CHMX NEXT ChemX Corporation (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2023

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

Commission File Number: 000-56379

 

NEXT-ChemX Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

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

 

1980 Festival Plaza Drive, Summerlin South, 300,

Las Vegas, Nevada 89135

(Address of principal executive offices, Zip Code)

 

(725) 867-0789

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of November 17, 2023 is as follows:

 

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		28,546,834

 

 

 

NEXT-ChemX Corporation

 

 

Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2023

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	F-2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	7
Signatures		8

 

 

NEXT-CHEMX CORPORATION

INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

 

Table of Contents

 

	Page
Condensed balance sheets at September 30, 2023 and December 31, 2022	F-2
Condensed Statements of Operations for the nine months ended September 30, 2023 and 2022	F-3
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the nine months ended September 30, 2023 and 2022	F-4
Condensed Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	F-5
Notes to Unaudited Condensed Financial Statements	F-6

 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

NEXT-ChemX Corporation

Condensed Balance Sheets

(Unaudited)

 

		September 30,				December 31,
		2023				2022
ASSETS
Current Assets:
Cash		$	60,890			$	28,355
Investments			101,525				-
Prepaid expense and other current assets			72,929				22,169
Total Current Assets			235,344				50,524
Property and equipment, net			13,955				17,957
Intangible asset, net			3,150,114				3,150,114
Total Non-current Assets			3,164,069				3,168,071
Total Assets		$	3,399,413			$	3,218,595
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		$	2,083,987			$	1,548,740
Other Current Liabilities			511,980				11,980
Notes payable			825,000				926,007
Due to related party			25,132				-
Total Current Liabilities			3,446,099				2,486,727
Total Liabilities		$	3,446,099			$	2,486,727
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding			-				-
Common stock, $0.001 par value, 100,000,000 shares authorized, 28,546,834 and 28,058,535 shares issued and outstanding, respectively			28,547				28,347
Additional paid-in capital			5,396,053				4,396,253
Accumulated deficit			(5,471,286	)			(3,692,732	)
Total Stockholders’ Equity (Deficit)			(46,686	)			731,868
Total Liabilities and Stockholders’ Equity (Deficit)		$	3,399,413			$	3,218,595

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

NEXT-ChemX Corporation

Condensed Statements of Operations

(Unaudited)

 

		For the three months ended								For the nine months ended
		September 30,								September 30,
		2023				2022				2023				2022
Revenues			-				-				-				-
Operating expenses
General and administrative			403,435				387,859				1,421,663				1,200,269
Total operating expenses			403,435				387,859				1,421,663				1,200,269
Income (loss) from operations			(403,435	)			(387,859	)			(1,421,663	)			(1,200,269	)
Other income (expense)
Other income (expense)			(500,000	)			-				(296,947	)			-
Interest expense			(19,422	)			(13,591	)			(59,944	)			(43,596	)
Net other Income (expense)			(519,422	)			(13,591	)			(356,891	)			(43,596	)
Net income (loss)			(922,857	)			(401,450	)			(1,778,554	)			(1,243,865	)
Net income (loss) per common share: Basic and diluted			(0.03	)			(0.01	)			(0.06	)			(0.04	)
Weighted average number of common shares outstanding: Basic and diluted			28,495,747				27,998,211				28,439,508				27,661,631

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

NEXT-ChemX Corporation

Condensed Statement of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

 

For the three, six and the Nine Months Ended September 30, 2023

 

		Common Stock								Additional Paid-in				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Deficit
Balance December 31, 2022			28,346,834			$	28,347			$	4,396,253			$	(3,692,732	)		$	731,868
Stock Issuances to 3rd Party			100,000				100				499,900								500,000
Net loss															(457,973	)			(457,973	)
Balance March 31, 2023			28,446,834			$	28,447				4,896,153			$	(4,150,705	)			773,895
Net Income							-				-				(397,724	)			(397,724	)
Balance June 30, 2023			28,446,834			$	28,447			$	4,896,153			$	(4,548,429	)			376,171
Stock Issuances to 3rd Party			100,000				100				499,900								500,000
Net Income															(922,857	)			(922,857	)
Balance September 30, 2023			28,546,834			$	28,547			$	5,396,053			$	(5,471,286	)		$	(46,686	)

 

For the three, six and the Nine Months Ended September 30, 2022

 

		Common Stock								Additional Paid-in				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Deficit
Balance December 31, 2021			27,385,437			$	27,385			$	3,634,034			$	(1,948,933	)		$	1,712,486
Net loss							-				-				(387,890	)			(387,890	)
Balance March 31, 2022			27,385,437			$	27,385			$	3,634,034			$	(2,336,823	)		$	1,324,596
Stock issued on conversion of 3rd party Loans			468,487				468				350,893								351,361
Stock issued on conversion of related party loans			60,459			$	60			$	60,399								60,459
Net loss															(454,525	)			(454,525	)
Balance June 30, 2022			27,914,383			$	27,914			$	4,045,325			$	(2,791,348	)		$	1,281,891
Balance			27,914,383			$	27,914			$	4,045,325			$	(2,791,348	)		$	1,281,891
Stock issued on conversion of 3rd party loans			144,152				144				107,967								108,111
Net loss											-				(401,450	)			(401,450	)
Net Income (loss)											-				(401,450	)			(401,450	)
Balance September 30, 2022			28,058,535			$	28,058			$	4,153,292			$	(3,192,798	)		$	988,522
Balance			28,058,535			$	28,058			$	4,153,292			$	(3,192,798	)		$	988,522

 

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

 

 

NEXT-ChemX Corporation

Condensed Statements of Cash Flows

(Unaudited)

 

		For the nine months ended
		September 30,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)		$	(1,778,554	)		$	(1,243,865	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			4,002				3,826
Other income received in form Shares of Stocks			(203,050	)			-
Consultant commission paid in third party stock			101,525				-
Other Expense paid in stocks			500,000
Changes in Operating Assets and Liabilities:
Prepaid expenses			(50,760	)			(1,300	)
Accounts payable and accrued liabilities			1,060,379				752,474
Net cash provided by (used in) operating activities			(366,458	)			(488,865	)
INVESTING ACTIVITIES
Purchase of property and equipment			-				(1,577	)
Net cash provided by (used in) investing activities			-				(1,577	)
FINANCING ACTIVITIES
Proceeds from the Stock Issuance of Common Stocks			500,000				-
Proceeds from convertible notes payable - related party			-				60,000
Net proceeds from notes payable			345,000				456,007
Repayment of related party loans			-				(5,900	)
Repayment of notes payable			(446,007	)			(30,000	)
Net cash provided by (used in) financing activities			398,993				480,107
Net increase (decrease) in cash			32,535				(10,335	)
Cash, beginning of year			28,355				10,429
Cash, end of the period		$	60,890			$	94
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax		$	-			$	-
Interest		$	37,212			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common Stock issued on Conversion of 3rd party loan		$	-			$	459,472
Common stock issued on conversion of related party notes payable and accrued interest		$	-			$	60,459

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

NEXT-ChemX Corporation

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2023

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

 

Organization and Description of Business

 

NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (“Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014 and has adopted a December 31 fiscal year end. The Company trades on the OTC market (Pink Sheet) under the symbol “CHMX”. In December 23, 2021, the Company filed SEC Form 8 A12G becoming a mandatory filer and has since complied with the reporting requirements of the Securities Exchange Commission as a reporting issuer.

 

Since April 2021, following a complete change of the Company’s shareholders, management, assets and strategy, the business of the Company is the commercialization of a novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”) as further described in Note 5 below. The iTDE Technology is embodied in certain patents and patent applications as well as proprietary know-how.

 

The primary focus of the Company is the commercial launch of its iTDE Technology in a scalable system, deployable remotely to customer locations, that will enable the commercial extraction of lithium from natural brines and geothermal sources as well as liquors from leached mined ore solutions. Other potential future commercial applications for the iTDE Technology include:

 

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

 

During the third quarter of 2023, the Company has continued to manage the construction of the 2 pilot plant systems that will form the basis of its ongoing commercialization efforts by demonstrating the scalability of the system for commercial purposes, by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capability commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium.

 

The smaller system is designed to facilitate work on refinement of the basic iTDE system by enabling, in particular, changes to sensor types and positions as well as adaptations to its other relevant systems. It is anticipated this will contribute to improvements in efficiency and assist in the modelling of the process for commercial implementation, enabling changes that will reduce the cost and improve the economics of the process. The inherent flexibility of the design also allows the Company to carry out its research into the extraction of other elements, and thereby to explore the commercial viability of the extraction of other elements.

 

The completion of the systems has been further delayed due to the long lead times for certain sensors and other necessary systems as well as a lack of funding in place. The present estimate for the completion of the first system is early in the first quarter of this year.

 

In the third Quarter, the Company closed its laboratories in the incubator facility run by the University of Illinois that would not be properly adapted to handling the operation of the pilot plants. The Company is seeking new premises that will be able to handle the import and storage of large quantities of chemicals and customer brines. The opening of the new facility is anticipated to coincide with the completion of the first pilot plant.

 

F-6

 

The Company anticipates first running extraction tests on brine solutions mixed with controlled defined quantities of elements that approximate the naturally occurring brines of potential customers. The Company has already received brine samples from Clontarf Energy plc, a UK AIM listed company with whom the Company concluded an agreement to iTDE Technology in Bolivia through a jointly established commercial venture. The composition of these brines will be the basis for modeling these controlled samples. This initial calibration of the system should provide a better baseline for the testing before proceeding to operate with actual brines. Subsequent testing of the naturally occurring brines on which the test samples were devised will then contribute to a better understanding of how the process copes with impurities and other elements.

 

The Company continues to pursue its intellectual property protection strategy with testing and development to support a strong protection profile.

 

NOTE 2 – GOING CONCERN

 

The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $ 5,471,286 as of September 30, 2023. Until such time as the pilot plant is completed and the Company can commence the normal commercialization of its technology, further losses are anticipated. Management anticipates more losses before the exploitation of the system can be expected to break-even or to turn a profit. For the nine months ended September 30, 2023, the Company showed a net loss of $1,778,554, as compared with the loss of $1,243,865 for the nine months ended September 30, 2022. The net cash used in operating activities of the Company during the nine months ended September 30, 2023 and 2022 was $366,458 and $488,865, respectively. Notwithstanding the receipt of the first remuneration from the commencement of the commercialization of the Company’s main asset, its iTDE Technology, there remains a substantial doubt regarding the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the continuing and expanding success of the Company’s development efforts. However, management expects at present that the Company will require additional capital.

 

In the first quarter of 2023, the Company launched a private placement offering (“March PPO”). The March PPO targets qualified investors and is anticipated to raise up to $2.5 million to cover development plans to enable the Company to demonstrate the iTDE Technology’s commercial viability and to showcase its advantages. The Company received $500,000 at the end of the first quarter of 2023 as part of the March PPO but as at September 30, has not closed on additional funding.

 

The Company will need to complete the financing of a minimum of $2 million under the present offering and may be required to increase the upper limit of the March PPO if further delays in closing occur. There is no assurance, however, that the March PPO financing will close or that other financing will be available in the future. The possible inability to raise the financing necessary and the general business uncertainties and particular conditions and situation described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

From the anticipated receipts of the March PPO, the Company must discharge outstanding payables of $168,637 and a further $365,200 in accrued expenses together with a total of $110,736 in payables for salary, remuneration and expenses. In addition, the Company should pay $142,000 in salary to senior executives that was deferred but will fall due only on or before December 8, 2023, with remaining amounts due to the same executives as at September 30, 2023 being payable only after August 15, 2024.

 

During the third quarter 2023, the Company agreed to extend the repayment dates for 5 of its loans totaling $575,000 by one year. As a result, the Company will commence debt repayments in the third quarter 2024 with the repayment of $250,000. A further $500,000 will fall due in the fourth quarter 2024 with the remainder due in 2025. Covering the payables of $786,573 due on or before December 8, 2023 will leave a significant amount of operating capital available for ongoing operations, completion the pilot plant and the commencement of the marketing of the iTDE System during the fourth quarter of 2023. The Company anticipates that with the completion of its pilot plant during the first quarter of 2024 it will be able to generate income to support the business with revenues generated from the deployment of its iTDE System commercially.

 

F-7

 

Ultimately, the ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or the private placement of common stock. However, there can be no assurances that management’s plans will be successful.

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Interim Financial Statements

 

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2022.

 

Use of Estimates

 

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

 

Intangible asset

 

The iTDE Technology is classified as an indefinite intangible asset by the Company based on it being a fundamental stem technology that has applications in numerous fields and that is anticipated to give rise to other applications and techniques. As a result, no amortization has been recorded against the asset which remains at its October 1, 2021 value of $3,150,114 (see Note 5 to these unaudited condensed financial statements). The Company carries out regular assessments of the iTDE Technology to identify if its value is impaired in any way, (i) on an annual basis and (ii) if, in the opinion of Management, there exists any reason external or internal why the asset might be impaired. In the opinion of management, as at the date of this report, there exists no reason external or internal why the asset might be impaired.

 

Revenue Recognition

 

The Company utilizes a five-step process when assessing the recognition of revenue from contractual obligations.

 

	(i)	Identification of the type and binding nature of the contract as well as an identification and assessment of the goods and services undertaken with specific reference to the intangible nature of the intellectual property rights sold;
	(ii)	Identification of specific performance obligations within the overall contract that are distinct.
	(iii)	Determination of the specific price or value of the specific performance obligation.
	(iv)	Allocation of the transaction price or value of a specific performance obligation; and
	(v)	Determination of the moment the obligation undertaken is delivered or performance is satisfied.

 

F-8

 

NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets amounted to $72,929 as at September 30, 2023, it was increased from the $22,169 reported as at December 31, 2022. This represents an increase of $50,760 during the period. Prepaid expenses comprise a $1,600 deposit on the rental of laboratory facilities and a $600 deposit under a consultancy agreement, both unchanged. The remainder comprises advance payments for the purpose of filing for intellectual property protection. Payments are made in trust to our IP attorneys through whom amounts are disbursed when required. The trust account is replenished when needed.

 

NOTE 5 – PRINCIPAL ASSET (iTDE TECHNOLOGY)

 

The Company’s principal asset is the certain indefinite intangible intellectual property, comprising specifically certain patents and patent applications along with the existing and developing knowhow, relating to a novel extraction process proven capable of removing ions from solution using hollow fiber membranes (the “Extraction Technology”). The technology represents, in the opinion of management, an entirely novel approach to the process of extraction of ions that is anticipated to be cheaper, more efficient and less damaging to the environment. Following an assessment of the Extraction Technology carried out at the end of Q3, 2021, it was determined that the Extraction Technology had an indefinite useful life. The said indefinite, intangible asset will not be amortized; however, the value of the Asset will be examined for impairment periodically in accordance with ASC 350. At September 30, 2023, the Extraction Technology is valued on the balance sheet at $3,150,114.

 

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

As of September 30, 2023 and December 31, 2022, accounts payable and accrued liabilities consisted of as follows,

 

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		September 30,				December 31
		2023				2022
Accounts payable and accrued expenses		$	573,728			$	471,567
Accrued payroll			1,461,547				1,051,192
Accrued interest			48,712				25,981
Total		$	2,083,987			$	1,548,740

 

NOTE 7 – CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS

 

During the nine months ended September 30, 2023, the Company did not issue any new convertible notes and there are no convertible notes outstanding.

 

As of December 31, 2022, the Company had a total of ten outstanding promissory notes, all issued during 2022 and having an aggregate value of $426,007. Each of these promissory notes was issued with a term of one-year term and pays 8% interest annually in arrears. During the nine months ending September 30, 2023, the Company repaid the principal and interest on all the promissory notes having an aggregated value of $426,007 as they became due. The Company did not issue any new promissory notes during the three months ending September 30, 2023.

 

As of December 31, 2022, the Company had three outstanding loans with an aggregate value of $500,000. Each of these loans is repayable in one year and pays 10% interest annually in arrears. The Company contracted a further two loans during the nine months ending September 30, 2023 with an aggregate value of $125,000. Each of these loans is repayable in one year and pays 10% interest annually at maturity.

 

During the nine months ended September 30, 2023, the Company recognized interest expense on its loans and promissory notes of $59,944.

 

F-9

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

The Company continues to rely on advances from related parties in support of its operations and cash requirements and this is expected to continue until such time as the Company can support itself or attain adequate financing through sales of equity or debt financing. Most of this support took the form of the nonpayment of all or a portion of salary payments to senior Directors, Officers, consultants and employees, effectively constituting a deferred debt payment to such persons.

 

As at September 30, 2023, directors, officers and employees, including full time consultants, were owed a total of $1,549,043 for salaries, remuneration and expenses. Of this $1,475,149 is owed to five senior officers and employees (“Senior Managers”).

 

Four Senior Managers of the Company have agreed not to receive payment for the majority of the outstanding indebtedness due to them at September 30, 2023. Only $162,000 of their current indebtedness will be payable on or before Friday, December 8, 2023, the remainder being deferred until the Company is in a better financial condition but not before the earlier of August 15, 2024 or the date on which the Board of Directors shall decide to make payment prior to that date. Interest will begin to accrue on outstanding unpaid indebtedness that is past due for ninety days on July 1, 2023 at a rate of 8% per annum.

 

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 and 5,000,000 shares of preferred stock with a par value of $0.001. There was no preferred stock issued and outstanding as of September 30, 2023.

 

On September 30, 2023, there were 28,546,834 shares of common stock outstanding.

 

During the nine months ended September 30, 2023, the Company issued 200,000 shares of common stock. 100,000 shares of common stock were issued to two existing shareholders as part of an exempt private placement of the Company’s shares. The private placement offering is ongoing and is now scheduled to close on December 29, 2023 at which time the Company expects to have raised 2.5 million at $5 per share. An additional 100,000 shares of common stock were issued during of three months ending September 30, 2023 to a UK publicly traded company in compliance with certain contractual obligations of the Company.

 

During the nine months ended September 30, 2023, the Company issued no options under the Company’s 2021 Stock Incentive Plan (the “Plan”).

 

During the nine months ended September 30, 2023, the Company issued no convertible debt exchangeable into shares of common stock.

 

NOTE 10 – SUBSEQUENT EVENTS

 

The Company has evaluated events occurring subsequent to the balance sheet date through the date these unaudited condensed financial statements were issued and determined there are no additional events requiring disclosure.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Caution Regarding Forward-Looking Information

 

This Quarterly Report on Form 10-Q, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.

 

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

Overview

 

The Company was organized on August 13, 2014 as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes. The Company’s registered address is 3773 Howard Hughes Pkwy STE 500S, Las Vegas, NV, 89169, USA, and its principal office is located at 1980 Festival Plaza Drive, Summerlin South, 300, Las Vegas, NV 89135.

 

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

 

Overview of the Business

 

Since April 27, 2021, the Company has changed it business entirely with the acquisition of intellectual property assets related to a novel membrane-based ion extraction process (“iTDE Technology”), which is able to extract ions exiting in low concentrations from liquid solutions. The iTDE Technology is now being used in Laboratory pilot testing to enable the Company to produce its first commercial prototypes using the novel the Extraction method. The iTDE Technology allows for the removal of ions from solution: without concentration by evaporation (significantly preserving the water resources); without pressure or additional heating (reducing energy costs); and targets the specific ions to be extracted (reducing the need for further operations and increasing the potential for the sale of other ions present in the solution). On account of the reduced interference with the environment, the lower energy costs and the lack of a need for large evaporation ponds, management considers the iTDE Technology to be more environmentally friendly and sustainable when compared to alternatives.

 

The iTDE Technology has been shown effective when extracting lithium from brine solutions or mine leach solutions, and to have significant potential in the following applications: extracting fatty acids from vegetable oils as a superior refining process; extracting glycerides from biodiesel as a superior purification process; extracting radioactive ions from nuclear waste waters; extracting specific metal ions from mine leach solutions and waste effluents; and to remove salts from seawater for desalination, among other things.

 

Currently, the primary focus of the business is on completion of the 2 pilot plants embodying the iTDE Technology system that will enable the demonstration of the extraction system for the extraction of lithium, calcium, magnesium, boron, and certain other elements. The first, smaller system, will provide greater flexibility to optimize and extend the reach of the process, allowing for replacement of sensor systems and variation of process parameters. The second system will use the current design enabling higher throughputs and a better processing ability for marketing purposes. It is expected that these pilot plants will not only demonstrate the system and its ability to target lithium using naturally occurring brines and liquors (solutions of crushed ores), but also provide a platform to optimize the extraction process and extend the extraction to other elements. The plants will enable the Company to establish the percentage level of extraction as well as the purity of the extracted elements and the chemical form of the extracted elements. This in turn will give a clear indication of the economics of the process.

 

The Company believes it has the ability of the system to scale up due to its modular configuration: adding more units increases the extraction potential. It is expected therefore that, following successful completion and trial and calibration of the iTDE System pilot plant, the Company will launch the commercial testing and deployment of its system that will enable the commercial deployment of the system.

 

 

During the second quarter it became clear that the existing laboratory facilities would not be able to handle the installation of the pilot plants and to manage the storage and utilization of the chemicals necessary to manage the commercial trials of the system. The Company is actively searching for alternatives in a suitable location that will provide a better base moving forward. In this respect, the Company also took the decision to relocate its operation in Nevada pending a decision as to where the optimal site would be to unite all its operations in one central location.

 

Impact of Events in Ukraine

 

The Company still retains a small presence in Ukraine. While no further research and development is conducted in Ukraine, the Company hopes to restart its programs in Kyiv following resolution of the ongoing conflict. In particular, the analysis of the effectiveness of the iTDE Technology in extracting radioactive contaminants as well as the refining of sunflower oil are ideally located in Ukraine.

 

Current events in Ukraine do not have any material effect on the Company’s business which is currently focused on lithium and certain other extraction possibilities.

 

Results of Operations

 

The following table summarizes the results of our operations during the three months ended September 30, 2023 and 2022, respectively:

 

		Three Months Ended
		September 30,
		2023				2022				Change
Revenues		$	-			$	-			$	-
Operating expenses			403,435				387,859				15,576
Other (Income) expense			519,422				13,591				505,831
Net profit (loss)			(922,857	)			(401,450	)			521,407
Profit (Loss) per share of common stock			(0.03	)			(0.01	)			0.02

 

The following table summarizes the results of our operations during the nine months ended September 30, 2023 and 2022, respectively:

 

		Nine Months Ended
		September 30,
		2023				2022				Change
Revenues		$	-			$	-			$	-
Operating expenses			1,421,663				1,200,269				221,394
Other (Income) expense			356,891	)			43,596				313,295
Net profit (loss)			(1,778,554	)			(1,243,865	)			534,689
Profit (Loss) per share of common stock			(0.06	)			(0.04	)			0.02

 

During the third quarter of 2023, operating expenses rose very sharply when compared to the same period of 2022. This was directly related to work on the iTDE System pilot plant, that necessitated payment of construction deposits and down payments. The Company also repaid certain indebtedness under promissory notes that became due and has seen minor increases in payroll and consulting expenses as well as the cost of certain third-party experts including its intellectual property managers and auditors. Other expenses remain broadly the same.

 

During the third quarter, the sale of exclusive rights to use the Company’s iTDE Technology in Bolivia offset the additional costs and reduced the impact of operating expense.

 

 

Liquidity and Capital Resources

 

As of September 30, 2023, we had total current assets of $235,344 and an accumulated deficit of $5,471,286.

 

Our operating activities used $366,458 in cash for the nine months ended September 30, 2023, while our operations used $488,865 cash in the nine months ended September 30, 2022. During the period, the Company has focused attention on the work necessary to complete the pilot plants. Strategically it was considered necessary to complete the pilot plants to enable the Company to move to the next stage of its marketing plan: to demonstrate the system and its extraction economics to potential users. The Company currently has several companies interested in testing the system using their brines and these tests will consume a considerable amount of time once the pilot plants are ready to process. Management considers it preferable to focus on this work, and this has led to an overall reduction in expenses prior to reengaging in other activities.

 

Our cash requirements continue to be primarily for the manufacture of the iTDE System pilot plant with the purchase of equipment and materials as well as the operating expenses for the development of pilot plant systems, as well as our payroll, intellectual and other expense. During the next 6 months, it is planned that the Company open new corporate offices and commence the organization of its initial production facility.

 

The Company received $500,000 during the nine months ended September 30, 2023, from the sale of certain rights to use its intellectual property. No revenues or other income were recorded during the period or in the prior year same period.

 

In addition, certain key members of management have agreed to defer their salaries until 2024 when it is anticipated that the pilot plants will be fully operational and the marketing of the technology properly advanced.

 

Despite the receipt of cash for the sale of certain intangible rights to the Company’s technology and a reduction in expenses, management believes that the Company’s cash on hand will not be sufficient to fund all Company obligations and commitments for the next twelve months. The Company has reached the stage in its development when it requires significant additional financing to be able to bring the first of its extraction processes to market. On March 20, 2023, the Company launched its March PPO seeking to raise $2.5 million at $5 per share. The Company closed immediately on the first $500,000 under this offering and hopes to complete the March PPO financing before the end of the fourth quarter 2023.

 

Historically, we have depended on investment from our principal shareholders and their affiliated companies to provide us with working capital as required. There is no guarantee that such funding will be available when required and there can be no assurance that our stockholders, or any of them, will continue making loans or advances to us in the future.

 

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 or capital expenditures or capital resources that is material to an investor in our securities.

 

Seasonality

 

Our operating results are not affected by seasonality.

 

Inflation

 

The Company has in the past used funding from debt convertible equity as its primary source of funding. In the event of a high inflationary environment, this method of funding may become more expensive and may be less readily available. Our core business and operating results are not affected in any material way by inflation.

 

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position. Our critical accounting estimates are more fully discussed in Note 2 to our unaudited financial statements contained herein.

 

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4 - Controls and Procedures

 

Disclosure of Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s chief executive officer (who is the Company’s principal executive officer) and the Company’s President (who is the Company’s chief operating officer) as well as its Financial Officer (the Company’s principal financial officer) to allow for timely decisions regarding required disclosure. At present one person combines the roles of President and Chief Financial Officer. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company’s disclosure controls and procedures was due to material weaknesses identified in the Company’s internal control over financial reporting, described below.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. To evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company’s principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

 

Based on this evaluation, the Company’s management concluded its internal control over financial reporting, while significantly improved, was still not effective as of September 30, 2023.

 

Changes in Internal Control Over Financial Reporting

 

Principal financial control is managed by the Company’s controller who maintains the accounts under the supervision of the Chief Financial Officer. At present the Company still relies on advances by officers and employees using their own means of payment to fund the Company, these are then repaid against an accounting of such expense. The Company plans to issue its own means of payment in the future that would improve efficiency and transparency. To this end the Company changed its bankers during the course of the third quarter 2023. While we believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any Company have been detected, the Company continues to improve its control environment with a view to establishing an effective control environment and to satisfying the Company auditors of the same.

 

 

PART II

OTHER INFORMATION

 

Item 1 - Legal Proceedings

 

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

 

Item 1A – Risk Factors

 

Not applicable.

 

Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds

 

None.

 

Item 3 - Defaults upon Senior Securities

 

None

 

Item 4 - Mine Safety Disclosures

 

Not applicable.

 

Item 5 - Other Information

 

None

 

ITEM 6. EXHIBITS.

 

The following exhibits are filed as part of this report or incorporated by reference:

 

Exhibit No.		Description
31.1*		Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

 

* Filed herewith

** Furnished herewith

 

 

SIGNATURES

 

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

 

Date: November 20, 2023	NEXT-ChemX Corporation
	By:	/s/ Benton Wilcoxon
		Benton Wilcoxon
		Chief Executive Officer
		(Principal Executive Officer)

 

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, Benton Wilcoxon, certify that:

 

1.	I have reviewed this Form 10-Q of NEXT-ChemX Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 20, 2023	By:	/s/ Benton Wilcoxon
		Benton Wilcoxon
		Principal Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, J. Michael Johnson, certify that:

 

1.	I have reviewed this Form 10-Q of NEXT-ChemX Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 20, 2023	By:	/s/ J. Michael Johnson
		J. Michael Johnson
		Principal Financial Officer

 

 

 

Exhibit 32.1

 

CERTIFICATIONS OF 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

 

In connection with this Quarterly Report of NEXT-ChemX Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Benton Wilcoxon, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

	(1)	Such Quarterly Report on Form 10-Q for the period ended September 30, 2023, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2023, fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 20, 2023	By:	/s/ Benton Wilcoxon
		Benton Wilcoxon
		Chief Executive Officer
		(Principal Executive Officer)

 

In connection with this Quarterly Report of NEXT-ChemX Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, J. Michael Johnson, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

	(1)	Such Quarterly Report on Form 10-Q for the period ended September 30, 2023, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2023, fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 20, 2023	By:	/s/ J. Michael Johnson
		J. Michael Johnson
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

 

 

v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 17, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-56379
Entity Registrant Name	NEXT-ChemX Corporation
Entity Central Index Key	0001657045
Entity Tax Identification Number	32-0446353
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1980 Festival Plaza Drive
Entity Address, Address Line Two	Summerlin South, 300
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	(725)
Local Phone Number	867-0789
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		28,546,834

v3.23.3

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 60,890	$ 28,355
Investments	101,525
Prepaid expense and other current assets	72,929	22,169
Total Current Assets	235,344	50,524
Property and equipment, net	13,955	17,957
Intangible asset, net	3,150,114	3,150,114
Total Non-current Assets	3,164,069	3,168,071
Total Assets	3,399,413	3,218,595
Current Liabilities:
Accounts payable and accrued liabilities	2,083,987	1,548,740
Other Current Liabilities	511,980	11,980
Notes payable	825,000	926,007
Due to related party	25,132
Total Current Liabilities	3,446,099	2,486,727
Total Liabilities	3,446,099	2,486,727
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.001 par value, 100,000,000 shares authorized, 28,546,834 and 28,058,535 shares issued and outstanding, respectively	28,547	28,347
Additional paid-in capital	5,396,053	4,396,253
Accumulated deficit	(5,471,286)	(3,692,732)
Total Stockholders’ Equity (Deficit)	(46,686)	731,868
Total Liabilities and Stockholders’ Equity (Deficit)	$ 3,399,413	$ 3,218,595

v3.23.3

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	28,546,834	28,058,535
Common stock, shares outstanding	28,546,834	28,058,535

v3.23.3

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues
Operating expenses
General and administrative	403,435	387,859	1,421,663	1,200,269
Total operating expenses	403,435	387,859	1,421,663	1,200,269
Income (loss) from operations	(403,435)	(387,859)	(1,421,663)	(1,200,269)
Other income (expense)
Other income (expense)	(500,000)		(296,947)
Interest expense	(19,422)	(13,591)	(59,944)	(43,596)
Net other Income (expense)	(519,422)	(13,591)	(356,891)	(43,596)
Net income (loss)	$ (922,857)	$ (401,450)	$ (1,778,554)	$ (1,243,865)
Earnings per share, basic	$ (0.03)	$ (0.01)	$ (0.06)	$ (0.04)
Earnings per share, diluted	$ (0.03)	$ (0.01)	$ (0.06)	$ (0.04)
Weighted average number of shares outstanding, basic	28,495,747	27,998,211	28,439,508	27,661,631
Weighted average number of shares outstanding, diluted	28,495,747	27,998,211	28,439,508	27,661,631

v3.23.3

Condensed Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 27,385	$ 3,634,034	$ (1,948,933)	$ 1,712,486
Balance, shares at Dec. 31, 2021	27,385,437
Net Income (loss)			(387,890)	(387,890)
Balance at Mar. 31, 2022	$ 27,385	3,634,034	(2,336,823)	1,324,596
Balance, shares at Mar. 31, 2022	27,385,437
Balance at Dec. 31, 2021	$ 27,385	3,634,034	(1,948,933)	1,712,486
Balance, shares at Dec. 31, 2021	27,385,437
Net Income (loss)				(1,243,865)
Balance at Sep. 30, 2022	$ 28,058	4,153,292	(3,192,798)	988,522
Balance, shares at Sep. 30, 2022	28,058,535
Balance at Mar. 31, 2022	$ 27,385	3,634,034	(2,336,823)	1,324,596
Balance, shares at Mar. 31, 2022	27,385,437
Net Income (loss)			(454,525)	(454,525)
Stock issued on conversion of 3rd party loans	$ 468	350,893		351,361
Stock issued on Conversion of 3rd Party Loan, shares	468,487
Stock issued on conversion of related party loans	$ 60	60,399		60,459
Stock issued on conversion of related party loans, shares	60,459
Balance at Jun. 30, 2022	$ 27,914	4,045,325	(2,791,348)	1,281,891
Balance, shares at Jun. 30, 2022	27,914,383
Net Income (loss)			(401,450)	(401,450)
Stock issued on conversion of 3rd party loans	$ 144	107,967		108,111
Stock issued on Conversion of 3rd Party Loan, shares	144,152
Balance at Sep. 30, 2022	$ 28,058	4,153,292	(3,192,798)	988,522
Balance, shares at Sep. 30, 2022	28,058,535
Balance at Dec. 31, 2022	$ 28,347	4,396,253	(3,692,732)	731,868
Balance, shares at Dec. 31, 2022	28,346,834
Stock Issuances to 3rd Party	$ 100	499,900		500,000
Stock Issuances to 3rd Party, shares	100,000
Net Income (loss)			(457,973)	(457,973)
Balance at Mar. 31, 2023	$ 28,447	4,896,153	(4,150,705)	773,895
Balance, shares at Mar. 31, 2023	28,446,834
Balance at Dec. 31, 2022	$ 28,347	4,396,253	(3,692,732)	$ 731,868
Balance, shares at Dec. 31, 2022	28,346,834
Stock Issuances to 3rd Party, shares	100,000			200,000
Net Income (loss)				$ (1,778,554)
Balance at Sep. 30, 2023	$ 28,547	5,396,053	(5,471,286)	(46,686)
Balance, shares at Sep. 30, 2023	28,546,834
Balance at Mar. 31, 2023	$ 28,447	4,896,153	(4,150,705)	773,895
Balance, shares at Mar. 31, 2023	28,446,834
Net Income (loss)			(397,724)	(397,724)
Balance at Jun. 30, 2023	$ 28,447	4,896,153	(4,548,429)	376,171
Balance, shares at Jun. 30, 2023	28,446,834
Stock Issuances to 3rd Party	$ 100	499,900		500,000
Stock Issuances to 3rd Party, shares	100,000
Net Income (loss)			(922,857)	(922,857)
Balance at Sep. 30, 2023	$ 28,547	$ 5,396,053	$ (5,471,286)	$ (46,686)
Balance, shares at Sep. 30, 2023	28,546,834

v3.23.3

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$ (1,778,554)	$ (1,243,865)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,002	3,826
Other income received in form Shares of Stocks	(203,050)
Consultant commission paid in third party stock	101,525
Other Expense paid in stocks	500,000
Changes in Operating Assets and Liabilities:
Prepaid expenses	(50,760)	(1,300)
Accounts payable and accrued liabilities	1,060,379	752,474
Net cash provided by (used in) operating activities	(366,458)	(488,865)
INVESTING ACTIVITIES
Purchase of property and equipment		(1,577)
Net cash provided by (used in) investing activities		(1,577)
FINANCING ACTIVITIES
Proceeds from the Stock Issuance of Common Stocks	500,000
Proceeds from convertible notes payable - related party		60,000
Net proceeds from notes payable	345,000	456,007
Repayment of related party loans		(5,900)
Repayment of notes payable	(446,007)	(30,000)
Net cash provided by (used in) financing activities	398,993	480,107
Net increase (decrease) in cash	32,535	(10,335)
Cash, beginning of year	28,355	10,429
Cash, end of the period	60,890	94
Cash paid during the period for:
Income tax
Interest	37,212
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common Stock issued on Conversion of 3rd party loan		459,472
Common stock issued on conversion of related party notes payable and accrued interest		$ 60,459

v3.23.3

ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS   Organization and Description of Business   NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (“Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014 and has adopted a December 31 fiscal year end. The Company trades on the OTC market (Pink Sheet) under the symbol “CHMX”. In December 23, 2021, the Company filed SEC Form 8 A12G becoming a mandatory filer and has since complied with the reporting requirements of the Securities Exchange Commission as a reporting issuer.   Since April 2021, following a complete change of the Company’s shareholders, management, assets and strategy, the business of the Company is the commercialization of a novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”) as further described in Note 5 below. The iTDE Technology is embodied in certain patents and patent applications as well as proprietary know-how.   The primary focus of the Company is the commercial launch of its iTDE Technology in a scalable system, deployable remotely to customer locations, that will enable the commercial extraction of lithium from natural brines and geothermal sources as well as liquors from leached mined ore solutions. Other potential future commercial applications for the iTDE Technology include:     ● Extracting Fatty Acids from Vegetable Oils for More Economical Refining;   ● Extracting of Radioactive Ions from Nuclear Plant Stored Water;   ● Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings; and   ● Desalination of Sea Water, by Extracting Ions for Water Purification   During the third quarter of 2023, the Company has continued to manage the construction of the 2 pilot plant systems that will form the basis of its ongoing commercialization efforts by demonstrating the scalability of the system for commercial purposes, by providing actual commercial data to define typical running costs, and by generating commercial interest by processing samples supplied by potential customers to demonstrate the iTDE technology’s capability commercially. The two planned systems include (i) a smaller flexible system utilizing the iTDE Technology that will enable the processing of solutions containing lithium to demonstrate the commercial viability of the system; and (ii) a larger system that will handle the processing of industrial quantities of brines, better demonstrating the scalability and performance of the system when used commercially to extract lithium.   The smaller system is designed to facilitate work on refinement of the basic iTDE system by enabling, in particular, changes to sensor types and positions as well as adaptations to its other relevant systems. It is anticipated this will contribute to improvements in efficiency and assist in the modelling of the process for commercial implementation, enabling changes that will reduce the cost and improve the economics of the process. The inherent flexibility of the design also allows the Company to carry out its research into the extraction of other elements, and thereby to explore the commercial viability of the extraction of other elements.   The completion of the systems has been further delayed due to the long lead times for certain sensors and other necessary systems as well as a lack of funding in place. The present estimate for the completion of the first system is early in the first quarter of this year.   In the third Quarter, the Company closed its laboratories in the incubator facility run by the University of Illinois that would not be properly adapted to handling the operation of the pilot plants. The Company is seeking new premises that will be able to handle the import and storage of large quantities of chemicals and customer brines. The opening of the new facility is anticipated to coincide with the completion of the first pilot plant.     The Company anticipates first running extraction tests on brine solutions mixed with controlled defined quantities of elements that approximate the naturally occurring brines of potential customers. The Company has already received brine samples from Clontarf Energy plc, a UK AIM listed company with whom the Company concluded an agreement to iTDE Technology in Bolivia through a jointly established commercial venture. The composition of these brines will be the basis for modeling these controlled samples. This initial calibration of the system should provide a better baseline for the testing before proceeding to operate with actual brines. Subsequent testing of the naturally occurring brines on which the test samples were devised will then contribute to a better understanding of how the process copes with impurities and other elements.   The Company continues to pursue its intellectual property protection strategy with testing and development to support a strong protection profile.

v3.23.3

GOING CONCERN	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN   The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $ 5,471,286 as of September 30, 2023. Until such time as the pilot plant is completed and the Company can commence the normal commercialization of its technology, further losses are anticipated. Management anticipates more losses before the exploitation of the system can be expected to break-even or to turn a profit. For the nine months ended September 30, 2023, the Company showed a net loss of $1,778,554, as compared with the loss of $1,243,865 for the nine months ended September 30, 2022. The net cash used in operating activities of the Company during the nine months ended September 30, 2023 and 2022 was $366,458 and $488,865, respectively. Notwithstanding the receipt of the first remuneration from the commencement of the commercialization of the Company’s main asset, its iTDE Technology, there remains a substantial doubt regarding the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the continuing and expanding success of the Company’s development efforts. However, management expects at present that the Company will require additional capital.   In the first quarter of 2023, the Company launched a private placement offering (“March PPO”). The March PPO targets qualified investors and is anticipated to raise up to $2.5 million to cover development plans to enable the Company to demonstrate the iTDE Technology’s commercial viability and to showcase its advantages. The Company received $500,000 at the end of the first quarter of 2023 as part of the March PPO but as at September 30, has not closed on additional funding.   The Company will need to complete the financing of a minimum of $2 million under the present offering and may be required to increase the upper limit of the March PPO if further delays in closing occur. There is no assurance, however, that the March PPO financing will close or that other financing will be available in the future. The possible inability to raise the financing necessary and the general business uncertainties and particular conditions and situation described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.   From the anticipated receipts of the March PPO, the Company must discharge outstanding payables of $168,637 and a further $365,200 in accrued expenses together with a total of $110,736 in payables for salary, remuneration and expenses. In addition, the Company should pay $142,000 in salary to senior executives that was deferred but will fall due only on or before December 8, 2023, with remaining amounts due to the same executives as at September 30, 2023 being payable only after August 15, 2024.   During the third quarter 2023, the Company agreed to extend the repayment dates for 5 of its loans totaling $575,000 by one year. As a result, the Company will commence debt repayments in the third quarter 2024 with the repayment of $250,000. A further $500,000 will fall due in the fourth quarter 2024 with the remainder due in 2025. Covering the payables of $786,573 due on or before December 8, 2023 will leave a significant amount of operating capital available for ongoing operations, completion the pilot plant and the commencement of the marketing of the iTDE System during the fourth quarter of 2023. The Company anticipates that with the completion of its pilot plant during the first quarter of 2024 it will be able to generate income to support the business with revenues generated from the deployment of its iTDE System commercially.     Ultimately, the ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or the private placement of common stock. However, there can be no assurances that management’s plans will be successful.

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Interim Financial Statements   The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2022.   Use of Estimates   The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Intangible asset   The iTDE Technology is classified as an indefinite intangible asset by the Company based on it being a fundamental stem technology that has applications in numerous fields and that is anticipated to give rise to other applications and techniques. As a result, no amortization has been recorded against the asset which remains at its October 1, 2021 value of $3,150,114 (see Note 5 to these unaudited condensed financial statements). The Company carries out regular assessments of the iTDE Technology to identify if its value is impaired in any way, (i) on an annual basis and (ii) if, in the opinion of Management, there exists any reason external or internal why the asset might be impaired. In the opinion of management, as at the date of this report, there exists no reason external or internal why the asset might be impaired.   Revenue Recognition   The Company utilizes a five-step process when assessing the recognition of revenue from contractual obligations.     (i) Identification of the type and binding nature of the contract as well as an identification and assessment of the goods and services undertaken with specific reference to the intangible nature of the intellectual property rights sold;   (ii) Identification of specific performance obligations within the overall contract that are distinct.   (iii) Determination of the specific price or value of the specific performance obligation.   (iv) Allocation of the transaction price or value of a specific performance obligation; and   (v) Determination of the moment the obligation undertaken is delivered or performance is satisfied.

v3.23.3

PREPAID EXPENSE AND OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2023
Prepaid Expense And Other Current Assets
PREPAID EXPENSE AND OTHER CURRENT ASSETS	NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS   Prepaid expenses and other current assets amounted to $72,929 as at September 30, 2023, it was increased from the $22,169 reported as at December 31, 2022. This represents an increase of $50,760 during the period. Prepaid expenses comprise a $1,600 deposit on the rental of laboratory facilities and a $600 deposit under a consultancy agreement, both unchanged. The remainder comprises advance payments for the purpose of filing for intellectual property protection. Payments are made in trust to our IP attorneys through whom amounts are disbursed when required. The trust account is replenished when needed.

v3.23.3

PRINCIPAL ASSET (iTDE TECHNOLOGY)	9 Months Ended
	Sep. 30, 2023
Principal Asset
PRINCIPAL ASSET (iTDE TECHNOLOGY)	NOTE 5 – PRINCIPAL ASSET (iTDE TECHNOLOGY)   The Company’s principal asset is the certain indefinite intangible intellectual property, comprising specifically certain patents and patent applications along with the existing and developing knowhow, relating to a novel extraction process proven capable of removing ions from solution using hollow fiber membranes (the “Extraction Technology”). The technology represents, in the opinion of management, an entirely novel approach to the process of extraction of ions that is anticipated to be cheaper, more efficient and less damaging to the environment. Following an assessment of the Extraction Technology carried out at the end of Q3, 2021, it was determined that the Extraction Technology had an indefinite useful life. The said indefinite, intangible asset will not be amortized; however, the value of the Asset will be examined for impairment periodically in accordance with ASC 350. At September 30, 2023, the Extraction Technology is valued on the balance sheet at $3,150,114.

v3.23.3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES   As of September 30, 2023 and December 31, 2022, accounts payable and accrued liabilities consisted of as follows,   SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES     September 30,     December 31       2023     2022   Accounts payable and accrued expenses   $ 573,728     $ 471,567   Accrued payroll     1,461,547       1,051,192   Accrued interest     48,712       25,981   Total   $ 2,083,987     $ 1,548,740

v3.23.3

CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS	NOTE 7 – CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS   During the nine months ended September 30, 2023, the Company did not issue any new convertible notes and there are no convertible notes outstanding.   As of December 31, 2022, the Company had a total of ten outstanding promissory notes, all issued during 2022 and having an aggregate value of $426,007. Each of these promissory notes was issued with a term of one-year term and pays 8% interest annually in arrears. During the nine months ending September 30, 2023, the Company repaid the principal and interest on all the promissory notes having an aggregated value of $426,007 as they became due. The Company did not issue any new promissory notes during the three months ending September 30, 2023.   As of December 31, 2022, the Company had three outstanding loans with an aggregate value of $500,000. Each of these loans is repayable in one year and pays 10% interest annually in arrears. The Company contracted a further two loans during the nine months ending September 30, 2023 with an aggregate value of $125,000. Each of these loans is repayable in one year and pays 10% interest annually at maturity.   During the nine months ended September 30, 2023, the Company recognized interest expense on its loans and promissory notes of $59,944.

v3.23.3

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8 – RELATED PARTY TRANSACTIONS   The Company continues to rely on advances from related parties in support of its operations and cash requirements and this is expected to continue until such time as the Company can support itself or attain adequate financing through sales of equity or debt financing. Most of this support took the form of the nonpayment of all or a portion of salary payments to senior Directors, Officers, consultants and employees, effectively constituting a deferred debt payment to such persons.   As at September 30, 2023, directors, officers and employees, including full time consultants, were owed a total of $1,549,043 for salaries, remuneration and expenses. Of this $1,475,149 is owed to five senior officers and employees (“Senior Managers”).   Four Senior Managers of the Company have agreed not to receive payment for the majority of the outstanding indebtedness due to them at September 30, 2023. Only $162,000 of their current indebtedness will be payable on or before Friday, December 8, 2023, the remainder being deferred until the Company is in a better financial condition but not before the earlier of August 15, 2024 or the date on which the Board of Directors shall decide to make payment prior to that date. Interest will begin to accrue on outstanding unpaid indebtedness that is past due for ninety days on July 1, 2023 at a rate of 8% per annum.

v3.23.3

STOCKHOLDERS’ EQUITY (DEFICIT)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)   The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 and 5,000,000 shares of preferred stock with a par value of $0.001. There was no preferred stock issued and outstanding as of September 30, 2023.   On September 30, 2023, there were 28,546,834 shares of common stock outstanding.   During the nine months ended September 30, 2023, the Company issued 200,000 shares of common stock. 100,000 shares of common stock were issued to two existing shareholders as part of an exempt private placement of the Company’s shares. The private placement offering is ongoing and is now scheduled to close on December 29, 2023 at which time the Company expects to have raised 2.5 million at $5 per share. An additional 100,000 shares of common stock were issued during of three months ending September 30, 2023 to a UK publicly traded company in compliance with certain contractual obligations of the Company.   During the nine months ended September 30, 2023, the Company issued no options under the Company’s 2021 Stock Incentive Plan (the “Plan”).   During the nine months ended September 30, 2023, the Company issued no convertible debt exchangeable into shares of common stock.

v3.23.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS   The Company has evaluated events occurring subsequent to the balance sheet date through the date these unaudited condensed financial statements were issued and determined there are no additional events requiring disclosure.

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Interim Financial Statements	Interim Financial Statements   The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2022.
Use of Estimates	Use of Estimates   The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Intangible asset	Intangible asset   The iTDE Technology is classified as an indefinite intangible asset by the Company based on it being a fundamental stem technology that has applications in numerous fields and that is anticipated to give rise to other applications and techniques. As a result, no amortization has been recorded against the asset which remains at its October 1, 2021 value of $3,150,114 (see Note 5 to these unaudited condensed financial statements). The Company carries out regular assessments of the iTDE Technology to identify if its value is impaired in any way, (i) on an annual basis and (ii) if, in the opinion of Management, there exists any reason external or internal why the asset might be impaired. In the opinion of management, as at the date of this report, there exists no reason external or internal why the asset might be impaired.
Revenue Recognition	Revenue Recognition   The Company utilizes a five-step process when assessing the recognition of revenue from contractual obligations.    (i)Identification of the type and binding nature of the contract as well as an identification and assessment of the goods and services undertaken with specific reference to the intangible nature of the intellectual property rights sold; (ii)Identification of specific performance obligations within the overall contract that are distinct. (iii)Determination of the specific price or value of the specific performance obligation. (iv)Allocation of the transaction price or value of a specific performance obligation; and (v) Determination of the moment the obligation undertaken is delivered or performance is satisfied.

v3.23.3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	As of September 30, 2023 and December 31, 2022, accounts payable and accrued liabilities consisted of as follows,   SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES     September 30,     December 31       2023     2022   Accounts payable and accrued expenses   $ 573,728     $ 471,567   Accrued payroll     1,461,547       1,051,192   Accrued interest     48,712       25,981   Total   $ 2,083,987     $ 1,548,740

v3.23.3

GOING CONCERN (Details Narrative) - USD ($)		3 Months Ended								9 Months Ended
	Dec. 08, 2023	Dec. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accumulated deficit				$ 5,471,286						$ 5,471,286		$ 3,692,732
Net loss				922,857	$ 397,724	$ 457,973	$ 401,450	$ 454,525	$ 387,890	1,778,554	$ 1,243,865
Net cash used in operating activities										366,458	488,865
Stock issued during period value new issues				500,000		500,000
Proceeds from issuance of stock						500,000
Financing amount										500,000
Amount payable to employee				365,200						365,200
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold										110,736
Debt instrumental periodic payment	$ 786,573									575,000
Forecast [Member]
Debt instrumental periodic payment		$ 500,000	$ 250,000
Minimum [Member]
Financing amount										2,000,000
Private Placement [Member]
Stock issued during period value new issues						$ 2,500,000				2,500,000
outstanding payables										168,637
Employee expenses				$ 142,000						$ 142,000

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Oct. 01, 2021 USD ($)
Accounting Policies [Abstract]
Amortization	$ 3,150,114

v3.23.3

PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Prepaid expense and other current asset	$ 72,929		$ 22,169
Prepaid expense	50,760	$ 1,300
Rental of Laboratory Facilities [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit	1,600
Consultancy Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit	$ 600

v3.23.3

PRINCIPAL ASSET (iTDE TECHNOLOGY) (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Principal Asset
Extraction technology, value	$ 3,150,114	$ 3,150,114

v3.23.3

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable and accrued expenses	$ 573,728	$ 471,567
Accrued payroll	1,461,547	1,051,192
Accrued interest	48,712	25,981
Total	$ 2,083,987	$ 1,548,740

v3.23.3

CONVERTIBLE NOTES, PROMISSARY NOTES AND LOANS (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Promissary note aggregated value		$ 426,007
Percentage of annual interest arrears		8.00%
Aggregate value of notes repaid	$ 426,007
Debt instrument face amount	$ 125,000	$ 500,000
Interest rate	10.00%	10.00%
Interest expense	$ 59,944

v3.23.3

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Jul. 01, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Interest rate	10.00%		10.00%
Four Senior Managers [Member]
Related Party Transaction [Line Items]
Repayments of debt	$ 162,000
Interest rate		8.00%
Related Party [Member] | Directors Officers and Employees [Member]
Related Party Transaction [Line Items]
Total amount owed to related party	1,549,043
Related Party [Member] | Five Senior Managers [Member]
Related Party Transaction [Line Items]
Total amount owed to related party	$ 1,475,149

v3.23.3

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	100,000,000		100,000,000	100,000,000
Common stock, par value	$ 0.001		$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000		5,000,000	5,000,000
Preferred stock, par value	$ 0.001		$ 0.001	$ 0.001
Preferred stock, shares issued	0		0	0
Preferred stock, shares outstanding	0		0	0
Common stock, shares outstanding	28,546,834		28,546,834	28,058,535
Additional new shares, issued			200,000
Private placement offerings	$ 500,000	$ 500,000
2021 Stock Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Option issued			0
Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement offerings		$ 2,500,000	$ 2,500,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Additional new shares, issued	100,000	100,000	100,000
Private placement offerings	$ 100	$ 100
Debt conversion, shares issued			0
Common Stock [Member] | Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Additional new shares, issued			100,000
Share price	$ 5		$ 5

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