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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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

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

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March ~~15, 2021~~9, 2022, there were ~~29,385,230,214~~19,595,362 shares of common stock, $0.001 par value, issued and outstanding.

The accompanying condensed consolidated financial statements of MMEX Resources Corporation and subsidiaries (the “Company”) are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

Operating results and cash flows for any interim period are not necessarily indicative of the results that may be expected for other interim periods or the full fiscal year. These condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended April 30, ~~2020~~2021 filed with the Securities and Exchange Commission (“SEC”).

The Company amended its articles of incorporation to provide for a 1 for 10,000 reverse stock split of its common shares, which was effective as of July 1, 2021. The Company has given retroactive effect to the reverse stock split for all periods presented in this report on Form 10-Q.

	Three Months Ended January 31,						Nine Months Ended January 31,						Three Months Ended January 31,						Nine Months Ended January 31,
	2021			2020			2021			2020			2022			2021			2022			2021

Revenues	$	-		$	-		$	-		$	-		$	0		$	0		$	0		$	0

Operating expenses:
General and administrative expenses		183,325			191,236			553,356			736,655			274,407			190,681			991,407			553,356
Refinery start-up costs		37,700			43,467			128,385			182,406
Project costs														369,950			38,700			1,379,676			128,385
Depreciation and amortization		8,718			8,718			26,156			25,943			8,888			8,718			26,852			26,156

Total operating expenses		229,743			243,421			707,897			945,004			653,245			238,099			2,397,935			707,897

Loss from operations		(229,743	)		(243,421	)		(707,897	)		(945,004	)		(653,245	)		(238,099	)		(2,397,935	)		(707,897	)

Other income (expense):
Interest expense		(206,522	)		(245,823	)		(931,665	)		(1,468,027	)		(49,566	)		(206,522	)		(311,821	)		(931,665	)
Gain (loss) on derivative liabilities		(69,837	)		(800,734	)		1,219,856			(961,778	)		0			(69,837	)		3,010,042			1,219,856
Gain on extinguishment of liabilities		-			6,563			-			8,555
Gain (loss) on extinguishment of liabilities														96,993			0			233,303			0

Total other income (expense)		(276,359	)		(1,039,994	)		288,191			(2,421,250	)		47,427			(276,359	)		2,931,524			288,191

Loss before income taxes		(506,102	)		(1,283,415	)		(419,706	)		(3,366,254	)
Income (loss) before income taxes														(605,818	)		(514,458	)		533,589			(419,706	)
Provision for income taxes		-			-			-			-			0			0			0			0

Net loss		(506,102	)		(1,283,415	)		(419,706	)		(3,366,254	)
Net income (loss)														(605,818	)		(514,458	)		533,589			(419,706	)

Non-controlling interest in income of consolidated subsidiaries		-			-			-			-			0			0			0			0

Net loss attributable to the Company	$	(506,102	)	$	(1,283,415	)	$	(419,706	)	$	(3,366,254	)
Net income (loss) attributable to the Company													$	(605,818	)	$	(514,458	)	$	533,589		$	(419,706	)

Net loss per common share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding -basic and diluted		15,192,601,276			11,619,713,601			14,152,881,106			4,496,124,028
Net income (loss) per common share – basic													$	(0.03	)	$	(0.33	)	$	0.05		$	(0.30	)
Net income (loss) per common share – diluted													$	(0.03	)	$	(0.33	)	$	0.01		$	(0.30	)
Weighted average number of common shares outstanding - basic														18,244,276			1,519,260			10,486,385			1,415,288
Weighted average number of common shares outstanding - diluted														18,244,276			1,519,260			51,172,508			1,415,288

	Nine Months Ended January 31,						Nine Months Ended January 31,
	2021			2020			2022			2021
Cash flows from operating activities:
Net loss	$	(419,706	)	$	(3,366,254	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income (loss)							$	533,589		$	(419,706	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense		26,156			25,943			26,852			26,156
(Gain) loss on derivative liabilities		(1,219,856	)		961,778			(3,010,042	)		(1,219,856	)
Amortization of debt discount		166,445			1,138,941			77,822			166,445
Interest expense added to convertible note payable principal		115,000			35,000			0			115,000
Stock-based compensation		-			84
Convertible note payable – related parties for interest expense		-			14,000
Convertible note payable – related parties for consulting fees		-			40,000
Preferred shares issued to related party for services		-			23,900
Gain on extinguishment of liabilities		-			(8,555	)
Decrease in prepaid expenses and other current assets		23,145			33,400
Increase in liabilities:
(Gain) loss on extinguishment of liabilities								(233,303	)		0
(Increase) decrease in prepaid expenses and other current assets								(21,990	)		23,145
Increase (decrease) in liabilities:
Accounts payable		138,960			159,084			(190,268	)		138,960
Accrued expenses		620,805			226,372			62,653			620,805
Accounts payable and accrued expenses – related party		284,779			89,404			(191,782	)		284,779
Net cash used in operating activities		(264,272	)		(626,903	)		(2,946,469	)		(264,272	)

Cash flows from investing activities:
Purchase of property and equipment		-			(10,540	)		(255,504	)		0
Net cash used in investing activities		-			(10,540	)		(255,504	)		0

Cash flows from financing activities:
Proceeds from notes payable								200,000			0
Proceeds from convertible notes payable		75,000			365,300			78,500			75,000
Proceeds from convertible notes payable – related party		20,000			318,500			0			20,000
Proceeds from PPP loans		150,000			-
Proceed from PPP loans								0			150,000
Proceeds from SBA express bridge loan payable		10,000			-			0			10,000
Repayments of notes payable								(200,000	)		0
Repayments of convertible notes payable		-			(100,000	)		(255,331	)		0
Proceeds from the sale of common stock and prefunded warrants								3,000,000			0
Proceeds from the sale of series B preferred stock and warrants								1,500,000			0
Offering costs								(555,799	)		0
Net cash provided by financing activities		255,000			583,800			3,767,370			255,000

Net increase (decrease) in cash		(9,272	)		(53,643	)		565,397			(9,272	)
Cash at the beginning of the period		66,830			55,188			330,449			66,830
Cash at the end of the period	$	57,558		$	1,545		$	895,846		$	57,558

Supplemental disclosure:
Interest paid	$	-		$	10,402		$	131,374		$	0
Income taxes paid		-			-		$	0		$	0
Non-cash investing and financing activities:
Common stock issued in conversion of debt		253,151			811,676		$	154,437		$	56,680
Common stock issued in conversion of related party debt		-			354,000		$	74,989		$	0
Common stock issued for accrued expenses		-			46,945
Settlement of derivative liabilities		90,019			785,914		$	0		$	18,612
Derivative liabilities for debt discount		113,905			46,812
Derivative liabilities for related party debt discount		7,101			4,148		$	0		$	7,101
Convertible notes payable for accrued expenses		-			10,000
Convertible notes payable – related party for accounts payable and accrued expenses		76,266			20,000
Convertible notes payable – related party for accrued expenses							$	0		$	76,266
Reverse split							$	18		$	0
Exercise of prefunded warrants							$	2,405		$	0

MMEX Resources Corporation (the “Company” or “MMEX”) was formed as a Nevada corporation in 2005. The current management team lead an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed inon September 23, 2010 and ~~thereafter~~ changed the Company’s name to MMEX Mining ~~Corporation. In 2016, the Company changed its name~~Corporation on February 11, 2011 and to MMEX Resources Corporation ~~to reflect the change in its business plan to an energy focus in the Americas.~~on April 6, 2016.

The Company is a development-stage company focusing on the acquisition, development and financing of oil, gas, refining and infrastructure projects in Texas and South America, recently announcing it intends to develop solar energy to power multiple planned projects producing hydrogen and ultra-low sulfur fuels combined with carbon dioxide (CO2) capture in Texas.

Since 2016, the focus of our business plan was to build crude oil distillation units and refining facilities (“CDU’s”) in the Permian Basin in West Texas. The Company has recently revised its business plan moving MMEX to clean energy use and production. The Company plans to contribute to the clean energy solution by providing solar power to produce hydrogen with carbon capture, and for the transition to the hydrogen economy by producing hydrogen along with ultra-low sulfur transportation fuels in the interim.

The accompanying condensed consolidated financial statements include the accounts of the following entities, all of which the Company maintains control through a majority ownership or through common ownership:

[1] Pecos Refining & Transport, LLC was formed in June 2017 with the Company as its sole member. ~~Through~~Effective September 22, 2021 Pecos Refining & Transport, LLC changed its name to Pecos Clean Fuels & Transport, LLC. Pecos owns the ~~Company plans~~land on which the Company’s planned hydrogen projects are to ~~build and commence operations of one or more of its clean energy projects in the Permian Basin in West Texas.~~be developed.

As of April 13, 2016, the Company assigned AMC to an irrevocable trust (the “Trust”), whose beneficiaries are the existing shareholders of MMEX. The accounts of AMC are included in the consolidated financial statements due to the common ownership. AMC through the Trust controls the Hunza coal interest previously owned by MMEX.[2] This subsidiary is currently inactive.

All significant inter-company transactions have been eliminated in the preparation of the consolidated financial statements.

These condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for a fair presentation of the information contained therein.

Our significant accounting policies are described in our Annual Report on Form 10-K for the year ended April 30, ~~2020~~2021 filed with the SEC on ~~August 13, 2020.~~July 29, 2021.

The accompanying consolidated financial statements include the accounts of the Company and its aforementioned subsidiaries and entities under common ownership. All significant intercompany accounts and transactions have been eliminated in consolidation. The ownership interests in subsidiaries that are held by owners other than the Company are recorded as non-controlling interest and reported in our consolidated balance sheets within stockholders’ deficit. Losses attributed to the non-controlling interest and to the Company are reported separately in our consolidated statements of operations.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the 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.

Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful life of the related asset as follows:

The ~~refinery~~ land easements owned by the Company have a legal life of 10 years.

Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.

The Company has issued warrants and stock options, certain of which contain anti-dilution provisions ~~that have been~~were previously identified as derivatives. In addition, the Company has previously identified the conversion feature of convertible notes payable as derivatives. ~~As of January 31, 2021, the~~The number of warrants or common shares to be issued under these agreements is indeterminate; therefore, through April 30, 2021 the Company concluded that the equity environment iswas tainted and all ~~additional~~ warrants, stock options and convertible debt ~~are~~were included in the value of the derivatives. During the nine months ended January 31, 2022 it was determined that the Company could increase their authorized common shares at any time, therefore the environment was no longer deemed to be tainted and all derivative liabilities were written off the books.

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

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

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

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

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

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

Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:

January 31, 2021	Total		Level 1		Level 2		Level 3
January 31, 2022									Total		Level 1		Level 2		Level 3

Derivative liabilities	$	1,418,564	$	-	$	-	$	1,418,564	$	0	$	0	$	0	$	0

The Company has adopted ASC 606, Revenue from Contracts with Customers, as amended, using the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. To date, the Company has no operating revenues; therefore, there was no cumulative effect of adopting the new standard and no impact on our consolidated financial statements. The new standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

~~Costs~~All project costs incurred, ~~prior to opening the Company’s previously proposed crude oil refinery in Pecos County, Texas,~~ including acquisition of refinery rights, planning, design and permitting, have been recorded as ~~start-up~~project costs and expensed as incurred.

Basic net income or loss per share is calculated by dividing net income or loss (available to common stockholders) by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. For the ~~three months and~~ nine months ended January 31, 2022 and 2021 the dilutive effect of options, warrants, and 2020, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share.convertible notes payable was 40,686,123and 0, respectively.

Pursuant to FASB ASC 718, all share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statement of operations based on their fair values. For the ~~three months and~~ nine months ended January 31, ~~2021~~2022 and ~~2020,~~2021, the Company had no0 stock-based compensation to employees.

The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

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

~~There were~~In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Under current GAAP, there are five accounting models for convertible debt instruments. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, the FASB decided to add disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. ASU 2020-06 will be effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of this accounting pronouncement to its consolidated financial statements.

Although there are several other new accounting pronouncements issued or proposed by the FASB, ~~during the nine months ended January 31, 2021 and through the date of filing of this report that~~which the Company ~~believes~~has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial ~~statements.~~position or results of operations.

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of ~~$43,877,513~~$67,451,104 and a total stockholders’ deficit of ~~$5,801,497~~$1,062,825 at January 31, ~~2021,~~2022, and have reported negative cash flows from operations since inception. ~~In addition,~~While we dohave received debt and equity funding during the period and have cash on hand of $895,846 at January 31, 2022, we still have a working capital deficit of $1,764,546, therefore there is a question of whether or not ~~currently~~we have the cash resources to meet our operating commitments for the next twelve months and ~~we expect to~~ have, ~~ongoing requirements for~~or will obtain, sufficient capital ~~investment~~investments to implement our business plan. Finally, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established and emerging markets and the competitive environment in which we operate.

Since inception, our operations have primarily been funded through private debt and equity financing, and we expect to continue to seek additional funding through private or public equity and debt financing. ~~The ongoing Covid-19 worldwide pandemic has negatively impacted capital markets adding to the difficulty of raising either debt or equity financing.~~

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

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

~~As of January 31, 2021, accounts~~Accounts Payable and Accrued Expenses – Related Parties

Accounts payable and accrued expenses to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled ~~$445,027 comprised~~$81,052 and $272,834as of ~~$155,732 payable to Maple Resources Corporation (“Maple Resources”), $31,633 to a former officer, $252,128 to consultants who are significant shareholders or affiliates of our President~~January 31, 2022 and ~~CEO and $5,534 accrued interest payable on related party convertible notes payable.~~

~~As of~~ April 30, 2020, accounts payable and accrued expenses to related parties totaled $236,514 consisting of $101,012 payable to Maple Resources, $31,633 to a former officer, $103,179 to consultants who are significant shareholders or affiliates of our President and CEO and $690 accrued interest payable on related party convertible notes payable.2021, respectively.

Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to ~~the~~business development, ~~of our proposed energy projects,~~ financing and other corporate activities. Effective January 1, 2020, the Maple Resources consulting agreement was amended to provide for monthly consulting fees of ~~$17,897.~~$17,897and effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $20,000. During the nine months ended January 31, ~~2021~~2022 and ~~2020,~~2021, we incurred consulting fees and expense reimbursement to Maple Resources totaling $180,800and $161,073, ~~and $222,022,~~ respectively. During the nine months ended January 31, 2022 we made payments to Maple Resources of $185,899.

In addition, the consulting agreement provides for the issuance to Maple Resources of shares of our common stock each month with a value of $5,000, with the number of shares issued based on the average closing price of the stock during the prior month. ~~Because no authorized common shares are currently available, no shares have been issued to Maple Resources in~~In September 2021 we made a payment of $110,000 to pay for the consulting fees ~~for the months of November 2019~~accrued through ~~January~~August 2021 under the consulting ~~agreement.~~agreement, therefore $25,000was still owed as of January 31, 2022.

Amounts included in accounts payable and accrued expenses – related parties due to Maple Resources totaled $45,000($25,000 payable in stock) and $118,540($90,000payable in stock) as of January 31, 2022 and April 30, 2021, respectively, which was inclusive of accrued interest due under the convertible notes described below.

Effective October 1, 2018, we entered into a consulting agreement with ~~a related party~~Leslie Doheny-Hanks, the wife of our President and CEO, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. The related party consultant provides certain administrative and accounting services and is reimbursed for expenses paid on behalf of the Company. ~~As of~~During the nine months ended January 31, ~~2021, consulting fees of $37,500 were~~2022 we recorded $22,500for the amount payable in stock under the consulting agreement and recorded expense reimbursements owed to Mrs. Hanks of $22,862. In September 2021 we made a payment of $55,000to pay for the ~~related party had also advanced~~consulting fees accrued through August 2021 under the ~~Company $37,610, for a total~~consulting agreement and made repayments of ~~$75,110~~$39,374for reimbursable expenses. Amounts included in accounts payable and accrued expenses – related ~~parties. As~~parties due to Mrs. Hanks totaled $14,046($12,500 payable in stock) and $63,058 ($45,000 payable in stock) as of January 31, 2022 and April 30, ~~2020, consulting fees of $15,000 were payable in stock, and the related party had also advanced~~2021, respectively.

Effective February 1, 2021 the Company ~~$18,179, for~~entered into consulting agreements with three children of our President and CEO. The consulting agreements were extended by amendments as of December 31, 2021 to continue on a ~~total of $33,179~~month to month basis. During the nine months ended January 31, 2022 we incurred $87,215for fees and expense reimbursements to the children and paid $169,215. Amounts included in accounts payable and accrued expenses – related ~~parties. Because no authorized common shares are currently available, no shares have been issued~~parties due to the children totaled $8,500and $90,500as of January 31, 2022 and April 30, 2021, respectively.

Effective September 1, 2021, we entered into a consulting agreement with BNL Family Trust, a related party ~~in payment~~to Bruce Lemons, Director, to issue shares of ~~consulting fees~~our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. During the nine months ended January 31, 2022 we recorded $12,500 for the ~~months of November 2019 through January 2021~~amount payable in stock under the consulting ~~agreement.~~

~~As a condition for entering into an October 9, 2018 convertible debenture (see Note 8),~~agreement and made no payments, therefore the lender required affiliates of Jack W. Hanks and Bruce Lemons, our directors (the “Affiliates”), to pledge their shares of Class B Common Stock (constituting 100% of the outstanding shares of Class B Common Stock) to the lender to secure the repayment of the debenture by the Company. The pledge agreement$12,500 was later amended to substitute 1,000 shares of Series A preferred stock (constituting 100% of the outstanding shares of Series A Preferred stock) for the Class B Common Stock. As consideration to the Affiliates for entering into the pledge agreement, the Company granted a ten-year option, effective as of December 11, 2018, to the Affiliates to purchase 2,000,000 shares of the Company’s common stock at $0.08 per share.

~~As more fully discussed~~included in Note 9, Maple Resources, BNL Family Trust (a trust established for the benefit of Bruce Lemons, a director of the Company, and his family) and an individual who is a consultant and shareholder of the Company have provided funding to the Company or converted accounts payable and accrued expenses ~~in the form of convertible notes payable. As~~– related parties as of January 31, ~~2021, total principal of $139,766 and accrued interest payable of $5,534 were outstanding, and as of April 30, 2020, total principal of $43,500 and accrued interest payable of $690 were outstanding.~~2022.

[1] This convertible note was entered into on December 27, 2019 in exchange for cash of $5,500and financing fees of $5,500and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 1,000,000 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore 360,682common shares were issued to extinguish $3,967 of the principal balance. During the six months ended October 31, 2021 the Company issued 639,318shares of common stock to extinguish the full principal balance of $7,033and paid $853 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $135 during the nine months ended January 31, 2022. As of January 31, 2022 and April 30, 2021 accrued interest on the convertible note was $0 and $718, respectively.

[2] This convertible note was entered into on December 27, 2019 in exchange for cash of $11,000and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 1,000,000shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore 28,094common shares were issued to extinguish $309 of the principal balance. During the six months ended October 31, 2021 the Company issued 971,906shares of common stock to extinguish the full principal balance of $10,691. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $269 during the nine months ended January 31, 2022. As of January 31, 2022 and April 30, 2021 accrued interest on the convertible note was $1,006and $737, respectively.

[3] This convertible note was entered into on February 12, 2020 in exchange for cash of $5,000 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 454,545shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 454,545shares of common stock to extinguish the full principal balance of $5,000and paid $399 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $96 during the nine months ended January 31, 2022. As of January 31, 2022 and April 30, 2021 accrued interest on the convertible note was $0 and $303, respectively.

[4] This convertible note was entered into on March 2, 2020 in exchange for cash of $800 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into72,727shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the nine months ended January 31, 2022 the Company issued 72,727shares of common stock to extinguish the full principal balance of $800 and paid $55 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $15 during the nine months ended January 31, 2022. As of January 31, 2022 and April 30, 2021 accrued interest on the convertible note was $0 and $40, respectively.

[5] This convertible note was entered into on May 12, 2020 in exchange for accrued consulting fees worth $41,466 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 3,769,636shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the nine months ended January 31, 2022 the Company issued 3,769,636shares of common stock to extinguish the full principal balance of $41,466and paid $2,800 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $795 during the nine months ended January 31, 2022. As of January 31, 2022 and April 30, 2021 accrued interest on the convertible note was $0 and $2,005, respectively.

[6] This convertible note was entered into on July 31, 2020 in exchange for cash of $10,000 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 909,091shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the nine months ended January 31, 2022 the Company issued 909,091shares of common stock to extinguish the full principal balance of $10,000and paid $566 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $192 during the nine months ended January 31, 2022. As of January 31, 2022 and April 30, 2021 accrued interest on the convertible note was $0 and $374, respectively.

Maple Resources granted BNL Family Trust (“BNL”), a related party to Mr. Lemons, an option to purchase 1,000,000 shares of common stock from Maple Resources at a price of $0.20per share. The option expires in March 2022. Beneficial ownership of Messrs. Hanks and. Lemons give effect to the exercise of such option.

	January 31, 2020			April 30, 2020			January 31, 2022			April 30, 2021

Office furniture and equipment	$	13,864		$	13,864		$	13,864		$	13,864
Computer equipment and software		10,962			10,962			10,962			10,962
Refinery land		67,088			67,088			312,485			67,088
Refinery land improvements		452,005			452,005			462,112			452,005
Refinery land easements		37,015			37,015			37,015			37,015
		580,934			580,934			836,438			580,934
Less accumulated depreciation and amortization		(100,046	)		(73,890	)		(135,617	)		(108,765	)

	$	480,888		$	507,044		$	700,821		$	472,169

On ~~July 28, 2017, the Company acquired 126~~May 20, 2021, we entered into a Purchase and Sale Agreement to acquire 323.841 acres of land ~~located~~in, or near, ~~Fort Stockton,~~Pecos County, Texas, ~~for $67,088. This 126-acre parcel is the tract~~which closed on which the Company had planned to build a crude oil refinery (Note 6) but is converting to one or more of the Company’s clean fuels projects. Subsequently through January 31, 2021, the Company incurredJuly 27, 2021. We paid a total of ~~$478,480 additional costs to acquire certain easements related to~~$245,397 for the ~~land parcel and make other improvements.~~acquisition.

Depreciation and amortization expense totaled ~~$8,718 for the three months ended January 31, 2021~~$26,852 and ~~2020 and totaled~~ $26,156 ~~and $25,943~~ for the nine months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

On March 4, 2017, we entered into an agreement with Maple Resources, a related party, to acquire all of Maple’s right, title and interest (the “Rights”) in plans to build a crude oil refinery in Pecos County, Texas (the “Refinery Transaction”). On July 28, 2017, we acquired a 126-acre parcel of the land, which is the site for our project, at a purchase price of $550 per acre, or $67,088.

The Company has revised its business plan moving MMEX to clean energy use and production. The Company plans to contribute to the clean energy solution by providing solar power to produce hydrogen with carbon capture, and for the transition to the hydrogen economy by producing hydrogen along with ultra-low sulfur transportation fuels in the interim.

MMEX has entered preliminary understandings with third parties to develop potentially two separate technologies - one utilizing natural gas and the other using the Permian light crudes and condensates. The Company is negotiating with a European co-developer partner to develop and finance a hydrogen and gas to liquids project at the MMEX Pecos County, Texas site to produce hydrogen, ultra-low sulfur diesel and gasoline with carbon capture and storage employing steam methane reformer technology with the abundant natural gas supplies in the immediate area as the feedstock.

Additionally, MMEX is in discussions regarding a second parallel plant in Pecos County with a separate technology provider, to utilize the light crude oil and condensates from the Permian Basin to produce finished products of ultra-low sulfur diesel, renewable diesel and gasoline.

~~Our ability to implement this business plan will depend upon the availability of debt and equity financing, as to which there can be no assurance.~~

	January 31, 2021		April 30, 2020		January 31, 2022		April 30, 2021

Accrued payroll	$	30,090	$	30,090	$	30,090	$	30,090
Accrued consulting		24,000		24,000		18,000		60,000
Accrued interest and penalties		1,000,974		402,126		706,168		623,085
Other		62,541		63,231		94,174		94,174

	$	1,117,605	$	519,447	$	848,432	$	807,349

~~Accrued interest payable on note payable, currently in default, totaled $57,134 and $51,509 at January 31, 2021 and April 30, 2020, respectively.~~

[1] Effective February 22, 2021 the Company entered into a promissory note with GS Capital Partners, LLC, with a principal amount of $1,000,000, which is subject to drawdown requests by the Company. The maturity date of the note is the earlier of (i) December 31, 2021 or (ii) the consummation by the Company of an equity or equity-based financing providing net proceeds to the Company sufficient to retire the outstanding indebtedness under the note. The note has an interest rate of ten percent per annum from the date of each drawdown. On June 21, 2021 the Company received $200,000 from a draw on the note, however, repaid the amount in full on July 20, 2021.

[2] Effective March 8, 2021 the Company entered into a promissory note with JSJ Investments, Inc with a principal amount of $75,000. The maturity date of the note is March 8, 2022 and the note has an interest rate of 10% per annum from the date of funding. This note was paid in full in February 2022, see Note 13.

[3] Effective March 11, 2021 the Company entered into a promissory note with Vista Capital Investments, Inc with a principal amount of $250,000. The maturity date of the note is March 11, 2022 and the note has an interest rate of 10% per annum from the date of funding. This note was partially repaid in February 2022, see Note 13.

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

~~Effective January 11, 2019,~~[1] On March 8, 2010, the Company ~~issued and delivered~~closed a note purchase agreement with an accredited investor pursuant to ~~One44 Capital LLC (“One44”)~~which the Company sold a ~~10%~~$50,000 convertible note in a private placement transaction. In the ~~principal amount of $120,000. The~~transaction, the Company received ~~net~~ proceeds of ~~$114,000 after payment~~$35,000 and the investor also paid $15,000 of ~~$6,000~~consulting expense on behalf of the ~~fees~~Company. The convertible note was due and ~~expenses~~payable on December 31, 2010 with an interest rate of 10% per annum. The note is convertible at the option of the ~~lender and its counsel. One44, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note~~holder into ~~shares of~~our common stock at a ~~40% discount from the lowest trading~~fixed conversion price ~~during the 20 days prior~~of $3.70, subject to adjustment for stock splits and ~~including the day the notice of conversion is received by~~combinations.

[2] On January 28, 2011 and February 1, 2011, the Company ~~with~~closed a ~~floor of $0.03 per share. The note matured on January 11, 2020 and was~~Convertible Note Agreement totaling $514,900 in ~~default as of January 31, 2021. The note had a principal balance of $59,400 as of January 31, 2021 and April 30, 2020.~~

~~Effective January 17, 2019, the Company issued and delivered to JSJ Investments, Inc. (“JSJ”) a 12% convertible note in the~~ principal amount of ~~$125,000. The Company received net proceeds of $122,000 after payment of $3,000~~25% Convertible Note (the "Notes") due on the first anniversary of the ~~fees and expenses~~date of the ~~lender~~Note, to a group of institutional and ~~its counsel. JSJ, at any time at its option, may convert~~high net worth investors. The Notes are convertible into the ~~unpaid principal balance of, and accrued interest on, the note into shares of~~Company's common stock at ~~$0.03~~the holders' option at $1.00 per ~~share or, upon~~common share. All but $25,000 of the ~~occurrence of certain defined defaults, at a 42% discount to the lowest trading price during the 20 days prior to the date the notice of conversion is received by the Company. The note matured~~promissory notes plus interest were paid in full on January 17, 2020, with the interest rate increasing to 18%, and was in default as of January 31, 2021. During the nine months ended January 31, 2021, the Company issued a total of 500,000,000 shares of its common stock to JSJ in conversion of $26,500 principal. The note had a principal balance of $26,528 as of January 31, 2021 and $53,028 as of April 30, 2020.March 23, 2011.

Effective April 24, 2019, the Company issued and delivered to EMA Financial, LLC (“EMA”) a 10% convertible note in the principal amount of $55,000. The note was issued at a discount and the Company received net proceeds of $50,000 after payment of $3,750 of the fees and expenses of the lender and its counsel. EMA, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to the day the notice of conversion is received by the Company. The note matured on January 24, 2020, with the interest rate increasing to 24%, and was in default as of January 31, 2021. In November 2019, a penalty of $25,000 was added to the principal of the note. The note had a principal balance of $42,365 as of January 31, 2021 and April 30, 2020.

[3] Effective January 31, 2019, the Company issued and delivered to Auctus Fund, LLC (“Auctus”) a 10% convertible note in the principal amount of $125,000. The Company received net proceeds of $112,250 after payment of $12,750 of the fees and expenses of the lender and its counsel. Auctus, on or following the 180^th calendar day after the issuance date of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock a 40% discount to the lowest trading price during the 20 days prior to the date the notice of conversion is received by the Company. The note matured on January 31, 2020 ~~with the interest rate increasing to 24%,~~ and was in default as of ~~January 31, 2021.~~April 30, 2020. The Company could redeem the note at redemption prices ranging from 120% to 135% during the first 180 days after issuance. The Company could not redeem the note after 180 days from the issuance date. The note had a principal balance of $125,000 as of April 30, 2019. During year ended April 30, 2020, Auctus converted principal of $33,669 into common shares of the Company, resulting in a principal balance of $91,331 as of ~~January 31, 2021 and~~ April 30, 2020. During the year ended April 30, 2021 there was no activity on the note so the balance remained unchanged. During the nine months ended on January 31, 2022 this note was paid in full.

[4] Effective ~~February~~December 27, 2019 the Company issued and delivered to ~~Coventry Enterprises, LLC (“Coventry”)~~ a ~~10%~~consultant a 5% convertible note in the principal amount of ~~$55,000. The Company received net proceeds of $52,500 after~~$10,000 in payment of ~~$2,500~~accrued fees of $10,000 that was convertible into common shares of the ~~fees and expenses~~Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and ~~its counsel. Coventry,~~the shares were not issued, due to a lack of sufficient shares of common stock at ~~any~~the time the conversion was requested. During the nine months ended January 31, 2022 the Company issued 909,091 shares of common stock to extinguish the full principal balance of $10,000 and paid $863 in cash to extinguish all of the accrued interest due under the note.

[5] Effective December 27, 2019 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $10,000 in payment of accrued fees of $10,000 that was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore common shares were issued to extinguish $281 of the principal balance. During the nine months ended January 31, 2022 the Company issued 883,551 shares of common stock to extinguish the full principal balance of $9,719 and paid $856 in cash to extinguish all of the accrued interest due under the note.

[6] Effective January 22, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $6,500 in exchange for cash. The note was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the nine months ended January 31, 2022 the Company issued 590,909 shares of common stock to extinguish the full principal balance of $6,500 and paid $538 in cash to extinguish all of the accrued interest due under the note.

[7] Effective May 14, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $34,000 in payment of accrued fees of $34,000 that was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the nine months ended January 31, 2022 the Company issued 3,090,909 shares of common stock to extinguish the full principal balance of $34,000 and paid $2,287 in cash to extinguish all of the accrued interest due under the note.

[8] Effective September 9, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $10,000 in exchange for cash. The note was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore common shares were issued to extinguish $775 of the principal balance. During the nine months ended January 31, 2022 the Company issued 838,591 shares of common stock to extinguish the full principal balance of $9,225 and paid $505 in cash to extinguish all of the accrued interest due under the note.

[1] Effective March 31, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $200,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to November 30, 2020. The extension fee was payable in cash at the earlier of (1) in connection with, and at the time of repayment of the Notes, or (2) on November 20, 2020, however, on December 31, 2021 GS agreed to extend the due date of this note, along with the $90,000 note dated February 4, 2020 (see [2] below), to March 31, 2022 in exchange for $15,000, which was recorded as interest expense during the nine months ending January 31, 2022. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to ~~and including~~conversion (with a floor of $3.00 per share during the day the notice of conversion is received by the Company. The note matured on February 27, 2020, with the interest rate increasing to 24%, and was in default as of January 31, 2021. The note had a principal balance of $2,009 as of January 31, 2021 and April 30, 2020.first six months after issuance.)

[2] Effective ~~March 25, 2019,~~February 4, 2020, the Company issued and delivered to ~~Geneva Roth Remark Holdings, Inc. (“Geneva”) a 9%~~GS an 18% convertible note in the principal amount of ~~$56,500.~~$90,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to February 4, 2020. The extension fee was payable in cash at ~~a discount, resulting~~the earlier of (1) in connection with, and at the ~~Company’s receipt~~time of ~~$50,000 after payment of $3,000~~repayment of the ~~fees and expenses of~~Notes, or (2) on November 20, 2020, however, on December 31, 2021 GS agreed to extend the lender and its counsel and an original issue discount of $3,500. Geneva, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock beginning 180 days following thedue date of the note, ~~at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on June 25, 2020,~~along with the $200,000 note dated March 31, 2020 (see [1] above), to March 31, 2022 in exchange for $15,000, which was recorded as interest ~~rate increasing to 22%, and was in default as of January 31,2021. During~~expense during the nine months ~~ended~~ending January 31, 2021, the Company issued a total of 804,096,140 shares of its common stock in conversion of $56,287 principal. The note had a principal balance of $213 as of January 31, 2021 and $56,500 as of April 30, 2020.

Effective June 4, 2019, the Company issued and delivered to Geneva a 9% convertible note in the principal amount of $56,500. The note was issued at a discount and the Company received $50,000 after an original issue discount of $3,500 and payment of $3,000 of fees and expenses of the lender and its counsel. Geneva, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on September 4, 2020, with the interest rate increasing to 22%, and was in default as of January 31, 2021. During the nine months ended January 31, 2021, the Company issued a total of 785,936,138 shares of its common stock in conversion of $55,016 principal. The note had a principal balance of $1,484 as of January 31, 2021 and $56,500 as of April 30, 2020.

Effective May 7, 2019, the Company issued and delivered to Odyssey Capital Funding LLC (“Odyssey”) a 10% convertible note in the principal amount of $100,000. The Company received $95,000 after payment of $5,000 of fees and expenses of the lender and its counsel. Odyssey,2022. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to ~~and including the~~ conversion ~~date~~ (with a floor of ~~$0.03~~$3.00 per share ~~for~~during the first six months ~~following the date of the note). The note matured on May 7,~~after issuance.)

[3] Effective December 15, 2020, ~~with the interest rate increasing to 24%, and was in default as of January 31, 2021. A penalty of $10,000 has been added to the principal of the note. During the nine months ended January 31, 2021,~~ the Company ~~issued~~entered into a ~~total of 423,346,386 shares of its common stock in conversion of $17,100 principal. The~~fourth amendment to certain convertible notes with GS ($110,000 note ~~had a principal balance of $92,900 as of January 31, 2021 and $100,000 as of April 30, 2020.~~

~~Effective~~dated September 13, 2018, $70,000 note dated September 18, 2018, $600,000 note dated October 5, 2018, and $110,000 note dated February 20, 2019) to extend the notes due dates from December 20, 2020 to December 31, 2020. In conjunction with the extension, the Company ~~issued and delivered to Vista Capital Investments, LLC (“Vista”) a convertible note in the original maximum principal amount of $550,000 (consisting of~~entered into an initial advance of $100,000 on such date and possible future advances). An original issue discount equal to 10% of each advance was added to principal. The maturity date of advances under the convertible note is two years from the date of each advance. Terms of the convertible note include certain penalties for additional principal and changes in conversion prices when the trading price of the Company’s common stock decreases to defined levels.

An original issue discount of $10,000 and a one-time 12% interest charge of $13,200 was added to the $100,000 advance at inception, resulting in total initial principal of $123,200. The note matured September 13, 2020 and was in default as of January 31, 2021. As of January 31, 2021 and April 30, 2020, the note had a principal balance of $1,380.

On October 16, 2018, the Company received proceeds of $200,000 from a second advance under the Vista long-term convertible note. An original issue discount of $20,000 and a one-time 12% interest charge of $26,400 was added to the note principal, resulting in total principal of $246,400. Effective May 14, 2019, Vista assigned $123,200 of this note, resulting in a principal balance of $123,200. The note matured on October 16, 2020 and was in default as of January 31, 2021. In January 2021, the Company issued 250,000,000 shares of its common stock in conversion of $15,000 principal. As of January 31, 2021, the note had a principal balance of $108,200 and as of April 30, 2020, the note had a principal balance of $123,200.

~~Effective June 19, 2019, the Company issued and delivered to Odyssey a 10%~~18% convertible note in the principal amount of ~~$250,000. Of the~~$80,000. The note ~~proceeds, $144,296~~ was ~~paid to One44 to redeem its February 27, 2019 convertible note~~issued at a discount and the Company received ~~$80,704~~net proceeds of $75,000 after ~~payment~~an original issue discount of ~~$25,000 of legal and brokerage fees. Odyssey,~~$5,000. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to ~~and including the date of~~ conversion (with a floor of ~~$0.03~~$3.00 per share ~~for~~during the first six months ~~following~~after issuance). In June of 2021 the ~~date~~Company issued 11,814 common shares to convert $40,000 worth of principal and $2,027 worth of accrued interest under the terms of the ~~note). The note matured on June 19, 2020,~~agreement. In September of 2021 the Company entered into a settlement agreement with GS where 108,878 common shares were issued to convert the remaining $40,000 worth of principal and $2,462 worth of accrued interest ~~rate increasing to 24%, and was in default as of January 31, 2020. A penalty of $25,000 has been added to~~under the ~~principal~~terms of the ~~note. The note had~~agreement and $4,584 worth of accrued interest was forgiven and recorded as a ~~principal balance~~gain on extinguishment of ~~$275,000 and $250,000 as of January 31, 2021 and April 30, 2020, respectively.~~liabilities.

[4] Effective December ~~27,~~31, 2020, the Company ~~issued~~entered into a fifth amendment to certain convertible notes with GS ($110,000 note dated September 13, 2018, $70,000 note dated September 18, 2018, $600,000 note dated October 5, 2018, and ~~delivered~~$110,000 note dated February 20, 2019) to ~~a consultant a 5% convertible note in~~extend the notes due dates from December 31, 2020 to August 31, 2021. In exchange for the extension, the aggregate principal ~~amount of $10,000 in payment of accrued fees of $10,000. Subject to available common shares to issue, the note is convertible into common shares~~amounts of the ~~Company at a conversion price equal to 110% of the lowest price at which shares of our common stock have been issued~~notes increased by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On December 27, 2019, the consultant simultaneously submitted a notice to convert the note into 9,090,909,091 shares of the Company’s common stock. The conversion was not completed, and the shares have not been issued pending an increase in the number of authorized shares of common stock. The note matured on December 27, 2020 and was in default as of January 31, 2021. The note had a principal balance of $10,000 as of January 31, 2021 and April 30, 2020.

Effective February 7, 2019, the Company issued and delivered to Geneva Roth Remark Holdings, Inc. (“Geneva”) a 12% convertible note in the principal amount of $56,500. The note was issued at a discount, resulting in the Company’s receipt of $50,000 after payment of $3,000 of the fees and expenses of the lender and its counsel and an original issue discount of $3,500. Geneva,$80,000. GS, at its option, ~~may~~could convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock beginning 180 days following the date of the note at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on May 7, 2020, with the interest rate increasing to 22% and was in default until converted in full in August 2020. In August 2020, the Company issued a total of 558,285,713 shares of its common stock to Geneva in full conversion of $35,900. The note had a principal balance of $0 as of January 31, 2021 and $35,900 as of April 30, 2020.

As detailed above through January 31, 2021, the Company has issued and delivered to GS Capital Partners, LLC (“GS”) convertible notes with a total principal amount of $1,230,000. In December 2020, the maturity date of the notes was extended to August 31, 2021 and subsequently to December 31, 2021 (See Note 14). The notes bear interest at an annual rate of 18%. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the notes into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to ~~conversion.~~

conversion (with a floor of $3.00 per share during the first six months after issuance). During the nine months ended January 31, ~~2021,~~2022, GS forgave the ~~Company issued a total of 524,855,499 shares~~$80,000 note and $11,993 of its ~~common stock to GS in conversion~~related accrued interest, therefore $91,993 was recorded as a gain on extinguishment of ~~$24,700 principal of the September 13, 2018 note, extinguishing the debt in full. The note had a principal balance of $24,700 as of April 30, 2020.~~liabilities.

[5] Effective ~~October 9, 2018,~~March 26, 2021, the Company issued and delivered to GS a 10% convertible ~~debenture~~note in the principal amount of ~~$600,000.~~$82,000. The ~~debenture~~note was issued ~~with an original issue~~at a discount and the Company received net proceeds of ~~$50,000, resulting in~~$78,500 after payment of $3,500 of fees and expenses of the ~~Company’s receipt of $550,000 of net proceeds. The debenture was issued pursuant to a securities purchase agreement, which allows for~~lender and its counsel. During the ~~issuance of additional debentures to one or more holders on substantially identical terms.~~first 180 days, GS, at its option, ~~on and after the six-month anniversary of the date of issuance, may~~could convert the unpaid principal balance of, and accrued interest on, the ~~debentures~~note into shares of common stock at a price of $0.015 per share and thereafter at 34% discount from the lowest trading price during the 15 days prior to conversion. The Company could redeem the note at redemption prices ranging from 110% to 118% during the first 180 days after issuance. During the nine months ended January 31, 2022, the Company repaid this note in full.

In addition to the Convertible Notes outstanding as of January 31, 2022 and April 30, 2021, as noted above, effective June 22, 2021, the Company issued and delivered to GS a ~~40%~~10% convertible note in the principal amount of $82,000. The note was issued at a discount and the Company received net proceeds of $78,500 after payment of $3,500 of fees and expenses of the lender and its counsel. During the first 180 days, GS, at its option, could convert the unpaid principal balance of, and accrued interest on,the note into shares of common stock at a price of $0.015 per share and thereafter at 34% discount from the average of the ~~three~~two lowest trading prices during the 25 days prior to conversion. Affiliates of Jack W. Hanks and Bruce Lemons, our directors, pledged their shares of Series A preferred stock (constituting 100% of the outstanding shares of Series A preferred stock) to GS to secure the repayment of the debenture by the Company.

Of the convertible notes payable to GS, the February 4, 2020 note for $90,000, the March 31, 2020 note for $200,000 and the December 31, 2020 note for $80,000 were issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS. The other convertible notes payable to GS were issued at a discount to GS for cash.

In connection with a March 2020 extension of maturity dates, the Company and GS agreed to a Joint Motion for Agreed Judgement to include $1,094,750 principal amount of the notes and accrued interest and penalties of $487,166, which amount is included in accrued expenses as of January 31, 2021. See Note 14 regarding the subsequent dismissal of this Joint Motion in March 2021

The Company has identified the conversion feature of its convertible notes payable as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 11).

~~Accrued interest payable on convertible notes payable totaled $594,989 and $351,307 as of January 31, 2021 and April 30, 2020, respectively.~~

~~The convertible notes payable – related party accrue interest at an annual rate of 5%. Accrued interest payable totaled $5,534 and $690 at January 31, 2021 and April 30, 2020, respectively.~~

Subject to available common shares available to issue, the convertible notes payable – related party are convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which shares of our common stock have been issued by the Company during the twenty15 prior trading days including the day ~~upon which a notice~~ of ~~conversion is received by the Company.~~

conversion. The Company ~~has identified~~could redeem the ~~conversion feature of its convertible notes payable – related party as a derivative and estimated~~note at redemption prices ranging from 110% to 118% during the ~~fair value of~~first 180 days after issuance. During the ~~derivative using a multinomial lattice model simulation and assuming~~nine months ended January 31, 2022, the ~~existence of a tainted equity environment (see Note 11).~~

~~On the effective date of certain of the convertible notes payable detailed above, the related party lenders simultaneously submitted notices to convert the total~~Company repaid this note ~~principal of loans into shares of the Company’s common stock. The conversions were not completed, and the shares have not been issued pending an increase~~ in ~~the number of authorized shares of common stock.~~full.

~~In April 2020 and~~With an effective date of January 25, 2021, ~~two loans~~a loan to the Company ~~were~~was approved under the terms and conditions of the Paycheck Protection Program ~~(“PPP”)~~ of the United States Small Business Administration (“SBA”) and the CARES Act (2020) (H.R. 748) (15 U.S.C. 636 et seq.) ~~(the “Act”~~(“the Act”) in the amount of ~~$167,900~~$150,000 and ~~$150,000, respectively. The loans may be~~was funded on January 26, 2020. During the nine months ended January 31, 2022, Company was notified that its loan was forgiven pursuant to the provisions of the ~~Act. PPP loans payable had~~Act, therefore $150,000 was recorded as a ~~total balance~~gain on extinguishment of ~~$317,900 and $167,900 as of January 31, 2021 and April 30, 2020.~~liabilities.

On July 14, 2020, the Company received $10,000 pursuant to the SBA’s Express Bridge Loan Pilot Program. This program allows small businesses who have a business relationship with an SBA Express Lender to access up to $25,000 quickly. The funds were advanced to the Company since it ~~has~~had applied for an Economic Injury Disaster Loan (“EIDL”). The loan had a balance of $10,000 as of January 31, ~~2021 and is to be repaid in full by proceeds from the EIDL.~~2022.

~~The~~In a series of subscription agreements, the Company ~~has~~ issued warrants ~~and stock options,~~in prior years that contain certain ~~of which contain~~ anti-dilution provisions that have previously been identified as derivatives. In addition, the Company ~~has~~previously identified the conversion feature of certain convertible notes payable and convertible preferred stock as derivatives. ~~As of January 31, 2021, the~~The number of warrants or common shares to be issued under these agreements is indeterminate; therefore, through April 30, 2021 the Company concluded that the equity environment iswas tainted and all ~~additional~~ warrants, stock options and convertible debt ~~are~~were included in the value of the derivatives. ~~We estimate~~During the three months ended July 31, 2021, it was determined that the Company could increase their authorized common shares at any time, based on an agreement of the majority of voters to do so when needed, therefore the environment was no longer deemed to be tainted and all derivative liabilities were written off the books.

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

During the nine months ended January 31, ~~2021,~~2022, we had the following activity in our derivative liabilities:

~~Key inputs and assumptions used in valuing the Company’s derivative liabilities as of January 31, 2021 are as follows:~~

These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

As of ~~January 31, 2020,~~April 30, 2021, the Company had authorized ~~25,010,000,000~~11,000,000 shares of capital stock, consisting of ~~25,000,000,000~~10,000,000 shares of common stock and ~~10,000,000~~1,000,000 shares of preferred stock. ~~See Note 14.~~

~~Effective July 30, 2019,~~However, on August 16, 2021, the Company ~~filed a Certificate~~approved an amendment to its Articles of ~~Designation designating Series A preferred~~Incorporation to increase the number of its authorized shares of common stock ~~consisting of 1,000 shares and having the rights and preferences set forth in the Certificate of Designation of the Series A preferred stock, as detailed below.~~from 10,000,000 to 200,000,000. Shareholders owning in excess of 50.1% of the outstanding shares of voting common stock of the Company executed a written consent approving ~~an amendment to Article IV~~the amendment. As of ~~the Amended and Restated Articles of Incorporation of~~January 31, 2022, the Company ~~for this proposal.~~had authorized 201,000,000 shares of capital stock, consisting of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock.

During the nine months ended January 31, 2022, the Company issued a total of 15,843,721 shares of its common stock: 170,000 shares (plus 3,580,000 prefunded warrants and 2,575,500 warrants, see Warrants below) for cash of $3,000,000; 6,433,743 shares valued at $154,437 in conversion of convertible notes principal of $149,444, accrued interest payable of $4,490 and payment of fees of $504; 6,817,224 shares valued at $74,989 in conversion of related party convertible notes principal; 17,754 shares issued pursuant to the rounding of fractional shares in connection with our reverse stock split; and 2,405,000 shares issued for the exercise of prefunded warrants. In conjunction with the stock and warrants issued for cash, the Company also issued 337,500 warrants to the placement agent (see Warrants below) and recognized $349,150 in out-of-pocket offering costs.

During the nine months ended January 31, 2021, the Company issued a total of ~~4,096,519,876~~409,652 shares of its common stock in conversion of convertible notes principal of $230,504, accrued interest payable of $21,311, and conversion fees of $1,336. Settlement of derivative liabilities in the debt conversions totaled $90,019. ~~No gain or loss was recorded since the debt conversions were completed within the terms of the underlying agreements.~~

During the nine months ended January 31, 2020, the Company issued a total of 13,284,656,045 shares of its common stock: 30,000 shares for services valued at $84; 169,913,936 shares valued at $46,945 in payment of accrued expenses of $55,500 resulting in a gain on extinguishment of debt of $8,555; 6,678,348,473 shares valued at $811,676 in conversion of convertible notes principal of $769,256, accrued interest payable of $33,670 and payment of fees of $8,750; and 6,436,363,636 shares in conversion of convertible notes payable – related party principal of $354,000. Settlement of derivative liabilities in debt conversions and repayments totaled $785,914. No gain or loss was recorded since the debt conversions were completed within the terms of the underlying agreements.

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

During the nine months ended January 31, 2022 and 2021 the Company did not issue any shares of its preferred stock.

The Series B preferred stock has a stated value equal to $1,000, has no redemption or voting rights, and are entitled to receive dividends on preferred stock equal, on an as-of-converted-to-common-stock basis, to and in the same form as the dividends paid on shares of the common stock. The Series B preferred stock is convertible, at the option of the holder, into the number of shares of common stock determined by dividing the stated value of such share of Preferred Stock by the Conversion Price of $0.10, subject to adjustment.

During the nine months ended January 31, 2022 the Company designated 1,500 shares of preferred stock as Series B and issued 1,500 shares of Series B preferred stock (plus 31,975,000 warrants, see Warrants below) for cash of $1,500,000. In conjunction with the stock issued for cash, the Company also issued 1,350,000 warrants to the placement agent (see Warrants below) and recognized $206,650 in out-of-pocket offering costs.

Effective August 1, 2019, the Company issued 1,000 shares of Series A preferred stock to Maple Resources, a related party, for services rendered, which shares were outstanding as of January 31, 2021 and April 30, 2020. The shares were valued at $23,900 by an independent valuation firm. The holders of the Company’s Series A Preferred Stock pledged their shares to GS to secure the outstanding indebtedness of the Company to GS (see Notes 8 and 14).

The Company has issued warrants in prior years to investors in a series of subscription agreements in equity financings or for other stock-based compensation. Certain of the warrants contain anti-dilution provisions that the Company has previously identified as derivatives. ~~We estimate~~The Company estimates the fair value of the derivatives using multinomial lattice models that value the warrants based on a probability weighted cash flow model using projections of the various potential outcomes and considering the previous existence of a tainted equity environment (see Note ~~11)~~10).

A summary of warrant activity during the nine months ended January 31, ~~2021~~2022 is presented below:

~~The warrant shares granted during~~During the nine months ended January 31, ~~2021 are comprised of warrant shares~~2022 the Company granted 529,852 warrants issued to warrant holders pursuant to anti-dilution ~~provisions.~~provisions, 6,493,000 warrants issued in conjunction with the sale of common stock (see Common Stock above), and 33,325,000 warrants issued in conjunction with the sale of Series B preferred stock (see Series B Preferred Stock above). As the fair value of the warrants granted would have had a net zero impact to equity (increasing additional paid in capital and recording offering costs for the same amount), the Company did not break out or complete a separate valuation of the warrants granted in association with either capital raise.

AsOf the 6,493,000 warrants granted with the sale of common stock, 3,580,000 were prefunded, therefore have a ~~condition for entering into the October~~zero exercise price and no expiration. The remaining warrants have a 5 ~~2018 GS convertible debenture (see Note 8), GS required affiliates of Jack W. Hanks~~year life and ~~Bruce Lemons, our directors (the “Affiliates”), to pledge their shares of Class B Common Stock (constituting 100%~~2,575,500 of the ~~then outstanding shares of Class B Common Stock) to GS to secure~~warrants were issued with a $0.80 exercise price while the ~~repayment of the debenture by the Company. As consideration to the Affiliates for entering into the GS pledge agreement, the Company granted~~other 337,500 were issued with a ten-year option, effective as of December 11, 2018, to the Affiliates to purchase 2,000,000 common shares of the Company at $0.08 per share. Effective November 30, 2020, the option agreement discussed in Note 12 was amended to cancel the option.

~~A summary of the stock option activity during~~$1.00 exercise price. During the nine months ended January 31, ~~2021 is presented below:~~

~~Common Stock Reserved~~2022, the Company modified the terms of the 2,575,500 warrants which resulted in the exercise price changing from $0.80 to $0.0001. The Company accounted for this modification as a cancellation of the previous award and issuance of a new award in its place, however, as there was no change in the fair value as a result of the modification, no additional expense was recorded on the Company’s books.

~~Combined~~Of the 33,325,000 warrants granted with the ~~17,449,348,348 common shares outstanding as~~sale of ~~January 31, 2021, all authorized common shares~~Series A preferred stock, 14,399,500 have ~~been issued or reserved for issuance~~an exercise price of ~~outstanding~~$0.0001, 17,575,500 have an exercise price of $0.10, and 1,350,000 have an exercise price of $0.125. All 33,325,000 warrants ~~stock options, and convertible notes payable and no common shares are available for share issuances other than those shares included in the reserves.~~

~~On March 31, 2020,~~In the ~~Company entered into an amendment~~ordinary course of business, we may be, or have been, involved in legal proceedings from time to time. During the convertible debt notes with GS Capital Partners, LLC (“GS Capital”) to extend the maturity dates to November 20, 2020. As consideration for the extension, the parties agreed to a Joint Motion for Agreed Judgement to include the $1,094,750 principal amount of the notes and accrued interest and penalties of $487,166, which amount is included in accrued expenses as ofnine months ended January 31, 2021. The holders of the Company’s Series A preferred stock pledged their shares to GS Capital to secure the outstanding indebtedness. Pursuant to the Sixth Amendment to Promissory Notes (see Note 14), the judgment was dismissed with prejudice, the maturity dates of all GS convertible notes2022 we were ~~extended to December 31, 2021 and the pledge of Series A preferred stock was cancelled.~~not involved in any material legal proceedings.

In accordance with ASC 855-10, ~~all~~there have been no subsequent events ~~have been~~that are required to be reported through the filing date ~~as set forth~~of these consolidated financial statements other than those stated below.

~~Common Shares Issued~~On February 22, 2022 the Company made a payment of $82,212 ($70,000 of principal and $7,212 of accrued interest) to JSJ Investments, Inc. to pay their March 8, 2021 promissory note in full.

On February 23, 2022 the Company made a payment of $136,952 ($113,048 of principal and $23,904 of accrued interest) to Vista Capital Investments, LLC and replaced their original March 11, 2021 note with a note for the remaining $136,952 principal still owed. The new note is due on December 31, 2022 and incurs interest at 10% per annum.

On February 28, 2022 the Company closed a Purchase and Sale Agreement to acquire 632 acres of land in Pecos County, Texas. The Company paid a total of $281,143 in cash (this was in addition to the $25,700 paid prior to closing for deposits on the purchase) and entered into a promissory note to pay the remaining $102,500 due for the acquisition. The promissory note has an interest rate of 10% per annum and the Company is to begin making monthly payments of $3,309, starting on April 1, 2023, until the note and accrued interest is paid in full.

On March 3, 2022 the Company issued a promissory note to Sabby Volatility Warrant Master Fund, Ltd. for $165,000 in full satisfaction of liquidated damages owed pursuant to a Registration Rights Agreement dated December 22, 2021. The note incurs interest at 5% per annum and is due on February 28, 2023.

Subsequent to January 31, ~~2021,~~2022 the Company issued ~~a total~~500,000 shares of ~~11,935,881,866~~ common ~~shares: 8,935,881,866 shares to lenders in~~stock for the ~~conversion~~exercise of debt principal of $895,221, accrued interest payable of $172,980 and conversion fees of $9,120 and 3,000,000,000 shares to related party debt holders and consultants for conversion of debt totaling $3,300.

Effective February 16, 2021, the Company amended its Articles of Incorporation to increase the number of its authorized shares from 25,010,000,000 to 37,010,000,000 shares, comprised of 37,000,000,000 common shares and 10,000,000 preferred shares.

~~On February 22, 2021, the Company and GS entered into a Sixth Amendment to Promissory Notes pursuant to which:~~prefunded warrants.

On March 5, 2021, GS funded $250,000 pursuant to a promissory note due on the earlier of (i) December 31, 2021 or (ii) our consummation of an equity or equity-based financing sufficient to retire such outstanding note. The note bears interest at the rate of 10% per annum. The note is unsecured and is not convertible into our equity securities. The note allows for future mutually agreed drawdowns of a maximum additional $750,000.

On March 8, 2021, JSJ funded $75,000 pursuant to a promissory note due December 31, 2021. The note bears interest at the rate of 10% per annum. The note is unsecured and is not convertible into our equity securities.

On March 11, 2021, Vista funded $250,000 pursuant to a promissory note due March 11, 2022. The note bears interest at the rate of 10% per annum. The note is unsecured and is not convertible into our equity securities.

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

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

MMEX Resources Corporation was formed as a Nevada corporation in 2005. The current management team lead an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed in 2010 and thereafter changed the Company’s name to MMEX Mining Corporation. In 2016, the Company changed its name to MMEX Resources Corporation to reflect the change in its business plan to an energy focus in the Americas.

Since 2016, the focus of our business ~~plan was~~has been to build crude oil distillation units and refining facilities ~~(“CDU’s”)~~(CDUs) in the Permian Basin in West Texas.

~~The Company has~~ We revised ~~its~~our business plan ~~moving~~in 2021 to move MMEX to clean energy use and ~~production.~~production, leveraging our history, management and business relationships from the traditional energy sector. The ~~Company~~focus of our business plan is to

Our immediate plans are to ~~contribute to~~pursue the following three projects powered by solar energy:

Project 1: A clean ~~energy solution by providing solar power~~fuels 10,000 barrel per day facility at our Pecos County site to produce ~~hydrogen~~87° gasoline, ultra-low sulphur diesel and low-sulphur fuel oil, utilizing the Ultra Fuels Plus with carbon capture ~~and for the transition to the hydrogen economy by producing hydrogen along with ultra-low sulfur transportation fuels in the interim.~~concept.

~~MMEX has entered preliminary understandings~~Project 2: We have teamed with ~~third parties~~Black Tree Group to develop ~~potentially two separate technologies - one utilizing natural gas and the other using the Permian light crudes and condensates. The Company is negotiating with~~ a ~~European co-developer partner to develop and finance a hydrogen and gas to liquids project at the MMEX~~“blue hydrogen” facility in Pecos County ~~Texas site~~ to produce hydrogen ~~ultra-low sulfur diesel and gasoline~~ with carbon capture and storage employing steam methane reformer technology with the abundant natural gas supplies in the immediate area as the feedstock.

~~Additionally, MMEX is in discussions regarding a second~~Project 3: A parallel “green hydrogen” plant in Pecos County, ~~with a separate technology provider,~~which plans to utilize the ~~light crude oil and condensates from the Permian Basin to produce finished products~~proprietary electrolizer technology of ~~ultra-low sulfur diesel, renewable diesel and gasoline.~~a major international technology partner.

~~Completion~~We are in various stages of ~~these~~negotiations with major company off-takes that range from specialty air and gas companies to international trading companies. The proposed distribution network of liquid and gaseous hydrogen from our planned projects will ~~require substantial financial resources. In addition, there are licensing~~be by truck and permitting requirements that must be obtained to complete the projects. There is no assurance that MMEX will be successful in securing such resources. If these resources are secured, the construction timeline from the date of financing for each individual project is estimated to be 15 to 18 months before reaching commercial operation for each project.

~~Through January 31, 2021, we have had no revenues and have reported continuing losses from operations.~~rail.

Our ~~selling,~~ general and administrative expenses ~~decreased~~increased to ~~$183,325~~$274,407 for the three months ended January 31, 2022 from $190,681 for the three months ended January 31, 2021 ~~from $191,236~~and increased to $991,407 for the ~~three~~nine months ended January 31, ~~2020 and decreased to~~2022 from $553,356 for the nine months ended January 31, ~~2020~~2021. The increase resulted from ~~$736,655~~higher professional fee costs, which included increased costs for legal, public relations, and consulting services.

Our project costs increased to $369,950 for the ~~nine~~three months ended January 31, ~~2020. The decreases resulted~~2022 from ~~lower salaries, travel and other expenses associated with securing debt financing and administrative activities of our refinery project due to limitations on funding during the current fiscal year.~~

~~Our refinery start-up costs decreased to $37,700~~$38,700 for the three months ended January 31, 2021 ~~from $43,467~~and increased to $1,379,676 for the ~~three~~nine months ended January 31, ~~2020 and decreased to~~2022 from $128,385 for the nine months ended January 31, ~~2021 from $182,406 for~~2021. We expense the direct costs incurred on our projects, including acquisition of rights, planning, design and permitting. During the nine months ended January 31, ~~2020. We expense the direct costs incurred prior to opening~~2022 we entered into, and paid for, planning and design contracts for our ~~proposed crude oil refinery in Pecos County, Texas, including acquisition of refinery rights, planning, design and permitting. The decreases resulted in reduced levels due to financing constraints.~~project development. The levels of spending on ~~the development of~~ our ~~refinery~~projects will vary from period to period based on availability of ~~financing.~~financing and will be expensed as project costs are incurred.

Our depreciation and amortization expense results from the depreciation of ~~refinery~~ land improvements and amortization of ~~refinery~~ land easements and totaled to $8,888 and $8,718 for the three months ended January 31, 2022 and 2021, respectively. The depreciation and ~~2020,~~amortization was $26,852 and $26,156 ~~and $25,943~~ for the nine months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

Our interest expense includes interest accrued on debt, amortization of debt discount and penalties assessed on debt. Interest expense totaled ~~$206,522~~$49,566 and ~~$245,823~~$206,522 for the three months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$931,665~~totaled $311,821 and ~~$1,468,027~~$931,665 for the nine months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~decreases~~decrease in interest expense ~~are~~is due to a lower ~~level~~levels of new non-related party convertible debt in the current ~~fiscal year,~~period, resulting in less amortization of debt discount to interest expense, less loan penalties incurred in the period, and ~~to a lesser extent,~~ reduced debt ~~through conversions to~~balances as a result of debt being paid off or converted into shares common ~~stock, partially offset by an increase in loan penalties.~~stock.

We reported ~~losses~~gains (losses) on derivative liabilities of ~~$69,837~~$0 and ~~$800,734~~$(69,867) for the three months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively and ~~$961,778 for the nine months ended January 31, 2020. We reported a gain on derivative liabilities of~~$3,010,042 and $1,219,856 for the nine months ended January 31, ~~2021.~~2022 and 2021, respectively. We ~~have~~had previously identified the variable conversion feature of certain convertible notes payable as derivatives. We ~~estimate~~estimated the fair value of the derivatives using multinomial lattice models that value the warrants based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs ~~are~~were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities ~~will~~would fluctuate from period to period, and the fluctuation ~~may be~~has been material. During the nine months ended January 31, 2022 all derivative liabilities were written off the books, resulting in a larger gain in the current period than in the prior period.

We reported ~~gains~~a net gain on extinguishment of liabilities of ~~$6,563~~$96,993 and ~~$8,555~~$233,303 for the three ~~months~~ and nine months ended January ~~2020,~~31, 2022, respectively, ~~related to~~which could be explained by the ~~issuance of~~fact that our common shares in payment of accrued expenses. Where shares of our common stock are issued in extinguishment of liabilities, we record the value of the shares issued at the current market price, which at times may differloan from the ~~book value of the debt, resulting in~~Small Business Administration was forgiven, a ~~gain or loss on extinguishment of liabilities.~~convertible note was forgiven, and we had other vendors forgive us for amounts owing. We reported no gain or loss on extinguishment of liabilities for the three ~~months and six~~or nine months ended January 31, 2021.

As a result of the above, we reported net ~~losses~~income (loss) of ~~$506,102~~$(605,818) and ~~$1,283,415~~$(514,458) for the three months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~net losses of $419,706~~$533,589 and ~~$3,366,254~~$(419,706) for the nine months ended January 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

Currently, we have no activity in our consolidated subsidiaries. Non-controlling interest in income of consolidated subsidiaries was $0 for all periods ~~presented~~presented.

Because we had no non-controlling interest in income of consolidated subsidiaries, net ~~loss~~income (loss) attributed to the Company was the same as net ~~loss.~~income (loss).

As of January 31, ~~2021,~~2022, we had current assets of ~~$57,558,~~$955,729, comprised of cash and prepaid expenses, and current liabilities of ~~$6,340,843,~~$2,720,275, resulting in a working capital deficit of $6,283,285. Included in our current liabilities as of January 31, 2021 are derivative liabilities of $1,438,231, which we do not anticipate will require the payment of cash. As further discussed in the notes to our condensed consolidated financial statements, we have substantial debt that is in default. Substantially all convertible debt as of January 31, 2021 is currently redeemable only through conversion to shares of our common stock according to the terms of the underlying debt agreements.$1,764,546.

Our sources and uses of cash for the nine months ended January 31, ~~2021~~2022 and ~~2020~~2021 were as follows:

	2021			2020			2022			2021

Cash, beginning of period	$	66,830		$	55,188		$	330,449		$	66,830
Net cash used in operating activities		(264,272	)		(626,903	)		(2,946,469	)		(264,272	)
Net cash used in investing activities		-			(10,540	)		(255,504	)		-
Net cash provided by financing activities		255,000			583,800			3,767,370			255,000

Cash, end of period	$	57,558		$	1,545		$	895,846		$	57,558

We used net cash of $2,946,469 in operating activities for the nine months ended January 31, 2022 as a result of our net income of $533,589, non-cash expenses totaling $104,674 and increases in accrued expenses of $62,653. This was offset by our non-cash gains of $3,243,345, increase in our prepaid expenses and other current assets of $21,990, a decrease in accounts payable of $190,268 and a decrease in accounts payable and accrued expenses – related party of $191,782.

We used net cash of $264,272 in operating activities for the nine months ended January 31, 2021 as a result of ~~our net loss of $419,706 and non-cash gain of $1,219,856, partially offset by~~ non-cash expenses totaling $307,601, decrease in prepaid expenses and other current assets of $23,145, and increases in accounts payable of $138,960, accrued expenses of $620,805 and accounts payable and accrued expenses – related party of ~~$284,779.~~

~~We used net cash of $626,903 in operating activities for the nine months ended January 31, 2020 as a result of~~$284,779, partially offset by our net loss of ~~$3,366,254~~$419,706 and a non-cash gain of $8,555, partially offset by non-cash expenses totaling $2,239,646, decrease in prepaid expenses and other current assets of $33,400, and increases in accounts payable of $159,084, accrued expenses of $226,372 and accounts payable and accrued expenses – related party of $89,404.$1,219,856.

Net cash used in investing activities for the nine months ended January 31, ~~2020~~2022 was ~~$10,540,~~$255,504, comprised of the purchase of ~~property~~land and ~~equipment.~~costs incurred for land improvements during the period. We had no net cash provided by or used in investing activities for the nine months ended January 31, 2021.

Net cash provided by financing activities for the nine months ended January 31, 2022 was $3,767,370, comprised of proceeds from notes payable of $200,000, proceeds from convertible notes payable of $78,500, proceeds from the sale of our common stock of $3,000,000, and proceeds from the sale of our series B preferred stock of $1,500,000. This was offset by repayments of notes payable of $200,000, repayments of convertible notes payable of $255,331, and offering costs incurred of $555,799.

Net cash provided by financing activities for the nine months ended January 31, 2021 was $255,000, comprised of proceeds from convertible notes payable of $75,000, proceeds from convertible notes payable - related party of $20,000, proceeds from PPP loans of $150,000, and proceeds from an SBA express bridge loan of $10,000.

Net cash provided by financing activities for the nine months ended January 31, 2020 was $583,800, comprised of proceeds from convertible notes payable of $365,300 and proceeds from convertible notes payable – related party of $318,500, partially offset by repayments of convertible notes payable of $100,000.

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of ~~$43,877,513~~$67,451,104 and a total stockholders’ deficit of ~~$5,801,497~~$1,062,825 at January 31, ~~2021,~~2022, and have reported negative cash flows from operations since inception. ~~In addition,~~While we dohave received debt and equity funding during the period and have cash on hand of $895,846 at January 31, 2022, we still have a working capital deficit of $1,764,546. Therefore, there is a question of whether or not ~~currently~~we have the cash resources to meet our operating commitments for the next twelve months and ~~we expect to~~ have, ~~ongoing requirements for~~or will obtain, sufficient capital ~~investment~~investments to implement our business plan. Finally, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established and emerging markets and the competitive environment in which we operate.

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

We have not generated any revenues or operating cash flows. As a result, we have significant short-term cash needs. Our principal source of operating capital has been provided from the issuance of convertible notes payable and proceeds from two PPP loans. During the nine months ended January 31, 2021 we received net proceeds of $75,000 from the issuance of a convertible note payable, $20,000 from the issuance of a convertible note payable – related party and proceeds from a second PPP loan of $150,000. We also received proceeds from an SBA express bridge loan of $10,000. The total of these amounts of $255,000 is significantly lower than net cash provided by financing activities of $583,800 for the prior year nine-month period.

In December 2020, the maturity date of all GS convertible notes was extended to August 31, 2021, and subsequently on February 22, 2021 the maturity date was extended to December 31, 2021. GS also loaned the Company $80,000, with net proceeds to the Company of $75,000 after an original issue discount of $5,000.

~~On February 22, 2021, the Company and GS entered into a Sixth Amendment to Promissory Notes pursuant to which:~~

Currently, all of our authorized shares of common stock are either issued or reserved for issuance of outstanding warrants, stock options and convertible notes payable. Therefore, no common shares are available for share issuances other than those shares included in the reserves established for debt holders. The lack of authorized shares currently limits our ability to raise capital through convertible debt financing

We have recently revised our business plan moving MMEX to clean energy use and production. The Company plans to contribute to the clean energy solution by providing solar power to produce hydrogen with carbon capture, and for the transition to the hydrogen economy by producing hydrogen along with ultra-low sulfur transportation fuels in the interim.

Completion of these projects will require substantial financial resources. In addition, there are licensing and permitting requirements that must be obtained to complete the projects. There is no assurance that MMEX will be successful in securing such resources. If these resources are secured, the construction timeline from the date of financing for each individual project is estimated to be 15 to 18 months before reaching commercial operation for each project.

The Covid-19 pandemic continues to have a material negative impact on capital markets. Without a current source of revenue, we are currently dependent on debt or equity financing to fund our operations and execute our business plan. We believe that the impact on capital markets of Covid-19 may make it more costly and more difficult for us to access these sources of funding. In April 2020 and January 2021, the Company received loan proceeds of $167,900 and $150,000, respectively, in connection with the Paycheck Protection Program (“PPP”) of the United States Small Business Administration (“SBA”) and the CARES Act implemented in response to the Covid-19 pandemic. The loan may be forgiven pursuant to the provisions of the Act.

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

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

For further information on our significant accounting policies see the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 30, ~~2020~~2021 filed with the SEC and Note 2 to our condensed consolidated financial statements included in this quarterly report. There were no changes to our significant accounting policies during the nine months ended January 31, ~~2021. The following is a description of those significant accounting policies that involve estimates and judgment by management.~~2022.

The Company has issued warrants and stock options, certain of which contain anti-dilution provisions that have been identified as derivatives. In addition, the Company has identified the conversion feature of convertible notes payable as derivatives. As of January 31, 2021, the number of warrants or common shares to be issued under these agreements is indeterminate; therefore, the Company concluded that the equity environment is tainted and all additional warrants, stock options and convertible debt are included in the value of the derivatives. We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

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

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

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

~~Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:~~

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

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Securities Exchange Act”) is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our condensed consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of January 31, ~~2020.~~2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in 2013 Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, ~~2021,~~2022, based on the criteria established in "2013 Internal Control-Integrated Framework" issued by the COSO.

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

On July 14, 2020, a consultant for rail services to the Company filed a complaint against the Company and its CEO Jack W Hanks, an individual, for payment of $100,000 of consulting fees. The Court Action is filed as CRU Trading Co, Plaintiff, v. MMEX Resources Corp and Jack W. Hanks in the District Court of Harris, County Texas Cause No. 2020-41853/Court;165. The Company, based on consultation with legal counsel, believes the complaint is without merit. The Company and Mr. Hanks are represented by counsel and have filed a verified denial. On March 8, 2021 we filed a motion to dismiss the litigation.None.

During the nine months ended January 31, ~~2021,~~2022, the Company issued a total of ~~4,096,519,876~~15,843,721 shares of its common ~~stock~~stock: 170,000 shares (plus 3,580,000 prefunded warrants and 2,575,500 warrants) for cash of $3,000,000; 6,433,743 shares valued at $154,437 in conversion of convertible notes principal of ~~$230,504,~~$149,444, accrued interest payable of ~~$21,311~~$4,490 and ~~conversion~~payment of fees of ~~$1.336. Settlement~~$504; 6,817,224 shares valued at $74,989 in conversion of ~~derivative liabilities~~related party convertible notes principal; 17,754 shares issued pursuant to the rounding of fractional shares in connection with our reverse stock split; and 2,405,000 shares issued for the ~~debt conversions totaled $90,019.~~exercise of prefunded warrants. In conjunction with the stock and warrants issued for cash, the Company also issued 337,500 warrants to the placement agent and recognized $349,150 in out-of-pocket offering costs.

During the nine months ended January 31, 2022 the Company designated 1,500 shares of preferred stock as Series B and issued 1,500 shares of Series B preferred stock (plus 31,975,000 warrants) for cash of $1,500,000. In conjunction with the stock issued for cash, the Company also issued 1,350,000 warrants to the placement agent and recognized $206,650 in out-of-pocket offering costs.

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

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

3616 Far West Blvd. #117-321 Austin, Texas 78731		855-880-0400
(Address of principal executive offices, including zip code)		~~855-880-0400~~(Issuer’s telephone number, including area code)
~~(Address of principal executive offices, including zip code)~~		~~(Issuer’s telephone number, including area code)~~

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	3	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31	36
Item 4.	Controls and Procedures	32	36

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	33	38
Item 1A.	Risk Factors	33	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33	38
Item 3.	Defaults Upon Senior Securities	33	38
Item 4.	Mine Safety Disclosures	33	38
Item 5.	Other Information	33	38
Item 6.	Exhibits	34	39

	January 31, 2021			April 30, 2020
Assets	(unaudited)

Current assets:
Cash	$	57,558		$	66,830
Prepaid expenses and other current assets		-			23,145
Total current assets		57,558			89,975

Property and equipment, net		480,888			507,044
Deposit		900			900

Total assets	$	539,346		$	597,919

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	903,905		$	764,945
Accrued expenses		1,117,605			519,447
Accounts payable and accrued expenses – related parties		445,027			236,514
Note payable, currently in default		75,001			75,001
Convertible notes payable, currently in default, net of discount of $0 and $0 at January 31, 2021 and April 30, 2020, respectively		785,810			323,133
Convertible notes payable, net of discount of $100,482 and $140,941 at January 31, 2021 and April 30, 2020, respectively		1,129,518			1,587,239
Convertible notes payable – related parties, net of discount of $2,253 and $2,232 at January 31, 2021 and April 30, 2020, respectively		137,513			41,268
PPP loans payable		317,900			167,900
SBA express bridge loan payable		10,000			-
Derivative liabilities		1,418,564			2,607,433
Total current liabilities		6,340,843			6,322,880

Total liabilities		6,340,843			6,322,880

Commitments and contingencies

Stockholders’ deficit:
Common stock; $0.001 par value; 25,000,000,000 shares authorized, 17,449,348,348 and 13,352,828,472 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		17,449,350			13,352,830
Preferred stock; $0.001 par value; 10,000,000 shares authorized, 1,000 Series A shares issued and outstanding		1			1
Additional paid-in capital		20,616,794			24,370,144
Non-controlling interest		9,871			9,871
Accumulated (deficit)		(43,877,513	)		(43,457,807	)
Total stockholders’ deficit		(5,801,497	)		(5,724,961	)

Total liabilities and stockholders’ deficit	$	539,346		$	597,919

	January 31, 2022			April 30, 2021
	(unaudited)
Assets

Current assets:
Cash	$	895,846		$	330,449
Prepaid expenses and other current assets		59,883			37,893
Total current assets		955,729			368,342

Property and equipment, net		700,821			472,169
Deposit		900			900

Total assets	$	1,657,450		$	841,411

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	565,790		$	802,640
Accrued expenses		848,432			807,349
Accounts payable and accrued expenses – related parties		81,052			272,834
Note payable, currently in default		75,001			75,001
Note payable		775,000			775,000
Convertible notes payable, currently in default, net of discount of $0 and $0 at January 31, 2022 and April 30, 2021, respectively		75,000			235,775
Convertible notes payable, net of discount of $0 and $133,944 at January 31, 2022 and April 30, 2021, respectively		290,000			398,056
Convertible notes payable – related parties, net of discount of $0 and $235at January 31, 2022 and April 30, 2021, respectively		0			74,755
PPP loans payable		0			150,000
SBA express bridge loan payable		10,000			10,000
Derivative liabilities		0			3,010,042
Total current liabilities		2,720,275			6,611,452

Total liabilities		2,720,275			6,611,452

Commitments and contingencies

Stockholders’ deficit:
Common stock; $0.001 par value; 200,000,000 shares authorized, 19,095,362 and 3,251,641 shares issued and outstanding at January 31, 2022 and April 30, 2021, respectively		19,095			3,252
Preferred stock; $0.001 par value; 1,000,000 shares authorized:
1,000Series A preferred shares issued and outstanding at January 31, 2022 and April 30, 2021		1			1
1,500and 0 Series B preferred shares issued and outstanding at January 31, 2022 and April 30, 2021, respectively		2			0
Additional paid-in capital		66,359,310			62,201,528
Non-controlling interest		9,871			9,871
Accumulated deficit		(67,451,104	)		(67,984,693	)
Total stockholders’ deficit		(1,062,825	)		(5,770,041	)

Total liabilities and stockholders’ deficit	$	1,657,450		$	841,411

MMEX RESOURCES CORPORATION
(Exact name of Issuer as specified in its charter)

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

Balance, April 30, 2019		68,172,427	$	68,174		-	$	-	$	35,622,398		$	9,871	$	(39,064,118	)	$	(3,363,675	)

Shares issued for:
Services		30,000		30		-		-		54			-		-			84
Accrued expenses		169,913,936		169,914		-		-		(122,969	)		-		-			46,945
Conversion of convertible notes payable		6,678,348,473		6,678,348		-		-		(5,866,672	)		-		-			811,676
Conversion of related party convertible notes payable		6,436,363,636		6,436,364		-		-		(6,082,364	)		-		-			354,000
Preferred shares issued to related party for services		-		-		1,000		1		23,899			-		-			23,900
Settlement of derivative iabilities		-		-		-		-		785,914			-		-			785,914
Net loss		-		-		-		-		-			-		(3,366,254	)		(3,366,254	)

Balance, January 31, 2020		13,352,828,472	$	13,352,830		1,000	$	1	$	24,360,260		$	9,871	$	(42,430,372	)	$	(4,707,410	)

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

Balance, April 30, 2020 (Audited)		1,335,283	$	1,335		1,000	$	1		-	$	0	$	37,721,639	$	9,871	$	(43,457,807	)	$	(5,724,961	)
Net loss		-		0		-		0		-		0		0		0		403,520			403,520
Balance, July 31, 2020		1,335,283		1,335		1,000		1		-		0		37,721,639		9,871		(43,054,287	)		(5,321,441	)
Shares issued for conversion of convertible notes payable and accrued interest		85,828		86		-		0		-		0		56,594		0		0			56,680
Settlement of derivative liabilities		-		0		-		0		-		0		18,612		0		0			18,612
Net loss		-		0		-		0		-		0		0		0		(308,768	)		(308,768	)
Balance, October 31, 2020		1,421,111		1,421		1,000		1		-		0		37,796,845		9,871		(43,363,055	)		(5,554,917	)
Shares issued for conversion of convertible notes payable and accrued interest		323,824		324		-		0		-		0		196,147		0		0			196,471
Settlement of derivative liabilities		-		0		-		0		-		0		71,407		0		0			71,407
Net loss		-		0		-		0		-		0		0		0		(514,458	)		(514,458	)

Balance, January 31, 2021		1,744,935	$	1,745		1,000	$	1		-	$	0	$	38,064,399	$	9,871	$	(43,877,513	)	$	(5,801,497	)

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

Balance, April 30, 2020		13,352,828,472	$	13,352,830		1,000	$	1	$	24,370,144		$	9,871	$	(43,457,807	)	$	(5,724,961	)

Shares issued for conversion of convertible notes payable and accrued interest		4,096,519,876		4,096,520		-		-		(3,843,369	)		-		-			253,151

Settlement of derivative liabilities		-		-		-		-		90,019			-		-			90,019

Net loss		-		-		-		-		-			-		(419,706	)		(419,706	)

Balance, January 31, 2021		17,449,348,348	$	17,449,350		1,000	$	1	$	20,616,794		$	9,871	$	(43,877,513	)	$	(5,801,497	)

Name of Entity	%			Form of Entity	State of Incorporation	Relationship

MMEX Resources Corporation (“MMEX”)		-		Corporation	Nevada	Parent
Pecos ~~Refining~~Clean Fuels & Transport, LLC (“~~Pecos Refining”~~Pecos”) [1]	~~100%~~	100	%	~~Corporation~~LLC	Texas	Subsidiary
~~Armadillo Holdings Group Corp. (“AHGC”)~~MMEX Solar Resources, LLC [2]	~~100%~~	100	%	~~Corporation~~LLC	~~British Virgin Isles~~Texas	Subsidiary
~~Armadillo Mining Corp. (“AMC”)~~Texas Gulf Refining & Trading, LLC [2]	~~98.6%~~	100	%	~~Corporation~~LLC	~~British Virgin Isles~~Texas	Subsidiary
Louisiana Gulf Refining & Trading, LLC [2]		100	%	LLC	Louisianna	Subsidiary
Rolling Stock Marine, LLC [2]		100	%	LLC	Texas	Subsidiary
MMEX CO2 Capture, LLC [2] [3]		100	%	LLC	Texas	Subsidiary

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

April 30, 2021	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	3,010,042	$	0	$	0	$	3,010,042

April 30, 2020	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	2,607,433	$	-	$	-	$	2,607,433

	January 31, 2022		April 30, 2021
Convertible note payable with Maple Resources Corporation, matured December 27, 2020, with interest at 5%, convertible into common shares of the Company [1]	$	0	$	7,033
Convertible note payable with BNL Family Trust, matured December 27, 2020, with interest at 5%, convertible into common shares of the Company [2]		0		10,691
Convertible note payable with Maple Resources Corporation, matured February 12, 2021, with interest at 5%, convertible into common shares of the Company [3]		0		5,000
Convertible note payable with Maple Resources Corporation, matured March 2, 2021, with interest at 5%, convertible into common shares of the Company [4]		0		800
Convertible note payable with Maple Resources Corporation, matured May 12, 2021, with interest at 5%, convertible into common shares of the Company [5]		0		41,466
Convertible note payable with Maple Resources Corporation, matured July 31, 2021, with interest at 5%, convertible into common shares of the Company [6]		0		10,000

		0		74,990
Less discount		0		(235	)

Total	$	0	$	74,755

	January 31, 2021		April 30, 2020

Note payable to an unrelated party, matured March 18, 2014, with interest at 10%	$	75,001	$	75,001

	$	75,001	$	75,001

	January 31, 2022		April 30, 2021
Note payable to an unrelated party with an issue date of February 22, 2021 with interest at 10% [1] $250,000 draw on March 5, 2021	$	250,000	$	250,000
$200,000 draw on March 26, 2021		200,000		200,000
Note payable to an unrelated party with an issue date of March 8, 2021 with interest at 10% [2]		75,000		75,000
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [3]		250,000		250,000

Total	$	775,000	$	775,000

	January 31, 2022		April 30, 2021
Note payable to an accredited investor issued for extension fees, due March 31, 2022, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [1]	$	200,000	$	200,000
Note payable to an accredited investor issued for extension fees, due March 31, 2022, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [2]		90,000		90,000
Note payable to an accredited investor, maturing December 31, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [3]		0		80,000
Note payable to an accredited investor issued for extension fees, maturing August 31, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [4]		0		80,000
Note payable to an accredited investor issued for extension fees, maturing March 26, 2022 with interest at 10%, convertible into common shares of the Company at a defined variable exercise price [5]		0		82,000
Total		290,000		532,000
Less discount		0		(133,944	)

Net	$	290,000	$	398,056

	January 31, 2021			April 30, 2020

Notes payable to GS Capital Partners, LLC, maturing December 31, 2021, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price:
Issued September 13, 2018	$	-		$	24,700
Issued September 18, 2018		70,000			70,000
Issued October 5, 2018		600,000			600,000
Issued February 20, 2019		110,000			110,000
Issued February 4, 2020		90,000			90,000
Issued March 31, 2020		200,000			200,000
Issued December 15, 2020		80,000			-
Issued December 31, 2020		80,000			-
Note payable to an accredited investor, matured May 7, 2020, with interest at 12%, convertible into common shares of the Company at a defined variable exercise price (in default as of January 31, 2021)		-			35,900
Note payable to an accredited investor, matured May 7, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price (in default as of January 31, 2021)		-			100,000
Note payable to an accredited investor, matured June 19, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price (in default as of January 31, 2021)		-			250,000
Note payable to an accredited investor, matured June 25, 2020, with interest at 9%, convertible into common shares of the Company at a defined variable exercise price (in default as of January 31, 2021)		-			56,500
Note payable to an accredited investor, matured September 4, 2020, with interest at 9%, convertible into common shares of the Company at a defined variable exercise price (in default as of January 31, 2021)		-			56,500
Note payable to an individual, maturing December 27, 2020, with interest at 5%, convertible into common shares of the Company at a defined variable exercise price (in default as of January 31, 2021)		-			10,000
Note payable to an accredited investor, maturing two years from each advance, with an original issue discount equal to 10% and a one-time interest charge of 12% added to principal, convertible into common shares of the Company at a defined variable exercise price:
Advance dated September 13, 2018, matured September 13, 2020 (in default as of January 31, 2021)		-			1,380
Advance dated October 16, 2018, matured October 16, 2020 (in default as of January 31, 2021)		-			123,200
Total		1,230,000			1,728,180
Less discount		(100,482	)		(140,941	)

Net	$	1,129,518		$	1,587,239

Related Party	Maturity Date	Consideration	January 31, 2021			April 30, 2020
Maple Resources Corporation	December 27, 2020	Cash of $5,500 and Financing Fees of $5,500	$	11,000		$	11,000
BNL Family Trust	December 27, 2020	Cash		11,000			11,000
Shareholder and consultant	December 27, 2020	Accrued Consulting Fees		10,000			10,000
Shareholder and consultant	January 22, 2021	Cash		6,500			6,500
Maple Resources Corporation	February 12, 2021	Cash		5,000			5,000
Maple Resources Corporation	March 2, 2021	Cash		800			-
Maple Resources Corporation	May 12, 2021	Accrued Consulting Fees		41,466			-
Shareholder and consultant	May 14, 2021	Accrued Consulting Fees		34,000			-
Maple Resources Corporation	July 31, 2021	Cash		10,000			-
Shareholder and consultant	September 9, 2021	Cash		10,000			-

Total				139,766			43,500
Less discount				(2,253	)		(2,232	)

Net			$	137,513		$	41,268

	Options and		Convertible
	Warrants		Notes			Total

Balance, April 30, 2020	$	15	$	2,607,418		$	2,607,433
New issuances of options, warrants and debt		-		121,006			121,006
Decrease due to conversions		-		(90,019	)		(90,019	)
Change in fair value of derivative liabilities		77,892		(1,297,748	)		(1,219,856	)

Balance, January 31, 2021	$	77,907	$	1,340,657		$	1,418,564

	·	~~Stock prices on all measurement dates were based on the fair market value~~23
	·	~~Risk-free interest rate of 0.05% - 0.70%~~
	·	~~The probability~~Table of ~~future financing was estimated at 100%~~Contents
	·	~~Computed volatility ranging from 412.7% to 1,556.1%~~

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

Outstanding, April 30, 2020		446,037,755	$	1.00		1.91
Granted		136,836,070	$	1.00
Canceled / Expired		-
Exercised		-

Outstanding, January 31, 2021		582,873,825	$	1.00		1.16

	1.	~~The Company instructed its transfer agent to create an additional reserve of 1.5 billion common shares for issuance upon conversion of outstanding GS convertible notes;~~
	2.	GS terminated the prior pledge by Maple and BNL of shares of Series A preferred stock of the Company and instructed its counsel to dismiss with prejudice an outstanding judgment executed by the parties; and
	3.	The maturity dates of all convertible notes payable to GS were extended to the earlier of (i) December 31, 2021 or (ii) the consummation by the Company of an equity or equity-based financing providing net proceeds to the Company sufficient to retire the outstanding indebtedness of the Company to GS;

	·	Modify our planned CDU projects in Pecos County (West Texas) to produce potentially hydrogen and ultra-low sulfur fuel products combined with CO2 capture.

	·	Develop additional megawatts of solar power for distribution to our projects in West Texas.

	1.	As of January 31, ~~2021,~~2022, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

	2.	As of January 31, ~~2021,~~2022, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

	3.	As of January 31, ~~2021,~~2022, we did not establish a formal written policy for the approval, identification and authorization of related party transactions.

	4.	As of January 31, ~~2021,~~2022, we had no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to ensure that all transactions are accounted for accurately and in a timely manner.

4.12*		~~Sixth Amendment to Promissory Notes, dated February 22, 2021, by and between MMEX Resources Corporation and GS Capital, Partners LLC~~

4.13*		~~10% Promissory Note, due December 31, 2021, payable to GS Capital Partners LLC~~

4.14*		~~10% Promissory Note, due December 31, 2021, payable to JSJ Investments, Inc.~~

4.15*		~~10% Promissory Note, due March 11, 2022, payable to Vista Capital Investments, LLC.~~

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


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

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

101.SCH**101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document~~Document.

101.CAL**101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document.

101.DEF**101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.

101.LAB**101.LAB		Inline XBRL Taxonomy Extension Label Linkbase ~~Document~~Document.

101.PRE**101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document.

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

	MMEX Resources Corporation

Dated: March ~~15, 2021~~9, 2022	By:	/s/ Jack W. Hanks
		Chief Executive Officer (Principal Executive Officer), President and Chief Financial Officer (Principal Financial and Accounting Officer)