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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 for
the fiscal year ended December 31, 2023

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

 for
the transition period from _______________ to _______________

 Commission
File Number: 000-56379

 NEXT-CHEMX
CORPORATION

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

 Nevada

 32-0446353

 (State
 or other jurisdiction

 (IRS
 Employer

 of
 incorporation or organization)

 Identification
 No.)

 1980
 Festival Plaza Drive, Summerlin South 300, Las Vegas, Nevada

 89135

 (Address
 of principal executive offices)

 (Zip
 Code)

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

 n/a

 Former
address if changed since last report

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

 Title
 of each Class

 Ticker
 Symbol

 Name
 of each exchange on which registered

 None

 None

 None

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

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

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

 Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.

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

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-Accelerated
 Filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

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

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

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

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed fiscal quarter (December 31, 2023): $ 41,679,153.00

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

 Documents
incorporated by reference: None.

 TABLE
OF CONTENTS

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

 ITEM
 9A

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 ITEM

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM
 15.

 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 SIGNATURES

 FORWARD
LOOKING STATEMENTS

 Forward-Looking
Statements

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

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

 PART
I

 ITEM
1. BUSINESS.

 Company
History and General Information

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

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

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

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

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

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

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

 The
Company has adopted a December 31 fiscal year end.

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

 Overview
of the Business

 iTDE
Technology: a disruptive advance in sustainable material-extraction techniques

 The
iTDE Technology is the principal asset of the business. It enables the creation of a versatile ion extraction system based on a unique
chemistry that operates by passing liquids containing ions (e.g.: brines, leach liquors, oils, contaminated water) through a circuit
of very-high surface-area hollow fiber membranes ("iTDE System"). From this flow, targeted ions are attracted across a membrane
to accumulate the required, targeted materials in a process called "ion-harvesting". The iTDE System, which mimics the chemistry
of biological processes, operates at standard temperature and pressure. The speed of the flow (and harvest rate) depends on several operational
factors which include the composition of the liquid.

 Nature
has evolved very efficient processes to extract ions from solutions and much of higher life biology is based on these principles. By
mimicking this, our iTDE System is effective and efficient without using high pressures or high temperatures. This radical new commercial
approach to extraction technique harnesses principles as old as nature herself. The iTDE Technology has now proven its ability to extract
a large array of different ions from liquid solutions as one would expect from the natural environment, operating at ambient temperatures
and pressures and even where targeted ions exist in low concentrations.

 Due
to its operational methodology, the iTDE System extracts continuously, without the need for batching, separation or evaporation stages,
targeting ions directly from the fluid flow. While a deployed system may use filtration or other techniques to remove certain impurities
prior to commencing extraction, the iTDE System itself avoids the need for sophisticated filtration techniques, electrolysis or ion-exchange
and does not operate using osmotic process. As a result, it uses significantly less energy in comparison to currently deployed market
alternatives and can easily be adapted to extract a range of valuable materials from the same brines and liquors.

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

 The
iTDE System only extracts targeted materials and should not precipitate a contaminated residue or result in a waste that may be difficult
to deal with environmentally. The result is that the system generates much less damaging waste than alternatives and is usefully deployed
in areas where water resources are precious.

 A
critical advantage of the iTDE Process is its alignment with sustainable systems. Sustainable processes are those that do not disrupt
the natural cycles when they operate to make change and do not deplete finite resources unacceptably to drive their process; we believe
that since iTDE Technology only removes specific ions from targeted solutions, leaving the remaining solution essentially unchanged,
the iTDE System provides a truly sustainable process: a "surgical" means of concentrating required materials from solutions.
This gives the iTDE System an innate advantage in its ability to refine and improve liquids and oils as well as cleaning or decontaminating
the environment.

 The
iTDE System is expected to be introduced as a modular system, completely scalable (essentially by adding more circuits), making it both
economical and flexible. Land usage is dedicated only to the system installation with its plant, necessary storage tanks and collection
facilities. Where once the modules were deployed there is little if any lasting damage to the environment from system operations.

 The
Company plans to deliver the iTDE system to market in units based on the geometry of a 40' sized container, configured as part
of a larger system. This gives the total plant a low maintenance downtime and allows the Company a unique ability to service iTDE Systems
by "hot swapping" the component parts for operational variation or for maintenance purposes, thus maximizing efficiency.

 The
Company is unaware of any similar process and believes its iTDE System to be unique in its advantages.

 The
Commercialization Process

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

 Initial
 Phase: the technology must be demonstrated as novel and viable: it actually has to be proven to work. Proving technology usually
 takes place in a laboratory and demonstrates its functionality and practical application. At the end of this process, the technology
 can be said to be proven, but it is not yet necessarily commercially viable;

 Pilot
 Testing Phase: once proven, the process of defining limitations, process elucidation and scale up begins, usually with some form
 of controlled pilot system. These are developed first to ensure that the system can still operate away from the laboratory bench,
 and more robustly, but are also required to define and measure the operational capabilities of the technology. At this stage information
 is gathered to document process variations and the effects of adjustments and modifications; different materials and operational
 parameters may be tried and tested;

 Concurrently
 with and extending beyond the initial controlled pilot system, the process control systems should be designed and tested to ensure
 quality control and reliability. In this respect, initial controls are also used as development tools for the system but must be
 reduced to the minimum interference and cost for the process quality control. At this stage quality measurement points and process
 control systems are mapped and defined and/or developed. With the iTDE System, it is important to define process kinetics in depth
 to identify variables in the definition of process controls and modifiers for specific customer supplied liquid materials;

 Operational
 data from the initial controlled pilot system is additionally used to create working economic models that define expenses and predict
 commercial operating and lifetime costs. This forms the basis of product and system definition that can be used to finalize a proposed
 commercial viability analysis as well as marketing documentation;

 At
 this stage practical testing can be done preferably with potential customer and commercial partner inputs of materials, conditions
 and requirements. This opens the first marketing efforts.

 Operational
 Pilot Deployment Phase: From the controlled pilot system, the next phase is to move to the construction of a commercial pilot
 plant. This incorporates and makes use of all the system definitions and improvements resulting from the controlled pilot system
 to create a robust commercially deployable system that can operate in the field. This is essentially a 'prototype' of
 the final product. The prototype system will usually include many process controls necessary to monitor the operation of the system
 in full deployment. At this stage, the system is usually deployed with a partner willing to allow the operation of their plant together
 with the Company as technology developer;

 Measuring
 plant operation against real-world considerations is vital to the implementation of operating efficiency and to calibrating the reliability
 of the system. Parameters are adjusted to compensate for deployed operational conditions or to accommodate deployment and operational
 issues;

 Commercial
 data is collected to finalize the commercialization model;

 Operational
 manuals are designed and produced, and issues of product liability are resolved eventually with input from insurance organizations
 and environmental groups;

 Product
 certifications are sought where applicable; and

 Marketing
 materials are finalized.

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

 Options
 for specially designed systems and an expansion of the defined field of usage is considered and explored;

 Financing
 options to assist with sales are also explored at this stage;

 Full
 Commercialization: The final phase is the Full Commercialization Deployment supported by finance and production as well as a
 clear marketing plan.

 These
five technology commercialization stages outlined above are broadly generic, but do also apply specifically to the Company's business.

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

 The
Company's progress towards Market Readiness

 It
is always difficult to identify exactly where any technology is to be found along the path to its commercialization and how soon it will
be ready for commercial deployment. Throughout fiscal year 2023, the focus was on the design and construction of a controlled pilot system
consistent with the needs of the pilot testing phase. In order better to concentrate on this, given the limited resources and knowing
that the extraction technology has been proven in the laboratory for a variety of critical materials, the Illinois Laboratory was closed
during 2023 and the Company turned to consider the engineering issues using consultants and contractors from India. having proven certain
extraction rates, and the ability of the iTDE Technology to operate effectively. This puts us into the second phase. The best estimate
for completion of the controlled pilot plant is that it will be operational at the beginning of the third quarter of 2024. If successful,
this could lead to operational pilot deployment at customer sites in the first quarter of 2025.

 The
principal focus of the commercialization effort is the extraction of Lithium from brines and geothermal sources as well as liquors from
leached mined ores.

 In
the design of our lithium extraction process, we have developed a system for the extraction of the many valuable naturally occurring
additional ions present in lithium-containing solutions. We believe that this approach, isolating a variety of different elements during
extraction, will yield potential additional revenues or improve the environment by reducing or eliminating unwanted ions, including contaminates.
The resulting process should generate a more cost effective lithium extraction by enabling the sale of other valuable materials, with
minimal disruption to the environment.

 In
recent years there has developed considerable concern regarding the environmental effects of commercially deployed methods of lithium
extraction, in particular South America where water resources are lost to evaporation, and toxic concentration lakes have a profound
impact on the environment, particularly the fauna. By using the iTDE System, we believe that most of the water resources can be either
be returned to the aquifers or lakes from which they were drawn so that the long-term disruptive footprint of the process will be minimal,
or potentially used in human activities such as farming or social or development needs.

 On
March 27, 2023, the Company entered into a contractual partnership agreement ("Partnership Agreement") with the UK AIM listed
company Clontarf Energy plc ("Clontarf"). The Partnership Agreement provides for the formation of a 50:50 joint venture intended
to be the vehicle the parties to the Partnership Agreement use to negotiate with "P blica Nacional Estrat gica Yacimientos
de Litio Bolivianos" (the 'National Strategic Public Company of Bolivian Lithium Deposits' or "YLB") for
the rights to exploit lithium mining and extraction in Bolivia using iTDE Technology. If successful, the partners plan to create a corporate
joint venture organized in Bolivia ("JVCo") that would commence operations for the benefit of the partners.

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

 Under
the terms of the Partnership Agreement, the Company issued to Clontarf 100,000 fully paid restricted shares of common stock of the Company
representing the US dollar value of $500,000.

 Under
the terms of the Partnership Agreement, if the Company concludes a transaction with 2 specific named entities on or before March 27,
2025, Clontarf will be entitled to a 15% contributing interest in the Company's component of the agreed structure resulting from
the agreement with either or both named third parties. The entitlement of Clontarf to any fees shall be limited to any participation
by the Company in the ownership of the equity of any joint ventures or other forms of corporate cooperation between the Company and those
two entities. Such entitlement shall exclude any participation in the maintenance or management arrangements for the iTDE technology
or any similar tolling or servicing arrangement.

 If
the business proceeds successfully, the Partnership Agreement provides for Clontarf to issue to the Company the following of its fully
paid ordinary shares:

 (i)
if, in the opinion of Clontarf, acting reasonable, the processing of brines from Bolivia through the Company's pilot plant
system is successful (i.e. with reasonably adequate purities, recoveries and costs) and leads to the commencement of Phase Two, then
Clontarf will issue 250,000,000 shares in certificated form (half of which will not be freely tradeable and remain locked under a
specific documented lock in agreement and held by Clontarf for 12 months from the date of issue); and

 (ii)
upon the entry into a construction and processing contract or other arrangement between JVCo and YLB in respect of the processing of
Bolivian brines utilizing the Company's processing technology, 250,000,000 Shares in certificate form (half of which will be
locked in for 12 months from the date of issue as shall be documented in a specific lock in agreement and the certificates for such
locked in shares shall be held by Clontarf for the said locked in period

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

 (a)

 Issue
 additional Partnership interests relating to funding the Bolivian pilot plant;

 (b)

 Sell
 or otherwise dispose of all or substantially all of the Partnership property or any Partnership property, other than in the ordinary
 course of business;

 (c)

 Hypothecate
 any Partnership property to the extent that the secured indebtedness from such hypothecation would exceed $10,000;

 (d)

 Incur
 or refinance any indebtedness for money borrowed by the Partnership, whether secured or unsecured and including any indebtedness
 for money borrowed from a Partner if, after such financing, the aggregate indebtedness of the Partnership would exceed $100,000;

 (e)

 Incur
 any liability or make any single expenditure or series of related expenditures in an amount exceeding $50,000;

 (f)

 Construct
 any capital improvements, repairs, alterations or changes involving an amount in excess of $50,000;

 (g)

 Lend
 money to or guaranty or become surety for the obligations of any Person;

 (h)

 Compromise
 or settle any claim against or inuring to the benefit of the Partnership involving an amount in controversy in excess of $50,000;

 (i)

 Cause
 the Partnership to commence a voluntary case as debtor under the United States Bankruptcy Code;

 (j)

 Take
 any action which, pursuant to this Agreement, specifically requires the consent or approval of Partners; or

 (k)

 Enter
 into any agreement, arrangement or understanding, written or oral, to do any of the above.

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

 (i)
the Company shall have the right to decide on any issues that relate to the iTDE Technology and its process systems including: their
use, implementation and demonstration; the manner of their deployment and any operational issues relating thereto, provided however,
this shall be done in the interest of furthering the Partnership's purpose within the constraints of the extraction system;
and the Company shall also decide on all matters relating to the pursuit, maintenance, defense and enforcement of the iTDE
Technology; and

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

 No
party to the Partnership Agreement shall be liable to contribute capital to the Partnership and all monies expended by the parties to
the Partnership Agreement prior to successful demonstrations of the iTDE technology to YLB officials leading to an understanding regarding
the deployment of a pilot plant in Bolivia will be borne by each party, excepting the cost of YLB officials visiting for demonstration
of the iTDE Technology. Agreed expenses thereafter shall be covered by agreed capital contributions or considered a debt to be reimbursed
by the Partnership, paying reasonable agreed interest, unless and until the Partnership shall require deploying the pilot plant in Bolivia.
When financing the cost of a Bolivian pilot plant (based on the budget provided by the Company), any amounts required exceeding $100,000,
should be made by funding to the capital of the Partnership and may operate to change the ownership if the Partnership in the following
manner:

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

 In
this event, the additional capital contribution of such Partner will be made against an increase in the ownership percentage in the Partnership
by the contributing Partner proportionally, provided however, such increase will not decrease the other Partner's interest to below
25% of either the Partnership or JVCo.

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

 The
involuntary withdrawal of a partner in the Partnership will result from (without limitation): the liquidation or insolvency of a Partner;
Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; expulsion of a Partner; operation of
law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation
of the Partnership into disrepute.

 Long
Term Prospects and Market Potential.

 The
iTDE Technology has a wide field of potential future applications. In addition to lithium extraction, the system can; extract fatty acids
from vegetable oils to create a superior refining process that does not produce certain toxic waste generated by the currently deployed
process; extract radioactive ions from nuclear waste waters; extract specific metal ions from mining leach solutions and waste effluents;
in recycling; and can remove ions from seawater for desalination, among other things. The potential of these applications has not been
fully explored by the Company although some work was commenced before suspension in early 2022 to focus on lithium. The Company has adopted
the following prioritization of its product development strategy for the iTDE Technology incorporating the following order of priority
(all dates are estimates):

 Current:
 Lithium Extraction from Natural Brines, Geothermal Wells & Mine Leach Solutions;

 Commencing
 3 rd Quarter 2024: Vegetable oil refining by direct extraction of deleterious Fatty Acids;

 Late
 2024: Direct Extraction of Radioactive Ions from Nuclear wastewater.

 Vegetable
Oil Refining.

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

 Removal
of Radioactive Contamination:

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

 Human
Resources

 Essential
to the success of the commercialization process is the hiring and retention of a successful management and operations team. The core
team remains small but dedicated. However, lack of funding during 2023 has restricted the Company ability to hire necessary staff. To
conserve resources, the Company closed its facility in Illinois with the loss of certain staff, rehiring certain staff in India better
to pursue its engineering goals. The Company placed a greater emphasis on the employment of consultants during fiscal year 2023 rather
than using full time employees. However, following completion of the pilot plant currently under construction, to recommence building
its team of full-time engineers and researchers better to further the commercialization of the iTDE Technology. It is expected that the
current team of consultants in India managing the controlled pilot system design and construction may be brought on full time and relocated
to the Company's principal offices.

 Employees

 As
of December 31, 2023, the Company had six full time employees working in three different countries and several critical consultants working
part time. This staff level is expected to increase significantly in the fiscal year 2024 as staff currently working on a contractual
basis convert to full time employment.

 Workplace
Practices and Policies – Inclusion and Diversity

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

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

 Compensation
and Benefits

 The
Company believes that compensation should be competitive and equitable and should enable employees to share in the Company's success.
The Company recognizes its people are most likely to thrive when they have the resources to meet their needs and the time and support
to succeed in their professional and personal lives. At present the Company has accumulated a significant debt towards its senior employees
at the Director, Officer and Vice President level for salaries unpaid in an effort to build the business and in the face of the lack
of finances.

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

fiscal year 2024, the Company anticipates granting its employees around the world a wide variety of benefits in compensation for their
support. In addition, to benefit the intellectual and technological base of the business of the Company, we anticipate investing in tools
and resources that are designed to support employees' individual growth and development.

 Engagement

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

 Health
and Safety

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

 Operating
Offices

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

fiscal year 2023, the Company's employees were working from home in various jurisdictions. Management expects to open new premises
at a suitable location in the US during the third quarter of fiscal year 2024 following the commencement of operation of the controlled
pilot plant. The location of the head office will be selected to accommodate not only the central management but also the central marketing
premises. The location of controlled pilot plant will initially be in India with sample brines being processed there before moving the
system to the US.

 Intellectual
Property Protection

 The
Company is pursuing an aggressive intellectual property protection strategy. The Company continues to work with the Navitas Intellectual
Property Group LLC of Denver, Colorado for its international intellectual property requirements. This group is headed by Michael D. McIntosh
and David F. Dockery, both highly specialized chemical processing and material science patent attorneys. Navitas is working closely with
the Company's research and development team to identify processing and markets to pursue patent protection. In turn, Navitas works
with the Company's management to identify regions of the world to pursue desired protection. In 2021 the Company filed for patent
protection for novel aspects of its Lithium recovery developments. Additional patent applications are currently in progress dealing with
oil purification, further aspects of Lithium processing and recovery, metals recycling and other developments. The Company is also focusing
on novel membrane characteristics, production and uses. Details of these applications are confidential until published pursuant to international
patent publication requirements.

 Initial
Target Markets and Planned Distribution Strategies

fiscal year 2023, the Company continued to focus on the market for the extraction of Lithium with particular emphasis on the Bolivian
market. The signature of the Partnership Agreement to enter the Bolivian market is a key part of this strategy.

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

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

 Competition

 There
are several Direct Lithium Extraction (DLE) technologies under development and being proposed and often associated with lithium brine
mining companies. The primary reason for this focus is the increasing environmental concerns present in the traditional evaporation ponds
being used today. The other reason is that new potential lithium brine deposits with very low concentration of lithium ions and existing
in North America and elsewhere, do not have suitable locations for feasible traditional extraction operations.

 Technological
landscape.

 The
primary DLE technological landscape can be summarized as a standalone or combination of the following technologies:

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

Membrane based technologies: These involve Metal Organic Frameworks (MOFs) or crown ethers, which allow specific transport of ions through
them.

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

Liquid-liquid extraction technologies using chelating agents to extract Lithium from alkaline solutions.

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

 Significant
Competitors.

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

 Lilac
 Solutions – developed ion exchange resins and has made a pilot plant that is being tested by Lake Resources in Argentina.

 Sunresin
 – a Chinese company has developed ion exchange resins that they claim are deployed at a site in China. They infer that it uses
 other technologies in combination with resins. Recently, a few companies including Anson Resources has announced that they intent
 to use the technology on sites they are developing.

 Standard
 Lithium – affiliated with an existing bromine producer from brines in Arkansas, has developed an absorption on sorbents technology
 which it uses in combination with other technologies.

 International
 Battery Metals – appears to be using an ion exchange resin process in combination with reverse osmosis.

 Koch
 Technologies/Membranes – appears to be using a reverse osmosis plus sorption process plus ion exchange. They have recently
 invested in Compass Minerals in Utah which is a traditional producer of magnesium salts from salt lakes.

 EnergyX
 Technologies – has developed Metal Organic Framework membranes, tailored to allow selective lithium transport.

 University
 of Texas (Austin) – is developing certain Crown Ethers selectively permeable to lithium.

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

 Future
Production

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

 Company
Funding

fiscal year 2023, the Company has been operating with insufficient funding and this has affected its progress towards the commercialization
of its technology. This lack of operating capital has resulted in the management team deferring the payment of certain management salaries
and there being inadequate resources to pursue the opportunity presented by the iTDE Technology at optimal speed.

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

 Finance
from the subscriptions of Qualified Investors to the 2023 Private Placement

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

 Contractual
Receivables

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

 Finance
from Loan Agreements – Non-Related Party Shareholders

 In
further support of the Company's efforts and cash requirements throughout fiscal 2023, the Company relied on loans from shareholders
in the form of debt. This reliance may continue until such time that the Company can support its operations or attain adequate financing
through sales of its equity or traditional debt financing. There is no formal written commitment for this continued support.

fiscal year 2023, the Company concluded six loan agreements in a total amount of $465,000 as further set out below.

 On
February 2, 2023, the Company concluded a loan agreement (amended on September 25, 2023) with a non-related third-party shareholder of
the Company for $25,000. Under the terms of the amended agreement, the principal and interest are repayable in two years from the date
of the receipt of funds and interest is charged at 10% per annum payable in arrears with the principal repayment. The full amount of
$25,000 was received on February 2, 2023, and is repayable on February 1, 2025.

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

 On
August 21, 2023, the Company concluded a short term 30-day bridging loan of $20,000 from a non-related third-party shareholder to cover
auditor fees, essential intellectual property protection and operating expenses. Under the terms of the agreement, the principal and
interest are repayable in one month from the date of the receipt of funds and interest is charged at 15% per month payable in arrears
with the principal repayment. The full amount of $20,000 was received on August 21, 2023, and the sum of $23,000 was repaid on September
15, 2023.

 On
September 14, 2023, the Company concluded two loan agreements (both amended on September 25, 2023) with two non-related third-party shareholders
of the Company for $125,000 each. Under the terms of the amended agreements, the principal and interest are repayable in two years from
the date of the receipt of funds and interest is charged at 10% per annum payable in arrears with the principal repayment. The full amount
of $250,000 from both agreements was received on September 14, 2023, and is repayable on September 13, 2024.

 On
November 16, 2023, the Company concluded a short-term bridging loan of $120,000 from a non-related third-party shareholder to cover auditor
fees, essential intellectual property protection and operating expenses. Under the terms of the agreement, the principal and interest
are repayable in six months from the date of the receipt of funds and interest is charged at 48% per annum payable in arrears with the
principal repayment. The full amount of $120,000 was received on November 17, 2023, and is repayable on May 15, 2024.

 Other
Receivables

 As
of December 31, 2023, the Company had no receivables.

 Certain
Risks and Uncertainties Facing the Company

 No
Revenues:

 Since
the changes to the business that resulted from the April 27, 2021, Asset Purchase Agreement, the Company has received no revenues. During
the second quarter of 2023, the Company received a cash payment of $500,000 in deferred income from an agreement with a contractual partner.
There has been no other income received which has been derived from the business.

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

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

 Requirement
to raise funding inhibited by current Debt:

 The
Company has contracted significant debt from its inability to pay its employees together with a preference for the shareholders funding
operations through loans and convertible loans. As of December 31, 2023 the Company owed employees and consultants a total of $ 1,831,165,
a further $491,540 to certain third party professionals (of which $406,000 was to a single consultant) and shareholders a total of $1,033,451.
Without a restructuring of this debt, it is unlikely that the Company can attract investment from third parties to complete its business
plan. This will imply complete reliance on shareholders to continue to fund the Company in a timely fashion and on employees and consultants
deferring payment of their debts until significant profits are generated.

 Human
Capital Resources:

 The
area of development of the iTDE Technology is novel and highly specialized both in its process and in the construction of machinery and
equipment necessary to commercialize the technology. There are a limited number of experts that can understand or work in the field.
Many of these experts are not resident in the US and will require visas to commence working with the Company. There is no guarantee that
the Company can find adequate numbers of such personnel, attract them to work for the Company, secure their right to work in the US at
the Company's offices or retain them. This may inhibit the growth of the Company or force it to locate principal offices elsewhere.
Moving through fiscal year 2024, additional personnel will be required to complete the commercialization of the iTDE System. Even if
such personnel are more readily available, there is no guarantee that the Company will be able to secure sufficient, appropriate, necessary
expertise to pursue its goals. While the Company is too young to have seen what impact the COVID-19 pandemic could have had on its business
operations, it is increasingly anticipated that there will be other pandemics of a similar nature or with a similar disruptive effect.
The advent of one or more of such crises and the resulting lockdowns or trade and travel restrictions may have a serious effect on the
business, more so since the Company is launching its commercialization and the path to profitability must be entirely negotiated, with
the creation of production facilities, organization of supply lines and distribution and securing of regular business. In the event of
another pandemic or similar disruption, the Company may be worse affected than established businesses.

 Environmental:

 The
iTDE System is considered by Management to be a clean technology that will remove several polluting and non-sustainable technologies
currently operating in the environment. There may be certain issues with regards to the way the technology is deployed or the disposal
and recycling to the final units that is not yet known that may have an adverse impact on the environment and this may conflict with
or cause legislative changes that inhibit the way the Company intends to carry out its business or to sell its products. In addition,
the units will use certain materials, including thermoplastic materials, which are currently the subject of legislative efforts to reduce,
eliminate or require recycled material use; it is unlikely that the company can use recycled materials or substitute certain elements
of its technology with alternative materials, without incurring considerable expense and time and this may have an adverse effect on
the business.

 Cybersecurity:

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

 Material
Sources and Supply Chain Disruptions:

 At
present the Company is still finalizing the development of its iTDE System and while it is difficult to assess the final supply chain
and material resourcing, the inability to source materials or to manufacture components may force the Company to design its system regarding
supply chain issues rather than full optimization. Once supply chains are established wars, embargoes, pandemics and natural disasters
may have an adverse effect on the ability of the Company to produce in adequate quantities due to disruption.

 Regulatory
Issues:

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

 Possible
future Pandemic; COVID-19.

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

 Impact
of Events in Ukraine

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

 Competition

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

 Available
Information

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

 ITEM
1A. RISK FACTORS

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

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
2. PROPERTIES.

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

 ITEM
3. LEGAL PROCEEDINGS

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

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

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

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

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II.

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

 Market
for Registrant's Common Equity

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

 There
has never been any liquid market for or trading in our stock. Since April 27, 2021, and the changes in ownership of the Company's
shares, the majority of the stock has been restricted for sale and this has inhibited the development of a liquid market for the Company's
stock. As a result of these events and the restrictions placed on the sale of stock, the market has recorded price changes since April
26, 2021 from $4.90 per share up to $70 per share and closing on December 31, 2023 at $9.00; during the same period, however, the Company
was raising money by issuing convertible notes with a conversion price of $0.75 increasing in the fourth quarter 2021 to a $1.00 conversion.
During fiscal year 2023, the Company launched a private placement of restricted common stock at a price of $5.00 per share. On March
15, 2023, 100 shares were sold at a price of $10; between March 29 and June 28, 2023, the share price fluctuated between $10.50 and $10
before dropping to $8 with the sale of 982 shares on June 29. On July 18, 2023, 1,400 shares sold at $9.00 and there were no further
sales of shares during the remainder of 2023. The Company plans to raise funds for its operations during fiscal year 2023 that will also
affect the liquidity and trading in the Company's stock. There can be no assurance that a highly liquid market for our securities
will ever develop.

 Options
and Warrants

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

 On
September 14, 2021, the Company obtained written consent of the holders of a majority of the voting power of the Company's capital
stock approving the adoption of the Company's 2021 Stock Incentive Plan (the "2021 Plan"). The Plan allows the Company
to grant incentive stock options, nonqualified stock options and restricted stock awards to officers, directors, employees and consultants
of the Company during the period of 5-years from the effective date of the plan. As of December 31, 2023 there were 3,000,000 shares
of common stock of the Company reserved for issuance under the Plan. As of December 31, 2023, no shares had been issued under the 2021
Plan.

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

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

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

 In
principle, options are not transferable and may be exercised solely by the Optionee during his lifetime or after his death by the person
or persons entitled thereto under his will or the laws of descent and distribution. The Committee or Board of Directors may allow certain
exceptions to this rule defined in the 2021 Plan.

 The
present Description of the 2021 Plan, which records certain important features only is entirely qualified by the terms of the 2021 Plan.

 To
date no Options have been granted under the 2021 Plan.

 Status
of Outstanding Common Stock

 As
of December 31, 2023, we had a total of 28,546,834 shares of our common stock outstanding.

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

 On
March 28, 2023, 100,000 shares were issued to two shareholders on subscription to shares of the Company's common stock;

 On
August 17, 2023, 100,000 shares were issued to Clontarf Energy plc in fulfillment of a contractual

 Commitment.

 Previous
registration statements

 On
February 21, 2019, the Company had filed a Registration Statement on Form S-1 wherein it was seeking to register 2,000,000 shares of
Company Common Stock for sale together with 1,875,000 selling shareholder shares; however, this registration statement was withdrawn
by the Company on February 19, 2021, without any shares having been issued.

 Additionally,
on September 10, 2018, the Company filed a Registration Statement on Form S-8 with respect to the shares to be issued pursuant to the
Company's 2018 Employee, Director and Consultant Stock Plan (the "2018 Stock Plan"). As of the date of this report,
40,000 shares were issued under the Company's 2018 Stock Plan and were registered on Form S-8. This plan is now withdrawn and was
replaced entirely with the Stock Plan adopted September 14, 2021.

 Holders

 As
of December 31, 2023, we had issued an aggregate of 28,546,834 shares of our common stock held by forty-seven (47) record holders. 851,569
shares of our Common Stock (3.004%) are held in 'street form' by unregistered holders.

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

 Dividends

 We
have not paid any dividends to date and have no plans to do so in the immediate future.

 Recent
Sales of Unregistered Securities

2023, the Company issued a total of 200,000 shares of Common Stock.

 100,000
common shares were issued on March 28, 2023, to two third party unrelated qualified investor shareholders that had subscribed to the
private placement of restricted shares of common stock dated March 20, 2023.

 100,000
common shares were issued to Clontarf Energy plc on August 17, 2023, in fulfilment of the terms of an agreement signed on March 27, 2023.

 Purchases
of Equity Securities

 The
Company has never purchased the equity securities of any other issuer. However, in fiscal year 2023, as part of the obligations of Clontarf
Energy plc under the Partnership Agreement signed March 27, 2023, Clontarf Energy plc transferred to the Company a total of 385,000,000
shares of its common stock, half of which are free trading and half restricted one year shall have passed from the date of issue. The
Company was required to transfer 192,500,000 of the Clontarf shares received to the broker that had arranged the introduction of Clontarf
Energy plc to the Company resulting in the Company holding 192,500,000 shares of common stock of Clontarf Energy plc.

 ITEM
6.

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

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 OVERVIEW

 The
Company was organized on August 13, 2014, as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes as 'WeWin Group
Corp'. With FINRA approval on December 20, 2018, the Company's name changed to AllyMe Group, Inc. During this period the
Company's trading symbol remained "WWIN". On June 16, 2021, the Company's Board of Directors approved the new
name "NEXT-ChemX Corporation", and approval of this change was granted by FINRA on July 22, 2021. The Company's new
trading symbol "CHMX" was granted on July 30, 2021. The Company's principal office is located at NEXT-ChemX Corporation,
1980 Festival Plaza Drive Summerlin South, 300, Las Vegas, NV 89135. It is anticipated that during fiscal year 2024 the Company will
relocate to new permanent offices and consolidate its team at that location.

 The
Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act or JOBS Act which
became law in April 2012. The definition of an "emerging growth company" is a company with an initial public offering of
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. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable
generally to public companies. These provisions include, but are not limited to:

 not
 being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended,
 or the Sarbanes-Oxley Act;

 reduced
 obligations with respect to financial data, including presenting only two years of audited financial statements and only two years
 of selected financial data;

 reduced
 disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;

 exemptions
 from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously
 approved; and

 an
 exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical
 audit matters in the auditor's report on the financial statements.

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

 In
addition, the JOBS Act provides that an "emerging growth company" can take advantage of an extended transition period for
complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting
standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period to
enable us to comply with certain new or revised accounting standards that have different effective dates for public and private companies
until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended
transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with
new or revised accounting pronouncements as of public company effective dates.

 Overview
of the Business

 Since
April 27, 2021, the goal of the Company has been to commercialize its novel proprietary ion targeting membrane extraction technology
("iTDE Technology") that is the principal asset of the business. The iTDE Technology is based upon unique chemistry: by using
the very high surface area of special "Hollow Fiber Membranes" whereby ions may be extracted from liquid solutions. Our Membrane
Extraction Technology mimics nature's biophysical processes enabling the technology to extract ions from a liquid solution at ambient
temperatures and pressures even where ions exist in low concentrations.

 The
primary focus of the Company at present is the extraction of lithium from naturally occurring brines and geothermal sources. The Company
has developed a system for extracting naturally occurring ions in lithium brines solutions such as magnesium and calcium that is a key
to an efficient process. Preliminary testing to date has furnished evidence that the iTDE System provides an efficient extraction solution
with minimal disruption to the environment. Using the iTDE System, for example, water resources will not be depleted by evaporation on
an industrial scale nor is environmentally damaging contamination released into the environment from the process. The desired ions are
harvested, and the solutions can be returned to the aquifers or further purified as required.

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

 In
early 2023, the Company contracted with a third-party engineering company to complete its initial pilot plant. Work to complete this
is ongoing and expected to finish in the third quarter of 2024.

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

 Once
the iTDE System has been sufficiently optimized, the Company plans to design and introduce modularized extraction units based on the
geometry of 40' shipping containers for ease of deployment, servicing and refurbishment of the units ("iTDE Units").
These units will be the basic 'product' of the Company and will be designed specifically for the extraction of targeted ions.
The iTDE Units will be deployed on site with customers and it is anticipated that revenues will be earned either from a tolling fee or
as a net extraction royalty (being a fixed % fee calculated on the quantity of useable material extracted against the market price for
the extracted material or as a fixed fee per measured quantity).

 We
plan to supply scalable Extraction Plants based on the geometry of 40' containers. Each would have an optimal number of modules
for each process and may be designed for the extraction of a targeted chemical ion. These container systems will be located at the customer
extraction sites during the commercial testing phase and for full deployment. Units will be monitored and can he "hot swappable"
for maintenance or replacement so as to enable continuous production with low-cost isolated process specific monitoring and control.

 The
Company is pursuing an aggressive intellectual property protection strategy. The Company has engaged the Navitas Intellectual Property
Group LLC of Denver, Colorado for its international intellectual property requirements. This group is headed by Michael D. McIntosh and
David F. Dockery, both highly specialized chemical processing and material science patent attorneys. Navitas is working closely with
the Company's research and development team to identify processing, materials and markets to pursue patent protection. In turn,
Navitas works with the Company's management to identify regions of the world to pursue desired protection. In fiscal year 2021,
the Company filed for patent protection for novel aspects of its Lithium recovery developments. Additional patent applications are currently
in progress dealing with oil purification, further aspects of Lithium processing and recovery, metals recycling and other developments.
The Company is also focusing on novel membrane characteristics, production and uses. Details of these applications are confidential until
published pursuant to international patent publication requirements.

 The
Company currently lacks a central management office and at present all the members of management are in different regions. Throughout
fiscal year 2023, meetings were held online, and managers were living in 3 different countries with some in Europe and other in the US
or Canada. It is planned that during 2024 the Company open new head offices in Nevada that will centralize the Company's management
and competence, in particular its marketing ability. The first controlled pilot system for demonstrating the iTDE Technology and model
for the initial production of iTDE Units will be in India.

 Results
of Operations

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

 The
following table summarizes the results of our operations during the fiscal years ended December 31, 2023, and 2022, respectively, and
provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month
period:

 Percentage

 Increase

 Increase

 Line Item

 12/31/23

 12/31/22

 (Decrease)

 (Decrease)

 Revenues

 $
 -

 $
 -

 $
 -

 -

 Operating expenses

 1,976,601

 1,673,284

 303,317

 %

 Net loss

 (2,361,231
)

 (1,743,799
)

 617,432

 %

 Net loss per share

 (0.08
)

 (0.06
)

 0.02

 %

 We
recorded a net loss of $2,361,231 for the year ended December 31, 2023, compared to a net loss of $1,743,799 for the fiscal year ended
December 31, 2022.

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

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had total current assets of $ 140,327, a working capital deficit of $3,792,098 and an accumulated stockholders'
deficit of $ (629,363). Cash used in operating activities for the fiscal year ended December 31, 2023, was $544,890, compared to $935,084
in cash used in operations during the year ended December 31, 2022. Our revenues were $0 in both fiscal years 2023 and 2022. These factors
raised substantial doubts about the Company's ability to continue as a going concern and the Company remains chronically short
of cash for operations.

 On
March 20, 2023, the Company launched a $2.5 million dollar offering of restricted shares of common stock at $5 per share. On the first
day, qualified investors subscribed to a total of $500,000 and the Company closed on this initial amount, making the funds available
for use by the Company. This resulted in the issuance of 100,000 unregistered, restricted shares of common stock of the Company. The
Offering closed on June 16, 2023, without any other subscriptions being received.

 On
April 21, 2023, the Company received $500,000 cash from a contractual partner. The remaining finance received during fiscal year 2023
was the result of the Company contracting loans with third party shareholders in the aggregate amount of $465,000 as set out below.

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

 Cash
received in fiscal year 2023 was insufficient to enable operations to be carried out in the normal way. Salary payments, already curtailed
since April 2021, were reduced to subsistence levels, and suspended for some employees altogether. Insufficient funds were made available
for the completion of the pilot plant and to maintain the Company. As a result of the failure to secure sufficient funding for the Company's
minimal business plan, very little was accomplished during the fiscal year 2023.

 The
most serious obstacle to the raising of finance is the current level of indebtedness of the Company, which had reached by fiscal year
end 2023 $3,932,425, however, this amount includes the deferred income amount of $500,000 that is not repayable, being the fee for to
contribution of intellectual property rights to use in the Bolivian Market. Of the total amount of $3,432,425 that is repayable by the
Company, approximately 30% of this debt is owed to shareholders and founders that organized the change of the business of the Company
in fiscal year 2021. At year end, the debt to shareholders stood at $1,021,450, significantly reduced by the second quarter repayments.
This debt has represented a major obstacle to securing new funding since effectively founders would be securing a means of repayment
from new funding. In addition, approximately 53% of the total indebtedness is to employees and consultants for unpaid salaries and expenses
standing at year-end at $ 1,831,165; with third party professionals accounting for a further $ 491,540 or 14%. The remaining debt accumulated
during fiscal year 2023 is principally for the pilot plant engineering and construction.

fiscal year 2023, it was clear that potential investors were deeply concerned by the levels of debt, in particular to founding shareholders,
but also to employees, consultants and third-party professionals. The potential need to repay such past debts would mean a major portion
of all new investment would largely go to pay founding shareholders prior even to the technology being tested using a commercial pilot
plant.

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

 The
breakdown of the loans contracted during fiscal year 2023 was as follows:

 A
total of $465,000 in loans was contracted to cover operations. One of these loans was repaid within 30 days and one loan will fall due
during the second quarter of 2024. The remaining loans will become due in fiscal year 2025.

 One
promissory note with a face value of $250,000 originally issued to a third-party shareholder on November 09, 2022 was amended and reissued
with its term extended to two years and its interest increased to 10%. The promissory note will now mature on November 08, 2024.

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

 A
loan by a third-party shareholder dated February 2, 2023, in the amount of $25,000 was extended and will now mature on February 1, 2025.
The loan pays 10% interest per annum.

 A
loan by a third-party shareholder dated February 21, 2023, in the amount of $50,000 was extended and will now mature on February 20,
2025. The loan pays 10% interest per annum.

 In
addition, the maturity of two of six-month loans to provide financial assistance dated September 14, 2023, by two third party shareholders,
together totaling $250,000, were extended to one year. As a result of these extensions both loans will mature on September 13, 2024.

 Two
loans by two third party shareholders both dated December 2, 2022, in an aggregate amount of $250,000 were extended and will now both
mature on December 1, 2024. Both loans pay 10% interest per annum.

 In
addition to these repayments, the Company will be required to fund its operations with increased funding to cover the controlled pilot
system construction, installation and operation.

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

 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 combination of the way the shareholders have funded the Company during fiscal year 2023 with the urgent need to finance the
commercial pilot system, to open operating facilities and to increase staff will place a significantly increased burden on cash flow
during fiscal year 2024.

 Management
estimates that the minimum fund necessary to finance operations through fiscal year end 2024 is $2.62 million. This budget is estimated
to carry the Company through fiscal year end 2024 to completion of its controlled pilot testing system and its initial commercial deployment.

 Management
considers it essential that during fiscal year 2024, it will be necessary to reduce the levels of short-term indebtedness significantly,
both for the founding shareholders and for employees, consultants and third-party professionals. In addition, the Company believes that
an effective equity offering will be priced at levels significantly below the recent $5.00 per share offering and this may have an impact
on share price.

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

 If
such debts are not deferred or converted, the Company will be required to raise an additional $3.5 million to cover the debt and interest.

 Historically,
we have been dependent on loans from our principal shareholders and their affiliated companies to provide us with working capital as
required and it is anticipated that existing loans will be extended. In the past the Company has relied on shareholder debt, however,
there is no guarantee such funding will be available when required or sufficient and there can be no assurance that our major shareholders,
or any of them, will continue making loans or advances to us in the future. The Company plans to launch a new private placement offering
during fiscal year 2024, however there is no guarantee that such offering will be successful in securing sufficient funding for the Company's
proposed budget, or that such funds, if secured, will be sufficient.

 Fair
Value loss on Financial assets

 We
recorded a fair value loss on shares in a United Kingdom public company amounting to $36,581 as of December 31, 2023. This was due to
the fall in the price of the securities.

 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

 Our
business and operating results are not affected in any material way by inflation.

 Critical
Accounting Policies

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

 The
nature of our business generally does not call for the preparation or use of estimates. Since the Company does not have any operating
business, we do not believe that we do not have any such critical accounting policies.

 ITEM
7A. 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
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

 Contents

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 5041)

 Balance
 Sheets at December 31, 2023 and 2022

 Statements
 of Operations and Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

 Statements
 of Stockholders' Deficit for the years ended December 31, 2023 and 2022

 Statements
 of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Financial Statements

 Report of Independent Registered Public Accounting Firm

 To the shareholders and the board of directors of NEXT-ChemX Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of NEXT-ChemX
Corporation as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for
the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results
of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United
States.

 Substantial Doubt about the Company's Ability to Continue as a Going
Concern

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses
from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations.
These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /S/
 BF Borgers CPA PC

 BF
 Borgers CPA PC (PCAOB ID 5041)

 We
 have served as the Company's auditor since 2020

 Lakewood,
 CO

 April
 1, 2024

 F- 1

 BALANCE
SHEETS

 December 31,

 December 31,

 2023

 2022

 ASSETS

 Current Assets:

 Cash

 $
 2,458

 $
 28,355

 Prepaid expense and other current assets

 72,925

 22,169

 Financial Asset

 64,944

 -

 Total Current Assets

 140,327

 50,524

 Property and equipment, net

 12,621

 17,957

 Intangible asset, net

 3,150,114

 3,150,114

 Total Assets

 $
 3,303,062

 $
 3,218,595

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable and accrued liabilities

 $
 2,443,207

 $
 1,548,740

 Other payable

 511,980

 11,980

 Due to Related Party

 32,238

 -

 Note payable - 3 rd
 Party

 -

 426,007

 Loan payable

 945,000

 Total Current Liabilities

 3,932,425

 2,486,727

 Total Liabilities

 3,932,425

 2,486,727

 Stockholders' Equity (Deficit):

 Preferred stock, $ 0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding

 -

 -

 Common stock, $ 0.001 par value, 100,000,000 shares authorized, 28,546,834 and 28,346,834 shares issued
 and outstanding, respectively

 28,547

 28,347

 Additional paid-in capital

 5,396,053

 4,396,253

 Accumulated deficit

 ( 6,053,963
)

 ( 3,692,732
)

 Total Stockholders' Equity (Deficit)

 ( 629,363
)

 731,868

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 3,303,062

 $
 3,218,595

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

 F- 2

 STATEMENT
OF OPERATIONS

 2023

 2022

 For The Year Ended December 31,

 2023

 2022

 Revenues

 $
 -

 $
 -

 Operating expenses

 General and administrative

 1,976,601

 1,673,284

 Total operating expenses

 1,976,601

 1,673,284

 Income (loss) from operations

 ( 1,976,601
)

 ( 1,673,284
)

 Other income (expense)

 Interest expense

 ( 87,682
)

 ( 70,515
)

 Other income (expense)

 ( 296,948
)

 -

 Net other expense

 ( 384,630
)

 ( 70,515
)

 Loss before provision for income taxes

)

)

 Net income (loss)

 $
)

 $
)

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

 $
 ( 0.08
)

 $
 ( 0.06
)

 Weighted average number of common shares outstanding: Basic and diluted

 28,466,560

 27,802,153

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

 F- 3

 Statement
of Stockholders' Equity (Deficit)

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Common stock

 Additional

 Paid-in

 Accumulated

 Stockholders'

Equity

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance December 31, 2021

 27,385,437

 $
 27,385

 $
 3,634,034

 $
 ( 1,948,933
)

 $
 1,712,486

 Stock issued on conversion of 3rd party Loans

 884,721

 685,620

 686,505

 Stock issued on conversion of related party loans

 76,676

 76,599

 76,676

 Net loss

)

)

 Balance December 31, 2022

 28,346,834

 $
 28,347

 $
 4,396,253

 $
 ( 3,692,732
)

 $
 731,868

 Balance

 28,346,834

 $
 28,347

 $
 4,396,253

 $
 ( 3,692,732
)

 $
 731,868

 Stock Issued to 3rd Party for cash

 100,000

 499,900

 Stock Issued to 3rd Party for service

 100,000

 499,900

 Net loss

)

)

 Balance December 31, 2023

 28,546,834

 $
 28,547

 $
 5,396,053

 $
 ( 6,053,963
)

 $
 ( 629,363
)

 Balance

 28,546,834

 $
 28,547

 $
 5,396,053

 $
 ( 6,053,963
)

 $
 ( 629,363
)

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

 F- 4

 STATEMENT
OF CASH FLOWS

 For the years ended

 December 31,

 2023

 2022

 OPERATING ACTIVITIES

 Net income(loss)

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 5,336

 5,160

 Other income received in 3rd party stock

 ( 203,050
)

 -

 Unrealized loss on trading securities

 36,581

 Consultant commission paid in third party stock

 101,525

 -

 Other Expense paid in stocks

 Changes in Operating Assets and Liabilities:

 Accounts payable and accrued liabilities

 1,394,467

 824,125

 Prepaid expenses

 ( 50,756
)

 ( 20,570
)

 Related Party advances

 32,238

 -

 Net cash provided by (used in) operating activities

 ( 544,890
)

 ( 935,084
)

 INVESTING ACTIVITIES

 Purchase of Property and Equipment

 -

 ( 1,577
)

 Net cash provided by investing activities

 -

 ( 1,577
)

 FINANCING ACTIVITIES

 Proceeds from the Stock Issuance of Common Stocks

 -

 Proceeds from convertible notes payable - related party, net of original issue discounts

 -

 60,000

 Proceeds from loan payables

 465,000

 Proceeds from note payables

 -

 556,007

 Proceed from Equity Escrow Account

 -

 11,980

 Repayment of convertible notes payable

 -

 ( 37,500
)

 Repayment of loan payable

 ( 20,000
)

 -

 Repayment of note payable

 ( 426,007
)

 ( 130,000
)

 Repayment of related party loans

 -

 ( 5,900
)

 Net cash (used in) financing activities

 518,993

 954,587

 Net increase (decrease) in cash

 ( 25,897
)

 17,926

 Cash, beginning of year

 28,355

 10,429

 Cash, end of year

 $
 2,458

 $
 28,355

 SUPPLEMENTAL DISCLOSURES:

 Cash paid during the period for:

 Income tax

 $
 -

 $
 -

 Interest

 $
 37,212

 $
 14,022

 Supplemental non-cash investing and financing activities

 Common Stock issued on Conversion of 3rd party loan

 $
 -

 $
 686,505

 Common stock issued on conversion of related party loan

 -

 76,677

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

 F- 5

 NOTES
TO FINANCIAL STATEMENTS

 NOTE
1 - ORGANIZATION AND BUSINESS OPERATIONS

 Organization
and Description of Business

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 ("Inception") and has adopted a December 31 fiscal year end. The Company's
Board of Directors approved the new name on June 16, 2021, and was granted approval by FINRA on July 22, 2021, and was granted a new
trading symbol on July 30,2021. The Company acquired a novel ion-Targeting Direct Extraction Technology ("iTDE Technology")
along with its patents and patent applications, as well as the employment of its inventing scientist, and is developing pilot plant systems
to demonstrate its performance to potential clients to market commercial systems for its applications.

 The
Company's principal focus in the commercialization of the iTDE Technology during fiscal year 2023 was the extraction of lithium
from natural brines, geothermal wells and mine leach solutions.

 Other
potential applications 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.

 Desalination
 of Sea Water, by Extracting Ions for Water Purification

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

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

 Effective
April 27, 2021, the Company, then called AllyMe Group, Inc., entered into an asset purchase agreement with NEXT-ChemX Corporation, a
private Texas company ("NEXT-ChemX (Private)"), in which the Company acquired certain intellectual property assets of NEXT-ChemX
(Private), specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of
common stock of the Company.

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

fiscal year 2022 Kenneth Mollicone transferred to his wife his entire shareholding of 1,761,495 shares of Common Stock.

fiscal year 2023, the Company issued 100,000 shares to third party accredited investors as part of the March 20, private placement of
the Company's common stock.

 As
of December 31, 2023, the Company had 28,546,834 shares of common stock issued and outstanding.

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

 F- 6

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

 NOTE
2 – GOING CONCERN

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

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

 NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

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

 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.

 Cash

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

 F- 7

 Revenue
recognition

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

 The
Company has assessed the impact of the guidance by performing the following five steps analysis:

 Step
1: Identify the contract

 Step
2: Identify the performance obligations

 Step
3: Determine the transaction price

 Step
4: Allocate the transaction price

 Step
5: Recognize revenue

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

 Earnings
(loss) per Share

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

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

 F- 8

 Income
Taxes

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

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

 Fair
Value of Financial Instruments

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

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

 Level
 1:

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

 Level
 2:

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

 Level
 3:

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

 Evaluation
of long-lived intangible assets

 The
Company acquired its principal intellectual property asset in the second quarter of 2021. The value of the asset was initially derived
from the underlying arms' length transaction in which the company owning the technology transferred the technology to the Company
in exchange for a specific number of shares of Common Stock of the Company. The value of the shares was itself derived from that the
fact that such shares were bought and sold in an arms' length transaction that occurred simultaneously. The technology composed
initially of patents and patent applications as well as certain knowhow was initially amortized by the Company. However, during fiscal
year 2021, it became clear that the value of the asset was much greater than the individual patents and possible patent applications
it being a stem technology (giving rise to many and various applications). For this reason, on September 30, 2021, the asset was reclassified
as an intangible asset of indefinite life. The value taken was that of its book value at the third quarter end 2021. Intangible assets
of indefinite life are not amortized, but instead tested for impairment at least annually or more frequently if events and circumstances
indicate that the asset might be impaired.

 In
our analysis of intangible assets (other than goodwill), we apply the guidance of FASB ASC 350-30-35 in determining whether any impairment
conditions exist. During the fourth quarter of 2023 and into the first quarter of 2023, we performed our annual impairment evaluation
required under FASB ASC 350-30-35 and concluded that our intangible asset was not impaired. It is believed that the estimated fair value
of the intellectual property asset exceeded its carrying values as of December 31, 2023.

 F- 9

 Recent
accounting pronouncements

 The
Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined
that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the
consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's
financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying,
and feel may be applicable.

 NOTE
4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS

 Prepaid
expense amounted to $ 72,925 and $ 22,169 as of December 31, 2023, and December 31, 2022, respectively. Prepaid expenses in fiscal year
2022 consisted of mainly service fees related to the Company's rental of premises. The increase in prepaid expense relates to amounts
held in trust by the Intellectual Property advisors and IP attorneys necessary to ensure timely filings of patents, payment of fees and
other intellectual property related expense.

 NOTE
5 – INTANGIBLE ASSET

 On
April 27, 2021, the Company (then known as AllyMe Group, Inc.) entered into that certain Asset Purchase Agreement with NEXT-ChemX (Private),
in which the Company acquired certain intellectual property assets of NEXT-ChemX (Private), specifically certain patents and patent applications
(the "iTDE Technology"), in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company,
valued at $ 3,500,127.

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

 On
December 31, 2023, the Company began an assessment of the intangible asset to ascertain if the value of the asset had been impaired in
accordance with ACS 350. The analysis confirmed that as of December 31, 2023, there was no impairment.

 NOTE
6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 As
of December 31, 2023, and December 31, 2022, accounts payable and accrued liabilities amounted to $ 2,443,207 and $ 1,548,740, respectively.
Accounts payable and accrued liabilities mainly are accrued professional fees and accrued payroll. The increase in the accrued liabilities
results mainly from certain directors, officers and senior employees accepting a delay in their remuneration during the startup phase
of the Company.

 NOTE
7 – DEFERED INCOME

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

 NOTE
8 – NON-CONVERTIBLE NOTES AND LOAN AGREEMENTS

 In
fiscal year 2022, the Company issued a non-convertible note in the amount of $ 250,000 to an existing unrelated third-party shareholder
that was originally due in November 2023. This note was extended with the same terms such that the repayment date is now November 8,
2024. Interest on the note is fixed at 10 % per annum payable at maturity.

 F- 10

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

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

 The
remaining five loans issued in 2023 were as follows:

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

 On
February 21, 2023, the Company concluded a loan by an unrelated third-party shareholder in the amount of $ 50,000. This loan was originally
for a period of one year but was extended by a year and will mature on February 20, 2025. The loan pays 10 % interest per annum.

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

 On
September 14, 2023, the Company concluded two loan agreements with two separate non-related third-party shareholders of the Company for
$ 125,000 each. Originally with a term of six months, this was extended in September 2023 such that the principal and interest are repayable
in one year from the date of the receipt of funds. Interest is charged at 10 % per annum payable at term with the principal repayment.
The full amount of $ 250,000 from both agreements was received on September 14, 2023, and is repayable on September 13, 2024.

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

 In
summary, as of December 31, 2023, a total of eight unpaid loans with an aggregate amount of $ 945,000 were outstanding, with the first
$ 120,000 coming due in the second quarter 2024, $ 250,000 in 3 rd quarter 2024 and a further $ 500,000 coming due in the last
quarter of fiscal year 2024. The remainder falls due in fiscal year 2025.

 NOTE
9 - DUE TO RELATED PARTIES

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

 F- 11

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

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

 NOTE
10 - INCOME TAXES

 United
States

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

 Loss
before income taxes consists of:

 SCHEDULE
OF LOSS BEFORE INCOME TAXES

 For the years ended

 December 31,

 2023

 2022

 Unites States

 $
)

)

 Total

 $
)

 $
)

 The
components of deferred taxes are as follows at December 31, 2023 and 2022:

 SCHEDULE
OF DEFERRED TAXES

 December 31, 2023

 December 31, 2022

 Deferred tax assets, current portion

 Amortization of fair value of stock for services

 $
 -

 $
 -

 Total deferred tax assets, current portion

 -

 -

 Valuation allowance

 -

 -

 Deferred tax assets, current portion, net

 $
 -

 $
 -

 Deferred tax assets, non-current portion

 Fixed assets

 $
 -

 $
 -

 Net operating losses

 1,271,332

 775,474

 Total deferred tax assets, non-current portion

 1,271,332

 775,474

 Valuation allowance

 ( 1,271,332
)

 ( 775,474
)

 Deferred tax assets, non-current portion, net

 $
 -

 $
 -

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

 NOTE
11 - 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 is no preferred stock issued and outstanding as of December 31, 2023. There are 28,346,834 and 28,546,834
shares of common stock outstanding as of December 31, 2022, and 2023, respectively.

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

fiscal year 2023, the Company issued a total of 200,000
 shares of Common Stock. 100,000
 shares were issued to non-related third-party
accredited investors following their subscription to the March 20, 2023, private placement of the Company's securities at $ 5.00
 per share. An additional 100,000
 shares of Common Stock was issued to a contractual
partner in fulfilment of the Company's contractual obligations under the agreement.

 F- 12

 NOTE
12 – SUBSEQUENT EVENTS

 The
Company has evaluated events occurring subsequent to December 31, 2023, through the date these financial statements were issued, and
has determined that the following events qualify as subsequent events.

 Indebtedness
of employees, consultants and certain other debtors.

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

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

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

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

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

 Issuance
of Convertible Notes

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

 The
Company has to date issued 5 Series "F" Notes to two existing shareholders in an aggregate amount of $ 365,000.

 Creation
of the Partnership Company with Clontarf Energy plc

 On
21 st February, 2024, the Company formed the certain partnership company as a Nevada LLC as required in accordance with the
Partnership Agreement signed March 27, 2023 between the Company and the UK AIM listed company Clontarf Energy plc ("Clontarf").
The new LLC is the 50:50 joint venture between the Company and Clontarf that will be the vehicle for the proposed deployment of the Company's
iTDE Technology in Bolivia.

 On
4 March 2024, Clontarf submitted the qualification materials for the partnership to the "P blica Nacional Estrat gica
Yacimientos de Litio Bolivianos" (the 'National Strategic Public Company of Bolivian Lithium Deposits' or "YLB")
in relation to the Call for Bids ("convocatoria") for the seven priority salares (salt pans) in Southern Bolivia. Under the
Partnership Agreement it is Clontarf's responsibility to submit such bids on behalf of the partnership LLC.

 On
15 th March, 2024, the Clontarf received notice from YLB that the partnership had been shortlisted as a tender participant.

 Other
subsequent Events.

 Mr.
Majendie resigned as an officer and employee of the Company in January 2024, however he has agreed to continue as a consultant to provide support
in matters which were his responsibility while an employee.

 F- 13

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

 None.

 ITEM
9A. CONTROLS AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

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

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

 Management's
Report on Internal Control over Financial Reporting

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

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

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

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

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

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

 The
matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The material weaknesses were identified
by our management in connection with the review of our financial statements for the fiscal year ended December 31, 2023.

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

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

 Management's
Remediation Initiatives

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

 Changes
in Internal Control over Financial Reporting.

the last quarter of the Company's fiscal year ended December 31, 2023, there were no changes in the Company's internal control
over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.

 Limitations
on the Effectiveness of Controls.

 A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues, if any, within a company have been detected.

 ITEM
9B. OTHER INFORMATION

 None

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 [Not
applicable]

 PART
III.

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

 Name

 Age

 Positions

 Benton
 H Wilcoxon

 Chief
 Executive Officer and Director

 John
 Michael Johnson

 President,
 Director and Chief Financial Officer

 Dominic
 J. Majendie

 Vice
 President, Business Development and Secretary

 Benton
H Wilcoxon

 Mr.
Benton Wilcoxon has served as a Director and Chief Executive Officer of NEXT-ChemX Corporation since April 2021. Mr. Wilcoxon is an accomplished
American entrepreneur with a world-class talent for integrating new material technologies into revolutionary products. He has founded
upwards of 10 companies to commercialize new products, most notably Ashurst Technology Ltd (Ashurst) and Composite Technology Corporation
(CTC). As the head of Ashurst, he identified and was the first to develop and commercialize aluminum scandium alloys for aerospace, marine
and sports equipment applications. Developed and operated scandium extraction from solutions of ore bodies and processed tailings. Mr.
Wilcoxon founded CTC to develop and commercialize the world's most efficient conductor for high voltage transmission lines. Over
60,000 kilometers of this game changing transmission technology has been deployed on 900 projects across 50 countries and reduces CO 2
 emissions by over 3.5 million metric tons every year. End users include some of the largest utilities in the world including American
Electric Power in the USA, National Grid in the UK and State Grid in China. He also headed DeWind, which commercialized the first synchronous
large megawatt wind turbines, now owned by Daewoo.

 J.
Michael Johnson

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

 Dominic
J. Majendie

 Mr.
Majendie has served as Vice President, Business Development since October 1, 2021. Educated in England and at Geneva University obtaining
a Masters equivalent in Law. Dominic Majendie has held a variety of senior managerial positions including as an officer and director
of US publicly traded companies over a period of 40 years. He has worked extensively in the commercialization of new technologies in
materials science, energy storage and overhead power cables developing marketing strategies and organizing the introduction of new products
in international markets. Notably he has worked in senior positions with Mr. Wilcoxon in both Ashurst Technology Corporation and Composite
Technology Corporation. Mr. Majendie has organized businesses in Telecommunications, V-Sat and social media systems, as well as more
recently managing the manufacturing operations of a thermoplastic injection molding and extrusion facility in the Middle East. He has
managed complex projects and consulted in the UK on business reorganizations as well as for the Qatari Governmental think tank examining
questions of sustainability and food security. He has worked extensively in North America, Europe, Ukraine and the Middle East.

 Audit
Committee and Audit Committee Financial Expert

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

 Section
16(a) Beneficial Ownership Reporting Compliance.

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

management's review of the reporting of Insiders during the fiscal year ended December 31, 2023, no issues were found.

 Code
of Ethics

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

 ITEM
11. EXECUTIVE COMPENSATION.

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

 As
of December 31, 2023, all senior executives of the Company have signed employment agreements governing their duties and remuneration.
These provide for the annual base compensation to be reviewed annually as well as eligibility to receive an annual bonus at the discretion
of the Board of Directors.

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

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

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

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

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

fiscal year 2023, no executive has received their full salary, nor were any options issued, nor were any other forms of remuneration
or in kind paid or granted.

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

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

 Name and Address

 Number of shares

 Percentage
 Owned (1)(2)

 NEXT-ChemX Corporation,

 1111 W 12 th
 Street #113, Austin TX 78703

 23,844,448

 83.527
 %

 Ann Mollicone 1500 Vine Street, Somerset MA 02726

 1,833,570

 6.598
 %

 Aristou Mahjoory 130 Randall Avenue, Somerset MA 02726

 1,761,494

 6.171
 %

 (1)

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

 (2)

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

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Certain
Relationships and Related Transactions

 Certain
Relationships

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

 Related
Party Transactions

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

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

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

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

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

 As
of December 31, 2022, directors, officers and employees, including full time consultants, were owed a total of $1,831,165.05 for salaries,
remuneration and expenses. Of this $1,217,355 is owed to four senior officers and employees (including consultants) benefiting from the
change in control provision that would see their salaries multiplied by 3 1 / 3 time if the outstanding were not
paid prior to the change of control.

 Director
Independence

 As
of December 31, 2022, Benton Wilcoxon and J. Michael Johnson were the sole directors of the Company. They are not considered "independent"
in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are not currently traded on NASDAQ and are therefore not required
to comply with the NASDAQ Marketplace Rules.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 AUDIT
FEES

 The
aggregate fees billed by our auditors, BF Borgers, CPA PC for the years ended December 31, 2023, and December 31, 2022 were $99,000 and
$72,000, respectively, for professional services rendered in connection with the audits of our annual financial statements and the reviews
of our quarterly financial statements.

 AUDIT-RELATED
FEES

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

 TAX
FEES

 $800
was paid to a tax consultant in 2023 for the preparation of the 2022 tax filings.

 ALL
OTHER FEES

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

 THE
BOARD OF DIRECTORS PRE-APPROVAL POLICIES

 We
do not have a separate audit committee. Our full board of directors performs the functions of an audit committee. Before an independent
auditor is engaged by us to render audit or non-audit services, our board of directors pre-approves the engagement. Board of directors
pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval
policies and procedures established by our board of directors regarding our engagement of the independent auditor, provided the policies
and procedures are detailed as to the particular service, our board of directors is informed of each service provided, and such policies
and procedures do not include delegation of our board of directors' responsibilities under the Exchange Act to our management.
Our board of directors may delegate to one or more designated members of our board of directors the authority to grant pre-approvals,
provided such approvals are presented to the board of directors at a subsequent meeting. If our board of directors elects to establish
pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service
provided by the independent auditor. Board of Directors pre-approval of non-audit services, other than review and attest services, also
will not be required if such services fall within available exceptions established by the SEC. For the fiscal years ended December 31,
2021, and December 31, 2020, 100% of audit-related services, tax services and other services performed by our independent auditors were
pre-approved by our board of directors.

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

 The
board approved all fees described above.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENTS

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

 1.
FINANCIAL STATEMENTS

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

 Report of BF Borgers, CPA PC, Independent Registered Certified Public Accounting Firm for the fiscal year ended December 31, 2023 and 2022

 NEXT-ChemX Corporation Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 NEXT-ChemX Corporation Stockholders' Deficit for the period from December 31, 2023 to December 31, 2022

 NEXT-ChemX Corporation Statements of Cash Flows for the years ended December 31, 2023 and 2022

 NEXT-ChemX Corporation Notes to Consolidated Financial Statements

 2.
FINANCIAL STATEMENT SCHEDULES

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

 3.
EXHIBITS

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

 Exhibit
 No.

 Identification
 of Exhibit

 31.1

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

 31.2

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

 32.1

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

 Inline
 Data" of this Annual Report on Form 10-K.

 Inline

 SIGNATURES

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

 (Registrant)

 By

 /s/
 Benton H Wilcoxon

 Benton
 H Wilcoxon

 Chief
 Executive Officer

 Date

 April
 1, 2024

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

 By

 /s/
 John Michael Johnson

 John
 Michael Johnson

 President,
 Chief Financial Officer

 Date

 April
 1, 2024