關資產的預計使用壽命內計提折舊，如下所示：

辦公傢俱和設備	10 年
計算機設備和軟件	5 年
土地改善	15 年
土地使用權	10 年

公司擁有的土地使用權的法律有效期爲 10 年。

維護和修理費用在發生時記入費用。重大更新和改善將會被資本化。在設備退休或其他處置時，成本和累計折舊將從賬目中移除，產生的收益或損失（如有）將反映在經營活動中。

公司將通過確定在剩餘使用壽命內，這些資產的折舊和攤銷是否可以通過預計的未貼現未來現金流來回收，來評估物業和設備的可回收性。如果有設備減值，將根據公允價值測量，並在管理層確定減值的期間計入運營費用。

衍生負債

We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Fair value of financial instruments

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

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An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), as amended. ASC 606 provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Project costs

All project costs incurred, including acquisition of refinery rights, planning, design and permitting, have been recorded as project costs and expensed as incurred.

Basic and diluted income (loss) per share

Basic net income or loss per share is calculated by dividing net income or loss (available to common stockholders) by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. For the six months ended October 31, 2024 and October 31, 2023 all potentially dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per common share is the same as diluted net loss per share.

Stock-based compensation

Pursuant to FASB ASC 718, the Company accounts for the issuance of equity instruments, including grants of stock options and warrants, to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance is reached or (ii) the date at which the performance is complete. In the case of equity instruments issued for services to be performed over time, the fair value of the equity instrument is recognized over the service period. For the six months ended October 31, 2024 and 2023, the Company recorded stock-based compensation of $0 and $28,200, respectively.

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Reclassifications

Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform with the current year presentation.

Recently Issued Accounting Pronouncements

The Company has reviewed all new accounting pronouncements issued or proposed by the FASB and does not believe any of the accounting pronouncements has had, or will have, a material impact on its consolidated financial position or results of operations.

NOTE 3 – GOING CONCERN

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $81,848,060 and a total stockholders’ deficit of $4,666,091 at October 31, 2024, and have reported negative cash flows from operations since inception. While we have received debt and equity funding during the period and have cash on hand of $6,913 at October 31, 2024, we still have a working capital deficit of $5,689,303, therefore there is a question of whether or not we have the cash resources to meet our operating commitments for the next twelve months and have, or will obtain, sufficient capital investments to implement our business plan, including the development of our planned hydrogen projects. Finally, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established and emerging markets and the competitive environment in which we operate.

Since inception, our operations have primarily been funded through private debt and equity financing, and we expect to continue to seek additional funding through private or public equity and debt financing. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital or that amounts will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will be able to continue as a going concern for a reasonable period of time.

The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

Accounts Payable and Accrued Expenses – Related Parties

Accounts payable and accrued expenses to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled $1,381,201 and $1,030,523 as of October 31, 2024 and April 30, 2024, respectively.

Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to business development, financing and other corporate activities. Effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $20,000. During the six months ended October 31, 2024, we incurred consulting fees and expense reimbursement to Maple Resources totaling $125,176 and we made payments to Maple Resources of $84,100.

In addition, the consulting agreement provides for the issuance to Maple Resources of shares of our common stock each month with a value of $5,000, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024 the consulting agreement was amended to provide the issuance of shares of our common stock each month with a value of $7,500, with the numbers of shares issued based on the factor of 10% above the lowest notice of conversion price by a 3^rd party for the trailing month. During the six months ended October 31, 2024 we recorded $37,500 for accrued consulting fees and we issued no shares for payment.

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During the six months ended October 31, 2024, Maple Resources made advances to $6,665 to assist the Company with cash flow challenges, we made payments to Maple Resources of $17,810 resulting in $0 still owed as of October 31, 2024.

Amounts included in accounts payable and accrued expenses – related parties due to Maple Resources totaled $393,726 ($177,500 payable in stock) and $327,049 ($140,000 payable in stock) as of October 31, 2024 and April 30, 2024, respectively.

During the six months ended October 31, 2024 and year ended April 30, 2024, Jack Hanks, our President and CEO, made advances of $2,500 and $2,190 to assist the Company with cash flows challenges, resulting in $5,493 and $2,190 included in accounts payable and accrued expenses – related parties as October 31, 2024 and April 30, 2024.

Effective October 1, 2018, we entered into a consulting agreement with Leslie Doheny-Hanks, the wife of our President and CEO, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. The related party consultant provides certain administrative and accounting services and is reimbursed for expenses paid on behalf of the Company. Effective August 1, 2024 the consulting agreement was amended to provide the issuance of shares of our common stock each month with a value of $3,500, with the numbers of shares issued based on the factor of 10% above the lowest notice of conversion price by a 3rd party for the trailing month. During the six months ended October 31, 2024 we recorded $18,000 for the amount payable in stock under the consulting agreement and recorded expense reimbursements owed to Mrs. Hanks of $41,354. We made no payments and issued no shares for payment during the six months ended October 31, 2024.

During the year ended April 30, 2024, Mrs. Hanks made advances of $5,845 to assist the Company with cash flow challenges, resulting in $5,845 still owed as of October 31, 2024.

Amounts included in accounts payable and accrued expenses – related parties due to Mrs. Hanks totaled $211,987 ($88,000 payable in stock) and $152,633 ($70,000 payable in stock) as of October 31, 2024 and April 30, 2024, respectively.

Effective February 1, 2021 the Company entered into consulting agreements with three children of our President and CEO, which were amended as of December 31, 2021 to continue on a month-to-month basis. During the six months ended October 31, 2024 we incurred $66,000 for fees and expense reimbursements to the children and we made payments of $5,900. Amounts included in accounts payable and accrued expenses – related parties due to the CEO’s children totaled $188,584 and $128,484 as of October 31, 2024 and April 30, 2024, respectively.

Effective September 1, 2021, we entered into a consulting agreement with BNL Family Trust, a related party to Bruce Lemons, Director, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024 the consulting agreement was amended to provide the issuance of shares of our common stock each month with a value of $2,500, with the numbers of shares issued based on the factor of 10% above the lowest notice of conversion price by a 3rd party for the trailing month. During the six months ended October 31, 2024 we recorded $15,000 for the amount payable in stock under the consulting agreement, we incurred $5,200 for other consulting fees and made no payments.

Amounts included in accounts payable and accrued expenses – related parties due to BNL Family Trust totaled $90,200 ($85,000 payable in stock) and $70,000 (all payable in stock) as of October 31, 2024 and April 30, 2024, respectively.

Effective November 1, 2020, we entered into a consulting agreement with Nabil Katabi, a shareholder of more than ten percent, to provide for monthly consulting fees of $10,000 and to issue shares of our common stock each month with a value of $2,000, with the number of shares issues based on the average closing price of the stock during the prior month. Effective April 30, 2023 the consulting agreement was amended to provide for monthly consulting fees of $20,000. During the six months ended October 31, 2024, we incurred consulting fees and expense reimbursement to Nabil Katabi totaling $134,346 and we made payments of $30,000.

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In addition, the consulting agreement provides for the issuance to Nabil Katabi of shares of our common stock each month with a value of $5,000, with the number of shares issued based on the average closing price of the stock during the prior month. Effective August 1, 2024 the consulting agreement was amended to provide the issuance of shares of our common stock each month with a value of $7,500, with the numbers of shares issued based on the factor of 10% above the lowest notice of conversion price by a 3^rd party for the trailing month. During the six months ended October 31, 2024 we recorded $37,500 for accrued consulting fees and we issued no shares for payment.

During the year ended April 30, 2024, Nabil Katabi made advances of $16,220 to assist the Company with cash flow challenges, resulting in $16,220 still owed as of October 31, 2024.

Amounts included in accounts payable and accrued expenses - related parties due to Nabil Katabi totaled $491,210 ($129,500 payable in stock) and $349,364 ($92,000 payable in stock) as of October 31, 2024 and April 30, 2024, respectively.

Convertible Notes Payable – Related Parties

Convertible notes payable - related parties consist of the following:

	October 31, 2024			April 30, 2024
Convertible note payable with Maple Resources Corporation, matures on October 13, 2024, with interest at 5%, convertible into common shares of the Company [1]	$	-		$	50,000
Convertible note payable with Maple Resources Corporation, matures on October 14, 2025, with interest at 18% [2]		72,004			-
Less discount		(9,751	)		-
Total	$	62,253		$	50,000

[1]	This convertible note with Maple Resources, a related party, was entered into on October 13, 2023 in exchange for cash of $50,000 and is convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. As of October 31, 2024 and April 30, 2024 accrued interest on the convertible note was $0 and $753, respectively. On September 17, 2024 the principle and accrued interest of $51,712 were rolled into a new convertible note, therefore the loan was considered paid in full.

[2]	On September 17, 2024 the Company executed a convertible note with Maple Resources, a related party, with a face amount of $51,712, convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. The note has a maturity date of October 14, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $10,984 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, a loss of extinguishment of debt of $9,308 was recorded and included in other income (expenses) within the accompanying statement of operations.

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Notes Payable – Related Parties

Notes payable – related parties consist of the following at:

	October 31, 2024			April 30, 2024
Note payable to a related party with an issue date of May 7, 2023 with interest at 18% [1]	$	16,430		$	11,800
Note payable to a related party with an issue date of May 16, 2023 with interest at 18% [2]		6,572			4,720
Note payable to a related party with an issue date of May 31, 2023 with interest at 18% [3]		10,515			7,552
Note payable to a related party with an issue date of June 6, 2023 with interest at 18% [4]		8,215			5,900
Note payable to a related party with an issue date of July 3, 2023 with interest at 18% [5]		8,215			5,900
Note payable to a related party with an issue date of November 3, 2023 with interest at 18% [6]		8,260			8,260
Note payable to a related party with an issue date of February 12, 2024 with interest at 18% [7]		2,006			2,006
Note payable to a related party with an issue date of March 17, 2024 with interest at 18% [8]		-			7,080
Note payable to a related party with an issue date of April 25, 2024 with interest at 18% [9]		5,340			8,260
Note payable to a related party with an issue date of April 26, 2024 with interest at 18% [10]		59,000			59,000
Note payable to a related party with an issue date of May 29, 2024 with interest at 18% [11]		59,000			-
Note payable to a related party with an issue date of June 4, 2024 with interest at 18% [12]		3,068			-
Note payable to a related party with an issue date of June 4, 2024 with interest at 18% [13]		3,054			-
Note payable to a related party with an issue date of June 4, 2024 with interest at 18% [14]		3,054			-
Note payable to a related party with an issue date of July 2, 2024 with interest at 18% [15]		-			-
Note payable to a related party with an issue date of July 8, 2024 with interest at 5% [16]
$60,000 draw on July 8, 2024		63,000			-
$60,000 draw on August 14, 2024		63,000			-
$60,000 draw on September 16, 2024		63,000			-
Note payable to a related party with an issue date of October 16, 2024 with interest at 18% [17]
$60,000 draw on October 20, 2024		70,800			-
Total		452,529			120,478
Less discount		(111,085	)		(47,152	)
Net	$	341,444		$	73,326

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[1]	Effective May 7, 2023, the Company entered into a promissory note with Lake of Silver, LLC, a related party, through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $10,000 and a maturity date of May 7, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $1,800 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 156,739,812 warrants, thus $7,265 of the $10,000 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. On August 1, 2024 the note payable was amended to extend the maturity date to October 1, 2025 and included an additional 18%, in lieu of interest, of the principal plus the initial in lieu of interest amount. The Company determined the extension and modification to other terms met the conditions of a debt extinguishment; therefore, the Company recorded a loss on extinguishment of debt of $2,124, which was included in other income (expenses) within the accompanying statement of operations. In addition, $2,506 was recorded as a debt discount on the amendment date to be recognized over the extended term of the note.

[2]	Effective May 16, 2023, the Company entered into a promissory note with Alpenglow Consulting, LLC, a related party, through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $4,000 and a maturity date of May 16, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $720 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 62,695,925 warrants, thus $3,198 of the $4,000 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. On August 1, 2024 the note payable was amended to extend the maturity date to October 1, 2025 and included an additional 18%, in lieu of interest, of the principal plus the initial in lieu of interest amount. The Company determined the extension and modification to other terms met the conditions of a debt extinguishment; therefore, the Company recorded a loss on extinguishment of debt of $850, which was included in other income (expenses) within the accompanying statement of operations. In addition, $1,003 was recorded as a debt discount on the amendment date to be recognized over the extended term of the note.

[3]	Effective May 31, 2023, the Company entered into a promissory note with BNL Family Trust, a related party, through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $6,400 and a maturity date of May 31, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $1,152 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 100,313,480 warrants, thus $5,386 of the $6,400 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. On August 1, 2024 the note payable was amended to extend the maturity date to October 1, 2025 and included an additional 18%, in lieu of interest, of the principal plus the initial in lieu of interest amount. The Company determined the extension and modification to other terms met the conditions of a debt extinguishment; therefore, the Company recorded a loss on extinguishment of debt of $1,359, which was included in other income (expenses) within the accompanying statement of operations. In addition, $1,604 was recorded as a debt discount on the amendment date to be recognized over the extended term of the note.

[4]	Effective June 6, 2023, the Company entered into a promissory note with Nabil Katabi, a related party, through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $5,000 and a maturity date of June 6, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $900 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 78,369,906 warrants, thus $4,474 of the $5,000 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. On August 1, 2024 the note payable was amended to extend the maturity date to October 1, 2025 and included an additional 18%, in lieu of interest, of the principal plus the initial in lieu of interest amount. The Company determined the extension and modification to other terms met the conditions of a debt extinguishment; therefore, the Company recorded a loss on extinguishment of debt of $1,062, which was included in other income (expenses) within the accompanying statement of operations. In addition, $1,253 was recorded as a debt discount on the amendment date to be recognized over the extended term of the note.

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[5]	Effective July 3, 2023, the Company entered into a promissory note with Alpenglow Consulting, LLC, a related party. The note has a principal amount of $5,000 and a maturity date of July 3, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $900 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with $5,000 consulting fee under a subscription agreement. On August 1, 2024 the note payable was amended to extend the maturity date to October 1, 2025 and included an additional 18%, in lieu of interest, of the principal plus the initial in lieu of interest amount. The Company determined the extension and modification to other terms met the conditions of a debt extinguishment; therefore, the Company recorded a loss on extinguishment of debt of $1,062, which was included in other income (expenses) within the accompanying statement of operations. In addition, $1,253 was recorded as a debt discount on the amendment date to be recognized over the extended term of the note.

[6]	Effective November 3, 2023, the Company entered into a promissory note with Alpenglow Consulting, LLC, a related party. The note has a principal amount of $7,000 and a maturity date of November 3, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $1,260 was recorded as a debt discount at the notes inception to be recognized over the term of the note.

[7]	Effective February 12, 2024, the Company entered into a promissory note with BNL Family Trust, a related party. The note has a principal amount of $1,700 and a maturity date of February 12, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $306 was recorded as a debt discount at the notes inception to be recognized over the term of the note.

[8]	Effective March 17, 2024, the Company entered into a promissory note with Alpenglow Consulting, LLC, a related party. The note has a principal amount of $6,000 and a maturity date of March 17, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $1,080 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, as of October 31, 2024 the loan was paid back in full.

[9]	Effective April 25, 2024, the Company entered into a promissory note with Alpenglow Consulting, LLC, a related party. The note has a principal amount of $7,000 and a maturity date of April 25, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $1,260 was recorded as a debt discount at the notes inception to be recognized over the term of the note. As of October 31, 2024, the note had an outstanding balance of $5,340.

[10]	Effective April 26, 2024, the Company entered into a promissory note with Maple Resources, a related party. The note has a principal amount of $50,000 and a maturity date of April 26, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $9,000 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 1,247,609,946 warrants, thus $33,947 of the $50,000 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount.

[11]	Effective May 29, 2024, the Company entered into a promissory note with Maple Resources, a related party. The note has a principal amount of $50,000 and a maturity date of May 29, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $9,000 was recorded as a debt discount at the notes inception to be recognized over the term of the note.

[12]	Effective June 4, 2024, the Company entered into a promissory note with BNL Family Trust, a related party. The note has a principal amount of $2,600 and a maturity date of June 6, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $468 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 38,235,294 warrants, thus $1,443 of the $2,600 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount.

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[13]	Effective June 4, 2024, the Company entered into a promissory note with Maple Resources, a related party. The note has a principal amount of $2,588 and a maturity date of June 6, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $466 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 38,235,294 warrants, thus $1,439 of the $2,588 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount.

[14]	Effective June 4, 2024, the Company entered into a promissory note with Nabil Katabi, a related party. The note has a principal amount of $2,588 and a maturity date of June 6, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $466 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 38,235,294 warrants, thus $1,439 of the $2,588 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount.

[15]	Effective July 2, 2024, the Company entered into a promissory note with Alpenglow Consulting, LLC, a related party. The note has a principal amount of $5,000 and a maturity date of July 2, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $900 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, as of October 31, 2024 the loan was paid back in full.

[16]	Effective July 8, 2024, the Company entered into a promissory note with Maple Resources, a related party. The note has a principal amount of $180,000 to be funded in three drawdowns of $60,000 each and a maturity date of July 8, 2025. In lieu of interest the Company is to pay the lender 5% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $9,000 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 2,647,058,824 warrants, thus $35,006 of the $60,000 in note proceeds, from the first drawdown, were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. All three drawdowns of $60,000 each for a total of $180,000 were made under the Note.

[17]	Effective October 16, 2024, the Company entered into a promissory note with Maple Resources, a related party. The note has a principal amount of $180,000 to be funded in three drawdowns of $60,000 each and a maturity date of October 16, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $10,800 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 2,647,058,824 warrants, thus $35,006 of the $60,000 in note proceeds, from the first drawdown, were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. One drawdown of $60,000 was made on October 16, 2024 and a second one of $60,000 was made on November 21, 2024.

Equity Activity – Related Parties

During the six months ended October 31, 2024, the Company issued 5,408,823,530 warrants in consideration of debt therefore $74,332 of note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8).

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NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

	October 31, 2024			April 30, 2024

Office furniture and equipment	$	13,864		$	13,864
Computer equipment and software		6,555			6,555
Refinery land		721,828			721,828
Refinery land improvements		468,615			468,615
Refinery land easements		37,015			37,015
		1,247,877			1,247,877
Less accumulated depreciation and amortization		(224,665	)		(206,468	)

	$	1,023,212		$	1,041,409

Depreciation and amortization expense totaled $18,197 and $18,197 for the six months ended October 31, 2024 and 2023, respectively.

NOTE 6 – ACCRUED EXPENSES

Accrued expenses consisted of the following at:

	October 31, 2024		April 30, 2024

Accrued payroll	$	30,090	$	30,090
Accrued consulting		55,500		26,000
Accrued interest and penalties		872,402		782,879
Other		94,174		94,174

	$	1,052,166	$	933,143

NOTE 7 – NOTES PAYABLE

Note Payable, Currently in Default

Note payable, currently in default, consists of the following at:

	October 31, 2024		April 30, 2024

Note payable to an unrelated party, matured March 18, 2014, with interest at 10%	$	75,001	$	75,001
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [1]		136,952		136,952
Note payable to an unrelated party with an issue date of April 25, 2023 with interest at 18% [2]		17,700		17,700
Note payable to an unrelated party with an issue date of July 14, 2023 with interest at 18% [3]		70,800		-
Note payable to an unrelated party with an issue date of August 15, 2023 with interest at 18% [4]		38,350		38,350
Note payable to an unrelated party with an issue date of September 14, 2023 with interest at 18% [5]		38,350		38,350
Total		377,153		229,653
Less Discount		-		-
Net	$	377,153	$	229,653

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	[1]	Effective March 11, 2021 the Company entered into a promissory note with Vista Capital Investments, Inc with a principal amount of $250,000. The maturity date of the note was March 11, 2022 which was amended on February 23, 2021 to extend the due date to December 31, 2022. The note has an interest rate of 10% per annum from the date of funding. On February 23, 2022 the Company made a payment of $113,048 to pay down the note principal and effective January 1, 2023 the note went into default as the due date had passed with no extension.

	[2]	Effective April 25, 2023, the Company entered into a promissory note with Poppy, LLC through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $15,000 and a maturity date of April 25, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $2,700 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 235,109,718 warrants, thus $11,991 of the $15,000 in note proceeds were allocated to the warrants with an increase in additional paid-in capital and an increase in debt discount. On April 25, 2024 the note went into default as the due date had passed with no extension.

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

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

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

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Notes Payable

Notes payable consist of the following at:

	October 31, 2024			April 30, 2024
Note payable to an unrelated party with an issue date of February 28, 2022 with interest at 10% [1]	$	81,039		$	88,815
Note payable to an unrelated party with an issue date of June 2, 2023 with interest at 18% [2]		32,860			23,600
Note payable to an unrelated party with an issue date of July 14, 2023 with interest at 18% [3]		-			70,800
Note payable to an unrelated party with an issue date of August 15, 2023 with interest at 18% [4]		-			38,350
Note payable to an unrelated party with an issue date of September 14, 2023 with interest at 18% [5]		-			38,350
Note payable to an unrelated party with an issue date of February 22, 2021 with interest at 10% [6]
$250,000 draw on March 5, 2021		250,000			250,000
$200,000 draw on March 26, 2021		200,000			200,000
$50,000 draw on April 13, 2022		50,000			50,000
$295,000 draw on December 18, 2023		295,000			295,000
Note payable to an unrelated party with an issue date of September 13, 2024 with interest at 18% [7]		-			-
Total		908,899			1,054,915
Less Discount		(2,607	)		(22,285	)
Net	$	906,292		$	1,032,630

	[1]	Effective February 28, 2022 the Company entered into a promissory note with Oscar and Ilda Gonzales with a principal amount of $102,500. The maturity date of the note is February 28, 2026 and repayments on the note are to begin on March 1, 2023 in the amount of $3,309 per month. The note has an interest rate of 10% per annum. As of October 31, 2024 and April 30, 2024 accrued interest on the convertible note was $4,283 and $2,840, respectively.

	[2]	Effective June 2, 2023, the Maple Resources Corporation, the Company’s wholly owned subsidiary entered into an exchange agreement with Seeta Zieger Trust and a subscription agreement through the Company’s wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. Seeta Zieger Trust acquired, through the exchange agreement, the rights to the “Maple Note” (a convertible note was entered into on February 25, 2023 in exchange for cash of $20,000 and is convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company). The note has a principal amount of $20,000 and a maturity date of June 2, 2024. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $3,600 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 313,479,624 warrants, thus $15,988 of the $20,000 in the note converted were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. On August 1, 2024 the note payable was amended to extend the maturity date to December 2, 2025 and included an additional 18%, in lieu of interest, of the principal plus the initial in lieu of interest amount. The Company determined the extension and modification to other terms met the conditions of a debt extinguishment; therefore, the Company recorded a loss on extinguishment of debt of $4,248, which was included in other income (expenses) within the accompanying statement of operations. In addition, $5,013 was recorded as a debt discount on the amendment date to be recognized over the extended term of the note.

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[3]

Effective July 14, 2023, the Company entered into a promissory note with Eduardo Alberto Maldonado through its wholly owned subsidiary, Pecos Clean Fuels & Transport, LLC. The note has a principal amount of $60,000 and a maturity date of July 14, 2024. The Company received $35,000 cash with the remainder to be funded on or before December 31, 2023. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $6,300 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, the note was issued with 300,000,000 warrants, thus $28,379 of the $35,000 in note proceeds were allocated to the warrants with an increase in additional paid-in capital (see Note 8) and an increase in debt discount. On July 14, 2024 the note went into default as the due date had passed with no extension.

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

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

	[6]	Effective February 22, 2021 the Company entered into a promissory note with GS Capital Partners, LLC, with a principal amount of $1,000,000, which is subject to drawdown requests by the Company. The original maturity date of the note was the earlier of (i) December 31, 2021 or (ii) the consummation by the Company of an equity or equity-based financing providing net proceeds to the Company sufficient to retire the outstanding indebtedness under the note. On December 30, 2021 the Company entered into an amendment to the notes to extend the maturity date to March 31, 2022 and on April 12, 2022 the Company entered into an amendment to the notes to extend the maturity date to March 31, 2023. The note has an interest rate of 10% per annum from the date of each drawdown. On April 1, 2023 the note went into default as the due date had passed with no extension. On October 30, 2023 the Company entered into an extension agreement to extend the maturity date to December 31, 2024. The note has an interest rate of 10% per annum from the date of each drawdown. During the year ended April 30, 2024, $295,000 was drawn down against the note.

	[7]	Effective September 13, 2024, the Company entered into a promissory note with Poppy, LLC, with a principal amount of $5,000 and a maturity date of September 13, 2025. In lieu of interest the Company is to pay the lender 18% of the principal amount, in addition to the principal payment, on the maturity date. Accordingly, $1,500 was recorded as a debt discount at the notes inception to be recognized over the term of the note. In addition, as of October 31, 2024 the loan was paid back in full.

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Convertible Note Payable, Currently in Default

Convertible notes payable, currently in default, consist of the following at:

	October 31, 2024		April 30, 2024
Note payable to an unrelated party, matured December 31, 2010, with interest at 10%, convertible into common shares of the Company [1]	$	50,000	$	50,000
Note payable to an unrelated party, matured January 27, 2012, with interest at 25%, convertible into common shares of the Company [2]		100,000		100,000
Extension fee added to note payable to an accredited investor issued, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [3]		183,955		-
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price [4]		65,000		-
Total		398,955		150,000
Less discount		-		-
Net	$	398,955	$	150,000

	[1]	On March 8, 2010, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $50,000 convertible note in a private placement transaction. In the transaction, the Company received proceeds of $35,000 and the investor also paid $15,000 of consulting expense on behalf of the Company. The convertible note was due and payable on December 31, 2010 with an interest rate of 10% per annum. The note is convertible at the option of the holder into our common stock at a fixed conversion price of $3.70, subject to adjustment for stock splits and combinations. On December 31, 2010 the note went into default as the due date had passed with no extension.

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

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

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

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Convertible Notes Payable

Current convertible notes payable consisted of the following at:

	October 31, 2024			April 30, 2024
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.005 per share [1]	$	200,000		$	200,000
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.01 per share [2]		-			183,955
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.11 per share [3]		55,000			55,000
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.11 per share [4]		20,000			20,000
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price [5]		-			65,000
Total		275,000			523,955
Less discount		(616	)		(5,771	)

Net	$	274,384		$	518,184

	[1]	Effective July 26, 2022, the Company issued and delivered to GS a 10% convertible note in the principal amount of $200,000, which was not funded until August 1, 2022. The note was issued at a discount and the Company received net proceeds of $185,000 after payment of $5,000 of fees and expenses of the lender and its counsel. GS, at its option, can convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.055 per share, subject to adjustment if there are future financings with more favorable rates. The Company can prepay the note with prepayment penalties ranging from 105% to 125% during the first 180 days after issuance. On October 30, 2023 the Company entered into an extension agreement to extend the maturity date to December 31, 2024.

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

	[3]	Effective August 24, 2023 the Company issued and delivered to GS a 10% convertible note in the principal amount of $55,000. The note was issued at a discount and the Company received net proceeds of $50,000 after payment of $2,000 of fees and expenses of the lender and its counsel. GS, at its option, can convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.00007 per share. The Company can prepay the note with prepayment penalties ranging from 105% to 125% during the first 180 days after issuance.

	[4]	Effective April 12, 2022, the Company issued and delivered to GS a 10% convertible note in the principal amount of $165,000. The note was issued at a discount and the Company received net proceeds of $155,000 after payment of $10,000 of fees and expenses of the lender and its counsel. GS, at its option, can convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.10 per share. The Company can prepay the note with prepayment penalties ranging from 105% to 125% during the first 180 days after issuance. During the year ended April 30, 2024 the Company converted $41,250 into 823,771,549 shares of common stock in accordance with the terms of the agreement and based on the variable conversion prices in effect on the date of the conversions, therefore no gain or loss was recorded. On October 30, 2023 the Company entered into an extension agreement to extend the maturity date to December 31, 2024. As of October 31, 2024, the note had an outstanding balance of $20,000.

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

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NOTE 8 – STOCKHOLDERS’ DEFICIT

Authorized Shares

As of October 31, 2024 and April 30, 2024, the Company has authorized 50,001,000,000 and 25,001,000,000 shares of capital stock, consisting of 50,000,000,000 and 25,000,000,000 shares of common stock and 1,000,000 and 1,000,000 shares of preferred stock.

Common Stock Issuances

During the six months ended October 31, 2024, the Company issued a total of 250,000,000 shares of its common stock by converting from Series B preferred stock.

During the six months ended October 31, 2023, the Company issued a total of 6,863,204,529 shares of its common stock: 652,633,230 shares converted from Series B preferred stock; 2,757,262,927 shares valued at $204,001 in conversion of convertible notes principal of $193,170, accrued interest payable of $9,751, gain on settlement of $1,148 and conversion fees of $1,080; 279,120,377 shares for accrued liabilities of $17,808 which were valued at $83,736 based on the closing market price of the Company’s stock on the day of conversions and therefore a loss of $65,928 was recognized; and 3,174,187,995 shares for accrued liabilities – related parties of $204,763 which were valued at $892,133 based on the closing market price of the Company’s stock on the day of conversion and therefore a loss of $687,370 was recognized.

Series A Preferred Stock

The Series A preferred stock has no redemption, conversion or dividend rights; however, the holders of the Series A preferred stock, voting separately as a class, have the right to vote on all shareholder matters equal to 51% of the total vote.

During the six months ended October 31, 2024 and 2023 the Company did not issue any shares of its Series A preferred stock.

Series B Preferred Stock

The Series B preferred stock has a stated value equal to $1,000, has no redemption or voting rights, and are entitled to receive dividends on preferred stock equal, on an as-of-converted-to-common-stock basis, to and in the same form as the dividends paid on shares of the common stock. The Series B preferred stock was convertible, at the option of the holder, into the number of shares of common stock determined by dividing the stated value of such share of Preferred Stock by the initial Conversion Price of $0.10, which was adjusted to $0.05 per share effective June 7, 2022 and to $0.000058 effective May 5, 2023.

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During the six months ended October 31, 2024 and 2023 the Company did not issue any shares of its Series B preferred stock. During the six months ended October 31, 2024 and 2023, 15 and 54 shares, respectively of Series B preferred stock were converted into 250,000,000 and 652,633,230 shares of common stock in accordance with the terms set forth in the certificate of designation, therefore no gain or loss was recorded.

Warrants

A summary of warrant activity during the six months ended October 31, 2024 is presented below:

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

Outstanding, April 30, 2024		3,614,267,692	$	0.000212		4.66
Granted		5,408,823,530	$	0.0001		4.56
Cancelled / Expired		-	$	-

Outstanding, October 31, 2024		9,023,091,222	$	0.000144		4.56

During the six months ended October 31, 2024 the Company issued warrants with debt arrangements that were recorded as debt discounts: 5,408,823,530 warrants to related parties valued at $74,332 (see Note 4).

Common Stock Reserved

Combined with the 9,692,800,957 common shares outstanding as of October 31, 2024, all authorized common shares had been issued or reserved for issuance of outstanding warrants, stock options, and convertible notes payable and no common shares were available for share issuances other than those shares included in the reserves.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Legal

In the ordinary course of business, we may be, or have been, involved in legal proceedings from time to time.

Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) commenced litigation against us in a New York State Court, alleging the Company’s breach of contract, fraud, and failure to maintain and deliver shares under the convertible note previously issued by the Company to Sabby. Sabby also holds the Company’s Series B Preferred Stock and substantial warrants to purchase shares of our Common Stock. During September 2023, the court granted Sabby’s request for an order (i) granting specific performance of Sabby’s past and future requests for conversion, (ii) enjoining the Company from issuing shares of its Common Stock until it has complied with the order and (iii) directing the Company’s transfer agent to take all actions necessary to enforce the order, including reserving shares issuable upon Sabby’s conversion of its outstanding note payable.

Sabby subsequently sought and obtained a default order of contempt, entered on October 20, 2023, which among other matters cited the Company’s failure to transfer shares without restriction and to reserve a sufficient number of shares of Common Stock to honor Sabby’s potential conversions of its convertible note, Series B Preferred Stock and warrants. Upon the Company’s motion to vacate the contempt order, the court vacated the contempt order on December 5, 2023.

On May 6, 2024, Sabby filed for an order of contempt against the Company for not complying with the Court’s Order issued September 13, 2023. The Company agreed in a Stipulation Resolving Motion for Contempt filed on June 10, 2024 with Sabby to increase its authorized shares reserves to 35 billion shares and to place into reserves for Sabby conversions, 10 billion shares. On July 17, 2024, the Parties agreed to a Stipulation withdrawing the Motion for Contempt. The litigation has entered the discovery phase pursuant to the court’s orders.

The Company is in compliance with the Court’s September 13, 2023 Order.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, all subsequent events have been reported through the filing date as set forth below.

Subsequent to October 31, 2024, the Company received the second drawdown of $60,000 from a related party promissory note originally issued on October 16, 2024 for $180,000 to be funded in three drawdowns of $60,000 each.

On November 3, 2024 the Company approved an amended promissory note with a related party to extend the maturity date of the note.

In December 2024, the Company approved amended promissory notes with third parties to extend the maturity dates of the notes.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis constitute forward-looking statements for purposes of the Securities Act and the Exchange Act and as such involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect”, “estimate”, “anticipate”, “predict”, “believes”, “plan”, “seek”, “objective” and similar expressions are intended to identify forward-looking statements or elsewhere in this report. Important factors that could cause our actual results, performance or achievement to differ materially from our expectations are discussed in detail in Item 1 above. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by such factors. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Notwithstanding the foregoing, we are not entitled to rely on the safe harbor for forward looking statements under 27A of the Securities Act or 21E of the Exchange Act as long as our stock is classified as a penny stock within the meaning of Rule 3a51-1 of the Exchange Act. A penny stock is generally defined to be any equity security that has a market price (as defined in Rule 3a51-1) of less than $5.00 per share, subject to certain exceptions.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements, including the notes thereto.

Overview

Company Information and Business Plan

MMEX Resources Corporation (“MMEX”) was formed as a Nevada corporation in 2005. The current management team lead an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed in 2010 and thereafter changed the Company’s name to MMEX Mining Corporation.

MMEX is focused on the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy. We have formed three special purpose entities of the Company - one to transition from legacy refining transportation fuels by producing them as ultra clean fuels with low CO₂, a second which plans to produce blue hydrogen from natural gas with carbon capture and utilize the hydrogen to produce electric power and a third which plans to produce green hydrogen converted to green ammonia for export. These three sub-divisions will be operating respectively as Pecos Clean Fuels & Transport, LLC, Trans Permian H2Hub, LLC and Hydrogen Global, LLC. The planned projects are designed to be powered by solar and wind renewable energy.

Our portfolio contains the following pipeline of planned projects:

Pecos Clean Fuel & Transport, LLC

Project 1: Pecos Clean Fuels & Transport, LLC -Ultra Clean Fuels Refining-Pecos County, Texas

We have teamed with Polaris Engineering to develop an ultra-clean transportation fuels refinery, up to 11,600 barrel per day feedrate crude oil refining facility at our Pecos County, Texas site. The planned product slate will consist of transportation grade finished products, including zero sulfur 87° gasoline, ultra-low sulfur diesel and low-sulfur fuel oil. In addition, to finished products, the Ultra Fuel® configuration has expected criteria pollutant emissions that are on the order of 95% lower than those of a traditional refinery in the US Gulf Coast. The planned Blue Hydrogen project if implemented, will provide the refinery with Hydrogen for fuel gas and thus reduce CO₂emitting refineries in the world. The Ultra Fuels® configuration, with capex and technical details completed in the Front-End Load-2 (“FEL-2”) engineering package, features modular design features to take advantage of proximity to Permian Basin fuel markets and to locate directly near crude oil production areas near the Company’s owned 126-acre site. Because equipment is fabricated in modular units and shipped to site, this allows for an 18-month project completion time-frame and more rapid implementation. The modular concept with reduced footprint, as well as lower emissions, also allowed for faster permitting which we obtained for this facility from the Texas Commission on Environmental Quality on February 18, 2022.

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Trans Permian H2Hub, LLC

Project 1: Pecos County, Texas- Blue Hydrogen to Power Project

The Company is in planning discussions with a super major oil company (the “Super Major”) to utilize its natural gas in the Permian Basin to develop a Blue Hydrogen to Power Project at the Company’s Pecos County, Texas site. The Project plans to utilize a portion of the Super Major’s significant natural gas production and transportation from the Permian in Siemens Energy gas turbines and generators in combined cycle to produce electric power in Phase 1. In Phase 2 the natural gas will be converted into hydrogen utilizing a major international company’s reformer technology, with the gas turbines converted to utilize 100% hydrogen to generate electric power. The produced electric power in both Phases will be managed and marketed to ERCOT, the Texas power distribution hub, by the Super Major power trading desk. The project design also includes a CO₂ capture and production facility with the CO₂ marketed to another Super Major oil company. The Project plans to utilize wind and solar power as its source of energy. Additionally, the Project plans to utilize its Hydrogen production as fuel gas to the refinery, and this fuel gas will generate zero CO₂emissions from the refinery.

Hydrogen Global, LLC

Project 1: Hydrogen Global- Pecos County, Texas- Green Hydrogen Project to Green Ammonia Project

This planned project to utilize the proprietary electrolyzer technology of Siemens Energy, a major international technology provider to the Company, plans to convert water to hydrogen through electrolysis. The facility will utilize solar power, with the Company’s owned water supply to produce up to 110 tons of hydrogen production per day. The Company and Siemens have completed the Front-End Engineering and Design (“FEED”) study, which outlines the scope of the electrolyzer complex on the Company’s 321-acre site in Pecos County, Texas. The Company is in discussions with several renewable power developers to become the technology provider for 320 MW solar power component. In addition, the Company is in discussions with a major international technology provider for the Ammonia complex, for conversion of the green hydrogen to green ammonia. The project plans to transport the ammonia by rail to the Port of Corpus Christi, then to utilize planned terminal and storage facilities at the Port to load out the ammonia with a major international shipping company for export markets. The major shipper had patterned technology to re-crack the ammonia to hydrogen on board ship for the last mile delivery to the ultimate buyer.

Project 2: Hydrogen Global- Tierra del Fuego Province Argentina-Green Hydrogen Project

On April 28, 2022, the Province of Tierra del Fuego and the Company announced the potential joint development of a green hydrogen project in the Río Grande, Tierra del Fuego area powered by wind energy. The Company has signed an amendment with Siemens Energy to adapt the Green H2 electroylzer FEED Study completed for Pecos County to this Project. In addition, the Company has a preliminary understanding with Siemens Gamesa as the technology provider for the wind energy. The Company estimates the land requirement of up to 10,000 hectares for the wind farm and the Green H2 facilities. The Company plans to use the same Pecos County project major international technology provider for the Ammonia complex and the same international shipping company for the green Ammonia to be delivered to Europe or Asia and to be re-cracked to hydrogen for the last mile delivery.

Completion of these projects is dependent upon our obtaining the necessary capital for planning, construction and start-up costs. There is no assurance that such financing can be obtained on favorable terms.

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Results of Operations

Revenues

We have not yet begun to generate revenues.

General and Administrative Expenses

Our general and administrative expenses increased to $358,169 for the three months ended October 31, 2024 from $312,175 for the three months ended October 31, 2023. The increase is a result of the Company recognizing additional consultant fees during the three months ended October 31, 2024, as compared to the three months ended October 31, 2023. Our general and administrative expenses increased to $708,700 for the six months ended October 31, 2024 from $636,213 for the six months ended October 31, 2023. The increase is a result of the Company recognizing additional consultant fees during the six months ended October 31, 2024, as compared to the six months ended October 31, 2023.

Project Costs

We expense the direct costs incurred on our projects, including acquisition of rights, planning, design and permitting. The levels of spending on our projects will vary from period to period based on availability of financing. Our project costs have decreased to $0 for the three months ended October 31, 2024 from $5,482 for the three months ended October 31, 2023 and decreased to $5,430 for the six months ended October 31, 2024 from $5,482 for the six months ended October 31,2023. The decrease is a result of timing of costs on our Trans Permian H2Hub project during the three and six months ended October 31, 2024 versus the three and six months ended October 31, 2023.

Depreciation and Amortization Expense

Our depreciation and amortization expense results from the depreciation of land improvements and amortization of land easements and totaled to $9,100 for the three months ended October 31, 2024 and 2023, respectively and totaled $18,197 for the six months ended October 31, 2024 and 2023, respectively.

Other Income (Expense)

Our interest expense includes interest accrued on debt, amortization of debt discount and penalties assessed on debt. Interest expense totaled $84,165 and $108,952 for the three months ended October 31, 2024 and 2023, respectively and totaled $174,329 and $208,091 for the six months ended October 31, 2024 and 2023, respectively. The decrease in interest expense is due to new non-related party notes payable and related party notes payable in the current period, as a result of borrowing funds to assist with cash flows, containing provisions in lieu of interest. Additionally, the debt also resulted in amortization of debt discount to interest expense incurred in the period.

We reported a net gain (loss) on extinguishment of liabilities of $0 and $1,148 for the three months ended October 31, 2024 and 2023, respectively and $0 and $(752,150) for the six months ended October 31, 2024 and 2023, respectively. The gain in the prior three-month period was due to a note conversion that waived a portion of unpaid interest. The loss in the prior six-month period was due to accrued liabilities being converted into common shares that were valued in excess of the liabilities being extinguished.

We reported a net loss on extinguishment of debt of $20,013 and $0 for the three and six months ended October 31, 2024 and 2023, respectively. The loss in the current period was a result of loan modifications that met the conditions of a debt extinguishment.

Net Income (Loss)

As a result of the above, we reported net income (loss) of $(471,447) and $(434,561) for the three months ended October 31, 2024 and 2023, respectively and ($926,669) and ($1,620,133) for the six months ended October 31, 2024 and 2023, respectively.

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Liquidity and Capital Resources

Working Capital

As of October 31, 2024, we had current assets of $10,413, comprised of cash and prepaid expenses, and current liabilities of $5,699,716, resulting in a working capital deficit of $5,689,303.

Sources and Uses of Cash

Our sources and uses of cash for the six months ended October 31, 2024 and 2023 were as follows:

	2024			2023

Cash, beginning of period	$	898		$	10,363
Net cash used in operating activities		(271,585	)		(212,164	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		277,600			202,196

Cash, end of period	$	6,913		$	395

We used net cash of $271,585 in operating activities for the six months ended October 31, 2024 as a result of our net loss of $926,669, an increase in prepaid expenses of $500, offset by non-cash net expense totaling $119,905, and increases in accounts payable, accrued expenses, and accounts payable and accrued expenses - related party of $535,679.

We used net cash of $212,614 in operating activities for the six months ended October 31, 2023 as a result of our net loss of $1,620,133, offset by non-cash net expense totaling $886,558, a decrease in prepaid expenses of $18,500, and increases in accounts payable, accrued expenses, and accounts payable and accrued expenses - related party of $502,911.

Net cash used in investing activities for the six months ended October 31, 2024 and 2023 was $0.

Net cash provided by financing activities for the six months ended October 31, 2024 was $277,600, comprised of proceeds from notes payable of $7,000, proceeds from notes payable -related parties of $302,776 offset by repayments of notes payable of $16,276 and repayment of notes payable – related parties of $15,900.

Net cash provided by financing activities for the six months ended October 31, 2023 was $202,196, comprised of proceeds from notes payable of $100,000, proceeds from convertible notes payable of $50,000, proceeds from convertible note payable – related parties of $50,000 and proceeds from notes payable – related parties of $30,400 offset by repayments of notes payable of $8,614, and repayments of convertible notes payable of $19,590.

Going Concern Uncertainty

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit, and have reported negative cash flows from operations since inception. Additionally, we have a working capital deficit, therefore there is a question of whether or not we have the cash resources to meet our operating commitments for the next twelve months and have, or will obtain, sufficient capital investments to implement our business plan. Our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established and emerging markets and the competitive environment in which we operate.

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Since inception, our operations have primarily been funded through private debt and equity financing, and we expect to continue to seek additional funding through private or public equity and debt financing. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will be able to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For further information on our significant accounting policies see the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 30, 2024 filed with the SEC and Note 2 to our condensed consolidated financial statements included in this quarterly report. There were no changes to our significant accounting policies during the six months ended October 31, 2024.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Securities Exchange Act”) is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 Internal Control-Integrated Framework. Based on our evaluation, management concluded that we maintained effective internal control over financial reporting as of October 31, 2024, based on the COSO framework criteria. Management believes our processes and controls are sufficient to ensure the that the consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in accordance with U.S. GAAP.

(b) Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

Not applicable.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 19, 2024 the Company issued 250,000,000 shares of its common stock in exchange for the conversion of 15 shares of its Series B preferred stock.

ITEM 3. Defaults Upon Senior Securities

There is no information required to be disclosed by this Item.

ITEM 4. Mine Safety Disclosures

There is no information required to be disclosed by this Item.

ITEM 5. Other Information

During the quarter ended October 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. Exhibits

31.1*

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

*	Filed herewith.

**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MMEX Resources Corporation

Dated: December 16, 2024	By:	/s/ Jack W. Hanks
		Chief Executive Officer (Principal Executive Officer), President and Chief Financial Officer (Principal Financial and Accounting Officer)