x ☒ 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

MMEX RESOURCES CORPORATION

(Exact name of Issuer as specified in its charter)

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 x ☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes x ☒ 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 x☒

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 ¨☐

Applicable only to corporate issuers:

~~Applicable only to corporate issuers:~~

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 9, 2018~~September 14, 2021, there were ~~1,733,190,048~~3,926,209 shares of ~~Class A common stock, $0.001 par value, issued and outstanding and 1,500,000,000 shares of Class B~~ 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, ~~2017~~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.

	January 31, 2018			April 30, 2017
	(Unaudited)						July 31, 2021			April 30, 2021
Assets							(unaudited)

Current assets:
Cash	$	106,690		$	54,513		$	1,732,229		$	330,449
Prepaid expenses		22,500			-
Prepaid expenses and other current assets								331,283			37,893
Total current assets		129,190			54,513			2,063,512			368,342

Property and equipment, net		106,980			-			708,848			472,169
Deposit		900			-			900			900

Total assets	$	237,070		$	54,513		$	2,773,260		$	841,411

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	749,673		$	694,664		$	797,002		$	802,640
Accrued expenses		237,124			912,870			843,616			807,349
Accrued expenses – related party		31,633			70,670
Notes payable, currently in default		75,001			375,001
Convertible notes payable, currently in default, net of discount of $0 and $0 at January 31, 2018 and April 30, 2017, respectively		75,000			195,000
Convertible notes payable, net of discount of $354,587 and $136,284 at January 31, 2018 and April 30, 2017, respectively		243,686			8,716
Convertible preferred stock		-			137,500
Accounts payable and accrued expenses – related parties								293,324			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 July 31, 2021 and April 30, 2021, respectively								144,444			235,775
Convertible notes payable, net of discount of $14,748 and $133,944 at July 31, 2021 and April 30, 2021, respectively								395,252			398,056
Convertible notes payable – related parties, net of discount of $0 and $235 at July 31, 2021 and April 30, 2021, respectively								74,990			74,755
PPP loans payable								150,000			150,000
SBA express bridge loan payable								10,000			10,000
Derivative liabilities		842,813			6,610,001			0			3,010,042
Total current liabilities		2,254,930			9,004,422			3,558,629			6,611,452

Long-term liabilities:
Convertible note payable, net of discount of $273,052 at January 31, 2018		63,428			-

Total liabilities		2,318,358			9,004,422			3,558,629			6,611,452

Commitments and contingencies

Stockholders’ deficit:
Common stock; $0.001 par value:
Class A: 3,000,000,000 shares authorized, 1,627,879,649 and 987,616,168 shares issued and outstanding at January 31, 2018 and April 30, 2017, respectively		1,627,880			987,617
Class B: 2,000,000,000 shares authorized, 1,500,000,000 shares issued and outstanding at January 31, 2018 and April 30, 2017, respectively		1,500,000			1,500,000
Common stock payable		-			307,978
Common stock; $0.001 par value; 10,000,000 shares authorized, 3,701,209 and 3,251,641 shares issued and outstanding at July 31, 2021 and April 30, 2021, respectively								3,701			3,252
Preferred stock; $0.001 par value; 1,000,000 shares authorized, 1,000 Series A shares issued and outstanding								1			1
Additional paid-in capital		28,457,391			25,551,533			64,894,460			62,201,528
Non-controlling interest		356,429			(378,443	)		9,871			9,871
Accumulated (deficit)		(34,022,988	)		(36,918,594	)
Accumulated deficit								(65,693,402	)		(67,984,693	)
Total stockholders’ deficit		(2,081,288	)		(8,949,909	)		(785,369	)		(5,770,041	)

Total liabilities and stockholders’ deficit	$	237,070		$	54,513		$	2,773,260		$	841,411

	Three Months Ended January 31,						Nine Months Ended January 31,						Three Months Ended July 31,
	2018			2017			2018			2017			2021			2020

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

Operating expenses:
General and administrative expenses		173,783			21,759			644,494			148,000			442,507			183,325
Refinery start-up costs		114,616			-			613,147			-
Project costs														3,060			37,700
Depreciation and amortization		723			-			1,430			386			8,718			8,718

Total operating expenses		289,122			21,759			1,259,071			148,386			454,285			229,743

Loss from operations		(289,122	)		(21,759	)		(1,259,071	)		(148,386	)		(454,285	)		(229,743	)

Other income (expense):
Interest expense		(617,198	)		(97,436	)		(1,343,599	)		(214,375	)		(204,610	)		(554,089	)
Gain (loss) on derivative liabilities		714,736			222,080			4,667,290			255,188			3,010,042			1,187,352
Gain on assignment and assumption agreement		-			-			1,090,271			-
Gain on extinguishment of debt		-			-			475,587			207,803
Gain (loss) on extinguishment of liabilities														(59,856	)		0

Total other income (expense)		97,538			332,447			4,889,549			248,616			2,745,576			633,263

Income (loss) before income taxes		(191,584	)		310,688			3,630,478			100,230			2,291,291			403,520
Provision for income taxes		-			-			-			-			0			0

Net income (loss)		(191,584	)		310,688			3,630,478			100,230			2,291,291			403,520

Non-controlling interest in (income) loss of consolidated subsidiaries		(84,213	)		455			(734,872	)		1,370
Non-controlling interest in income of consolidated subsidiaries														0			0

Net income (loss) attributable to the Company	$	(275,797	)	$	311,143		$	2,895,606		$	101,600		$	2,291,291		$	403,520

Net income (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		1,539,613,626			579,136,120			1,444,427,207			442,361,280
Diluted		1,539,613,626			636,500,120			1,639,341,862			449,531,780
Net income (loss) per common share – basic													$	0.69		$	0.30
Net income (loss) per common share – diluted													$	0.13		$	0.16
Weighted average number of common shares outstanding - basic														3,306,697			1,335,282
Weighted average number of common shares outstanding - diluted														19,228,868			2,500,000

Condensed Consolidated ~~Statements~~Statement of ~~Cash Flows~~Stockholders’ Deficit

Condensed Consolidated ~~Statements~~Statement of ~~Cash Flows~~ ~~(continued)~~Stockholders’ Deficit

MMEX Resources Corporation (the “Company” or “MMEX”) is a company engaged in the exploration, extraction, refining and distribution of oil, gas, petroleum products and electric power. We plan to focus on the acquisition, development and financing of oil, gas, refining and electric power projects in Texas, Peru, and other countries in Latin America using the expertise of our principals to identify, finance and acquire these projects. On August 30, 2017, the Company announced it has secured permit approval from the Texas Commission on Environmental Quality (TCEQ) to build a 10,000 barrel-per-day (BPD) crude distillation unit near Fort Stockton, Texas.

~~MMEX~~ was formed as a Nevada corporation in 2005. The current management team ~~led~~lead an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed on September 23, 2010 and changed the Company’s name to MMEX Mining Corporation on February 11, 2011 and to MMEX Resources Corporation on April 6, ~~2016~~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.

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:

PRT was formed in June 2017 with the Company as its sole member. PRT owns the land on which the Company’s planned hydrogen projects are to be developed. The Company’s other subsidiaries are currently inactive.

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 ~~for all periods presented~~ due to the common ownership. AMC through the Trust controls the Hunza coal interest previously owned by MMEX.

On September 1, 2016, the Company entered into a stock assignment agreement with LatAm Services, LLC (“LatAm”), whose members are officers and directors of the Company, pursuant to which LatAm acquired MCCH, a wholly owned subsidiary of the Company, and MCC and CC, majority owned subsidiaries of MCCH. On September 18, 2017, the Company, the members of LatAm and William B. Short (“Short”), an unrelated individual, entered into an Assignment and Assumption Agreement pursuant to which Short acquired MCCH, MCC and CC from LatAm (Note 11). The accounts of MCCH, MCC and CC are included in the consolidated financial statements through September 18, 2017 due to the common ownership of LatAm. With the acquisition of these subsidiaries by LatAm, and subsequently by Short, MMEX has exited the Hunza coal project to focus on energy related projects under its new business plan.

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

These 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, ~~2017~~2021 filed with the SEC on July ~~28, 2017.~~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.

In a series of subscription agreements, we have issued warrants that contain certain anti-dilution provisions that we have identified as derivatives. We have also identified the conversion feature of certain of our convertible notes payable as 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.

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:

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 were previously identified as derivatives. In addition, the Company has previously identified the conversion feature of convertible notes payable as derivatives. 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 was tainted and all warrants, stock options and convertible debt were included in the value of the derivatives. During the three months ended July 31, 2021 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~~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.

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, 2018	Total		Level 1		Level 2		Level 3
July 31, 2021									Total		Level 1		Level 2		Level 3

Derivative liabilities	$	842,813	$	-	$	-	$	842,813	$	0	$	0	$	0	$	0

April 30, 2017	Total		Level 1		Level 2		Level 3
April 30, 2021									Total		Level 1		Level 2		Level 3

Derivative liabilities	$	6,610,001	$	-	$	-	$	6,610,001	$	3,010,042	$	0	$	0	$	3,010,042

~~Refinery start-up costs~~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 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.

All project costs incurred, ~~prior to opening the Company’s proposed crude oil refinery in Pecos County, Texas,~~ including acquisition of refinery rights, planning, design and permitting, ~~are~~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 ended ~~January~~July 31, ~~2018, potential~~2021 and 2020 the dilutive ~~shares had an anti-dilutive~~ effect of options, warrants, and ~~were not included~~convertible notes payable was 15,922,172 and 1,164,717, respectively.

Pursuant to FASB ASC 718, all share-based payments to employees, including grants of employee stock options, are recognized in the ~~calculation~~statement of ~~diluted net loss per common shares; therefore, basic net loss per share is the same as diluted net loss per share.~~operations based on their fair values. For the three months ended ~~January~~July 31, ~~2017~~2021 and 2020, the nine months ended January 31, 2018 and 2017, potential dilutive securities included 57,364,000, 194,914,655 and 7,170,500 shares issuable for in-the-money warrants and shares issuable for convertible debt, respectively, using the treasury stock method.Company had no 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~~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~~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 ~~prior year periods~~the prior-year period have been reclassified to conform with the ~~current year periods~~current-year period presentation.

In ~~July 2017,~~August 2020, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ~~(“ASU”) 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480)~~(ASU) No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and ~~Hedging (Topic 815)~~Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): I. Accounting for ~~Certain Financial~~Convertible Instruments ~~with Down Round Features; II. Replacement of~~and Contracts in an Entity’s Own Equity, which simplifies the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception.” Part I of this update addresses the complexity of accounting for certain financial instruments with ~~down round features. Down round features~~characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Under current GAAP, there are ~~features~~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 certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants andaccount), unless (1) a convertible ~~instruments) with down round~~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 ~~measurement~~amount and the level of fair value hierarchy of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, “Distinguishing Liabilities from Equity,” because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublicfor public business entities and ~~certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This~~(2) the premium amount recorded as paid-in capital. ASU is2020-06 will be effective for ~~fiscal years,~~public business entities that meet the definition of a Securities and ~~interim periods within those~~Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, ~~2018.~~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 ~~unable to determine~~evaluating the potential impact ~~on its consolidated financial statements~~ of the adoption of this ~~new~~ accounting ~~pronouncement.~~pronouncement to its financial statements.

Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company 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 position or results of operations.

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 ~~$34,022,988~~$65,693,402 and a total stockholders’ deficit of ~~$2,081,288~~$785,369 at ~~January~~July 31, ~~2018,~~2021, 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 $1,732,229 at July 31, 2021, we still have a working capital deficit of $1,495,117, 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, ~~as well as capital contributions by our subsidiaries' partners,~~ and we expect to continue to seek additional funding through private or public equity and debt financing.

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

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the ~~Company's~~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.

Accounts payable and accrued expenses ~~(see Note 7)~~ to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled ~~$31,633~~$293,324 and ~~$70,670~~$272,834 as of ~~January~~July 31, ~~2018~~2021 and April 30, ~~2017,~~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 business development, 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 and effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $20,000. During the three months ended July 31, 2021 and 2020, we incurred consulting fees and expense reimbursement to Maple Resources totaling $60,600 and $53,691, respectively. During the three months ended July 31, 2021 we made payments to Maple Resources of $71,500.

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. In November 2019, 7,628shares of our common stock were issued to Maple Resources in payment of $20,000 of consulting fees for July through October 2019. No shares were issued to Maple Resources in payment of consulting fees for November 2019 through April 2021 or during the three months ended July 31, 2021 under the consulting agreement.

Amounts included in accounts payable and accrued expenses – related parties due to Maple Resources totaled $123,450 ($105,000 payable in stock) and $118,540 ($90,000 payable in stock) as of July 31, 2021 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 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. During the year ended April 30, 2020, we issued a total of 3,876 common shares valued at $15,009 to the related party, with the shares valued at the market price on the date of issuance, in payment of accrued consulting fees totaling $17,500. A gain on extinguishment of debt of $2,491 related to this compensation arrangement was recorded as a contribution to capital. During the three months ended July 31, 2021 we incurred expense reimbursement to Mrs. Hanks of $10,544. Amounts included in accounts payable and accrued expenses – related parties due to Mrs. Hanks totaled $81,102 ($52,500 payable in stock) and $63,058 ($45,000 payable in stock) as of July 31, 2021 and April 30, 2021, respectively.

Effective February 1, 2021 the Company entered into consulting agreements with three children of our President and CEO. The consulting agreements can be terminated 15 days after written notice of termination by either party subject to the agreement or December 31, 2021, whichever occurs first. During the three months ended April 30, 2021 we incurred $31,065 for fees and expense reimbursements to the children and paid $33,665. Amounts included in accounts payable and accrued expenses – related parties due to the children totaled $87,900 and $90,500 as of July 31, 2021 and April 30, 2021, respectively.

Effective August 1, 2019, the Company issued 1,000 shares of Series A preferred stock to Maple Resources for services rendered. The shares were valued by an independent valuation firm at $23,900. See Note 12.

[1] This convertible note was entered into on December 27, 2019 in exchange for cash of $5,500 and financing fees of $5,500 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 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 360,682 common shares were issued to extinguish $3,967 of the principal balance. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request and recorded interest expense of $89 during the three months ended July 31, 2021. As of July 31, 2021 and April 30, 2021 accrued interest on the convertible note was $807 and $718, respectively.

[2] This convertible note was entered into on December 27, 2019 in exchange for cash of $11,000 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 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 28,094 common shares were issued to extinguish $309 of the principal balance. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request and recorded interest expense of $135 during the three months ended July 31, 2021. As of July 31, 2021 and April 30, 2021 accrued interest on the convertible note was $872 and $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 454,545 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. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request and recorded interest expense of $63 during the three months ended July 31, 2021. As of July 31, 2021 and April 30, 2021 accrued interest on the convertible note was $366 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 into 72,727 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. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request and recorded interest expense of $10 during the three months ended July 31, 2021. As of July 31, 2021 and April 30, 2021 accrued interest on the convertible note was $50 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 3,769,636 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. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request and recorded interest expense of $523 during the three months ended July 31, 2021. As of July 31, 2021 and April 30, 2021 accrued interest on the convertible note was $2,528 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 909,091 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. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request and recorded interest expense of $126during the three months ended July 31, 2021. As of July 31, 2021 and April 30, 2021 accrued interest on the convertible note was $500 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 $0.20 per share. The option expires in March 2022. Beneficial ownership of Messrs. Hanks and. Lemons give effect to the exercise of such option.

	January 31, 2018			April 30, 2017			July 31, 2021			April 30, 2021

Office furniture and equipment	$	19,863		$	454		$	13,864		$	13,864
Computer equipment and software		10,962			24,569			10,962			10,962
Refinery land								312,485			67,088
Refinery land improvements								452,005			452,005
Refinery land easements								37,015			37,015
								826,331			580,934
Less accumulated depreciation and amortization		(7,891	)		(25,023	)		(117,483	)		(108,765	)
		22,934			-
Land		84,046			-
							$	708,848		$	472,169
	$	106,980		$	-

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, which closed on July 27, 2021. We paid a total of $245,397 for ~~$67,088. This 126 acre parcel is part of~~ the ~~476 acre tract on which the Company intends to build a crude oil refinery. The Company also subsequently acquired certain easements related to the land parcel for $16,958.~~acquisition.

Depreciation and amortization expense totaled ~~$723 and $0~~$8,718 for the three months ended ~~January~~July 31, ~~2018~~2021 and ~~2017, respectively, and $1,430 and $386 for the nine months ended January 31, 2018 and 2017,~~2020, respectively.

On March 4, 2017, the Company entered into an agreement with Maple Resources Corporation (“Maple”), a related party, to acquire all of Maple’s right, title and interest (the “Rights”) in plans to build a $450 million, 50,000 barrels per day capacity crude oil refinery in Pecos County, Texas (the “Refinery Transaction” or the “Refinery Project”). Pursuant to the Refinery Transaction, the Company agreed to acquire the Rights in exchange for the issuance of 1,500,000,000 Class B common shares. The 1,500,000,000 Class B common stock issued for the Rights were valued at $150,000 by an independent valuation firm, with the $150,000 expensed to refinery start-up costs.

~~Completion of the Refinery Project is subject to the receipt of required governmental permits and completion of required debt and equity financing.~~

	January 31, 2018		April 30, 2017		July 31, 2021		April 30, 2021

Accrued payroll	$	30,090	$	30,090	$	30,090	$	30,090
Accrued consulting		31,633		75,633		66,000		60,000
Accrued interest		144,493		815,276
Accrued interest and penalties						653,352		623,085
Other		62,541		62,541		94,174		94,174

	$	268,757	$	983,540	$	843,616	$	807,349

~~Accrued~~[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 ~~payable~~rate of ten percent per annum from the date of each drawdown. During the three months ended July 31, 2021 the Company received $200,000 from a draw on ~~notes payable, currently~~June 21, 2021, however, repaid the amount in ~~default, totaled $36,509 and $273,870 at January 31, 2018 and April 30, 2017, respectively.~~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.

[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.

~~Effective June 20, 2017,~~[1] On March 8, 2010, the Company ~~entered into~~closed a note purchase agreement with an ~~agreement~~accredited investor pursuant to ~~extinguish~~which the ~~$120,000~~Company sold a $50,000 convertible note ~~payable~~in a private placement transaction. In the transaction, the Company received proceeds of $35,000 and ~~$119,365 accrued interest payable through~~ the ~~issuance~~investor also paid $15,000 of ~~16,000,000 shares~~consulting expense on behalf of the ~~Company’s Class A~~Company. The convertible note was due and payable on December 31, 2010 with an interest rate of 10% per annum. The note is convertible at the option of the holder into our common stock ~~recognizing~~at a ~~gain on extinguishment~~fixed conversion price of ~~debt of $114,565.~~$3.70, subject to adjustment for stock splits and combinations.

~~Accrued~~[2] On January 28, 2011 and February 1, 2011, the Company closed a Convertible Note Agreement totaling $514,900 in principal amount of 25% Convertible Note (the “Notes”) due on the first anniversary of the date of the Note, to a group of institutional and high net worth investors. The Notes are convertible into the Company’s common stock at the holders’ option at $1.00 per common share. All but $25,000 of the promissory notes plus interest ~~payable~~were paid in full on ~~convertible notes payable, currently in default, totaled $83,179 and $190,343 at~~March 23, 2011.

~~Effective April 19, 2017~~2019, the Company issued and delivered to ~~JSJ Investments, Inc.~~Auctus Fund, LLC (“Auctus”) a 12% convertible note payable to JSJ Investments, Inc. (“JSJ”) in the principal amount of $145,000. The note was issued at a discount, resulting in the receipt of $138,000. The Company could redeem the note at any time prior to 90 days from the issuance date at a redemption price of 120% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120th day from issuance. The note was due and payable on October 19, 2017 at a redemption price of 150% plus accrued interest. The holder of the note, at its option, could convert the unpaid principal balance and accrued interest into shares of the Company’s Class A common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion. Prior to the 180th day after issuance, the conversion price cannot be less than a floor of $.03 per share of common stock. The note also contained penalty provisions in the event of default in repayment of the note (if not converted by the holder into shares of common stock) after 180 days from issuance. Pursuant to a Convertible Note Purchase and Assignment Agreement dated October 16, 2017, Vista Capital Investments, LLC (“Vista”) purchased from JSJ the convertible note with a principal balance of $145,000 and $8,723 accrued interest payable. No gain or loss was recognized on this transaction.

Effective May 15, 2017, the Company issued and delivered to Eagle Equities LLC (“Eagle”)an 8% convertible redeemable note in the principal amount of $115,000. The note was issued at a discount, resulting in the receipt of $105,000. The Company could redeem the note at any time prior to 90 days from the issuance date at a redemption price of 125% plus accrued interest. The redemption price thereafter increased to 135%, plus accrued interest, until the 120th day from issuance and to 150%, plus accrued interest, until the 180th day from issuance. The note was due and payable on May 15, 2018. During the first 6 months the note is in effect, the holder of the note, at its option, could convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s Class A common stock at a fixed price of $0.03 per share. Beginning the 6 month anniversary of the note, the holder of the note, at its option, could convert the unpaid principal and accrued interest into shares of the Company’s Class A common stock a 40% discount from the average of the three lowest trading prices during the 25 days prior to conversion. The note also contained penalty provisions in the event of default in repayment of the note (if not converted by the holder into shares of common stock) after 180 days from issuance. During the three months ended January 31, 2018, Eagle converted $145,000 principal and $5,306 accrued interest payable into 21,950,098 total shares of the Company’s Class A common stock, extinguishing in full the convertible note.

Effective May 16, 2017, the Company issued and delivered to Crown Bridge Partners, LLC (“Crown Bridge”) an 8% convertible redeemable note in the principal amount of $60,000. The note was issued at a discount, resulting in the receipt of $54,000. The note was due and payable on May 16, 2018. The other terms of the note were identical to the terms of the May 15, 2017 convertible redeemable note described above. During the three months ended January 31, 2018, Crown Bridge converted $60,000 principal and $2,597 accrued interest payable into 10,733,108 total shares of the Company’s Class A common stock, extinguishing in full the convertible note.

~~Effective May 24, 2017, the Company issued and delivered to GS Capital Partners, LLC (“GS”) an 8%~~10% convertible note in the principal amount of $173,000. The note was issued at a discount, resulting in the receipt of $158,000. The note is due and payable on May 24, 2018. The Company can redeem the note at any time prior to 60 days from the issuance date at a redemption price of 118% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120th day from issuance and then to 133%, plus accrued interest, until the 180th day from issuance. The note cannot be prepaid after the 180th day after issuance. GS, at its option, could convert the unpaid principal balance and accrued interest into shares of the Company’s Class A common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion. Prior to the 180th day after issuance, the conversion price could not be less than a floor of $.03 per share of common stock. The note also contained penalty provisions in the event of default in repayment of the note (if not converted by the holder into shares of common stock). The Company entered into an amendment of the note with GS Capital which extended the redemption period of the note by an additional 75 days, during which period the redemption premium would be 47%. During the three months ended January 31, 2018, GS converted $148,000 principal and $6,956 accrued interest payable into 37,800,391 total shares of the Company’s Class A common stock, resulting in a principal balance of $25,000 as of January 31, 2018.

On June 12, 2017, the Company entered into an Equity Purchase Agreement with Crown Bridge. Pursuant to the terms of the Equity Purchase Agreement, Crown Bridge has committed to purchase up to $3,000,000 of our common stock for a period of up to 24 months commencing upon the effectiveness of a registration statement covering the resale of shares issuable to Crown Bridge under the Equity Purchase Agreement. The Equity Purchase Agreement allows the Company to deliver a put notice to Crown Bridge stating the dollar amount of common stock that it intends to sell to Crown Bridge on the date specified in the put notice. The amount of each put notice is limited to a formula that is equal to the lesser of (i) $100,000 or (ii) 150% of the average dollar value of the trading volume of the Company’s stock, measured at the lowest price during the trading period, for the seven days prior to the purchase of shares by Crown Bridge. The purchase price of shares issued in respect of each put notice is 80% of the average of the three lowest trading prices in the seven trading days immediately preceding the date on which the Company exercises its put right. The Company is required to file a registration statement with the SEC on Form S-1 within 45 days of the date of the Equity Purchase Agreement covering the resale of shares to be issued under such agreement and to use its best efforts to cause the registration statement to become effective within 90 days of such date.

In connection with the Equity Purchase Agreement, the Company issued to Crown Bridge, as a commitment fee, an 8% convertible redeemable note in the principal amount of $80,000. The Company was entitled to redeem the note at a redemption price of 125% plus accrued interest during the first 90 days after issuance. The redemption price was to increase to 135% until the 120th day after issuance and then increase to 150% until the 180th day after issuance, after which the date the note could not be redeemed. If the note was not redeemed or the Company was otherwise in default, Crown Bridge could convert the unpaid balance into shares of the Company’s Class A common stock at a conversion price equal to the lesser of (i) the closing price of the Company’s Class A common stock on the issuance date of the note or (ii) 60% of the average of the three lowest trading prices during the 25-day period prior to the notice of conversion. During the three months ended January 31, 2018, Crown Bridge converted $80,000 principal and $3,610 accrued interest payable into 19,834,823 total shares of the Company’s Class A common stock, extinguishing in full the convertible note.

~~On July 7, 2017, the Company issued and delivered to JSJ a second 12% convertible note payable to JSJ in the principal amount of~~ $125,000. The note was issued at a discount, resulting in the receipt of $118,750. The Company can redeem the note at any time prior to 90 days from the issuance date at a redemption price of 120% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120th day from issuance, and thereafter increases to a redemption price of 145% plus accrued interest until the 180th day after issuance and 150% plus accrued interest until the maturity date of March 30, 2018. The holder of the note, at its option, may convert the unpaid principal balance and accrued interest into shares of the Company’s Class A common stock at a price of no lower than $0.03 per share of common stock until the 180th day after issuance and thereafter at a price 40% discount from the lowest trading prices during the 20 days prior to conversion. The note also contains penalty provisions in the event of default in repayment of the note (if not converted by the holder into shares of common stock) on the maturity date of March 30, 2018. The Company agreed with JSJ to use any proceeds from draws on our prospective equity line of credit or sale of assets to first repay the note issued to JSJ in April 2017 and second to repay the July 7, 2017 note. During the three months ended January 31, 2018, JSJ converted $75,000 principal into 29,461,279 total shares of the Company’s Class A common stock, resulting in a principal balance of $50,000 as of January 31, 2018.

~~On September 7, 2017, the Company completed the funding of a 12% convertible note in the principal amount of $115,000 issued to Auctus Fund, LLC.~~ The Company received ~~$105,000~~net proceeds of ~~note proceeds~~$112,250 after payment of ~~$10,000~~$12,750 of the fees and expenses of the lender and its counsel. ~~The Company can redeem~~Auctus, on or following the ~~note at any time prior to 90 days from~~180^th calendar day after the issuance date ~~at a redemption price of 125% plus accrued interest. The redemption price thereafter increases to 135%, plus accrued interest, until the 180th day after issuance. The holder~~ of the note, ~~at its option,~~ may convert the unpaid principal balance of, and accrued interest on, the note into shares of ~~the Company’s~~ common stock at a price equal to the lesser of (i) the lowest trading price during the previous 25 trading day period ending on the latest complete trading day prior to the date of the note and (ii) 55% of the average of the two lowest trading prices for the Company’s common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. The note also contains penalty provisions in the event of default in repayment of the note (if not converted by the holder into shares of common stock) on the maturity date of June 1, 2018.

On September 18, 2017, the Company completed the funding of a 12% convertible note in the principal amount of $123,500 issued to Power Up Lending Group Ltd (“Power Up”). The Company received $112,500 of note proceeds after payment of $11,000 of the fees and expenses of the lender and its counsel. The Company can redeem the note at any time prior to 30 days from the issuance date at a redemption price of 120% plus accrued interest. The redemption price thereafter increases by an additional 5% each 30 days thereafter until the 180th day after issuance (at which date the note cannot thereafter be prepaid). The holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a price equal to 61% of the average of the two lowest trading prices for the Company’s common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. The note also contains penalty provisions in the event of default in repayment of the note (if not converted by the holder into shares of common stock) on the maturity date of June 20, 2018.

Pursuant to a Convertible Note Purchase and Assignment Agreement dated October 16, 2017 Vista Capital Investments, LLC (“Vista”) purchased from JSJ the April 19, 2017 convertible note with a principal balance of $145,000 and $8,723 accrued interest payable. The Company issued a replacement convertible note to Vista dated October 16, 2017 in the principal amount of $153,723, maturing on April 19, 2017. No gain or loss was recognized on this transaction. A one-time 12% interest charge of $18,447 was added to the note principal. 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. Vista, at its option, could convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 40% discount ~~from~~to the lowest trading price during the 20 days prior to ~~conversion.~~the date the notice of conversion is received by the Company. The note matured on January 31, 2020 and was in default as of April 30, 2020. The Company could ~~prepay~~redeem the note at ~~a 45%~~ redemption ~~premium~~prices ranging from 120% to 135% during the first 90180 days after issuance. ~~A $10,000 penalty~~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 April 30, 2020. During the year ended April 30, 2021 there was ~~added to~~no activity on the note ~~principal in November 2017.~~so the balance remained unchanged. During the three months ended ~~January~~July 31, ~~2018, Vista converted $182,170 principal into 33,836,872 total shares of the Company’s Class A common stock, extinguishing~~2021 this note was paid in ~~full the convertible note.~~full.

~~On November 15, 2017,~~[4] Effective December 27, 2019 the Company issued and delivered to ~~Power Up~~ a ~~second 8%~~consultant a 5% convertible note in the principal amount of ~~$111,773. The note~~$10,000 in payment of accrued fees of $10,000 that was ~~issued~~convertible into common shares of the Company at a ~~discount, resulting in~~conversion price equal to 110% of the ~~Company’s receipt~~lowest price at which the shares of ~~$100,000. Power Up, at its option, may~~common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the ~~unpaid~~total note principal ~~balance of, and accrued interest on, the note~~ into shares of the Company’s common ~~stock (i) during~~stock. The conversions were not completed, and the ~~first 180 days, at~~shares were not issued, due to a ~~price~~lack of ~~$.03 per share~~sufficient shares of common stock at the time the conversion was requested. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request.

[5] Effective December 27, 2019 the Company issued and ~~(ii) thereafter~~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 ~~40% discount from the average~~conversion price equal to 110% of the ~~three~~ lowest ~~trading~~ price at which the shares of common stock were issued by the Company during the 25twenty prior trading days, ~~prior to conversion. The Company may prepay~~including the ~~note at~~day upon which a ~~18% redemption premium during~~notice of conversion is received by the ~~first 60 days after issuance, increasing to 25% after 120 days from issuance and 33% after 180 days from issuance. The note also contains penalty provisions in~~Company. On the ~~event of our default in repayment~~effective date of the convertible note, ~~(if not converted by~~ the ~~holder~~lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common ~~stock)~~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. The Company continues to accrue interest on the ~~maturity~~convertible note until it can issue all shares to satisfy the conversion request.

[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 ~~November 14, 2018.~~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. The Company continues to accrue interest on the convertible note until they can issue all shares to satisfy the conversion request.

[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 ~~January 19, 2018,~~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. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request.

[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. The Company continues to accrue interest on the convertible note until it can issue all shares to satisfy the conversion request.

[1] Effective March 31, 2020, the Company issued and delivered to GS ~~a second 8%~~an 18% convertible note in the principal amount of ~~$173,000.~~$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 is payable in cash at ~~a discount, resulting~~the earlier of (1) in connection with, and at the ~~Company’s receipt~~time of ~~$150,000.~~repayment of the Notes, or (2) on November 20, 2020. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock ~~(i) during the first 180 days, at a price of $.03 per share of common stock and (ii) thereafter~~ at a 40% discount from the ~~average of the three~~ lowest trading price during the 2520 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance).

[2] Effective February 4, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $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 is 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. GS, at its option, may convert the unpaid principal balance and accrued interest into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance).

[3] Effective December 15, 2020, the Company entered into a fourth 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 $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 entered into an 18% convertible note in the principal amount of $80,000. The note was issued at a discount and the Company received net proceeds of $75,000 after an original issue discount of $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 conversion (with a floor of $3.00 per share during the first six months after issuance). During the three months ended July 31, 2021, the Company issued common shares to convert $40,000 worth of principal under the terms of the agreement.

[4] Effective December 31, 2020, the Company 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, $600,000note dated October 5, 2018, and $110,000 note dated February 20, 2019) to extend the notes due dates from December 31, 2020 to August 31, 2021. In exchange for the extension, the aggregate principal amounts of the notes increased by $80,000. 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 conversion (with a floor of $3.00 per share during the first six months after issuance).

[5] Effective March 26, 2021, the Company issued and delivered to GS a 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 lowest trading price during the 15 days prior to conversion. The ~~note matures on January 23, 2019. The~~ Company ~~may~~could redeem the note at redemption prices ranging from ~~118%~~110% to ~~133%~~118% during the first 180 days after issuance.

~~Table of Contents~~

During the three months ended July 31, 2021, the Company repaid this note in full.

~~The long-term convertible notes payable at December~~outstanding as of July 31, ~~2018 are comprised of two advances under a long-term convertible note to Vista. On October 19, 2017,~~2021 and April 30, 2021, as noted above, effective June 22, 2021, the Company issued and delivered to ~~Vista~~GS a 10% convertible note in the ~~original maximum~~ principal amount of ~~$550,000 (consisting of an initial advance of $165,000 on such date and possible future advances). An original issue discount equal to 10% of each advance will be added to principal.~~$82,000. 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.

~~The initial advance~~ was issued at a discount ~~resulting in the receipt of $160,000, $65,000 of which was paid to JSJ as a prepayment penalty for the first JSJ note purchased by Vista. In addition, an original issue discount of $16,500~~ and ~~a one-time 12% interest charge of $21,780 was added to the note principal, resulting in total principal of $203,280. A $10,000 penalty was added to note principal in December 2017.~~

~~On December 14, 2017,~~ the Company received net proceeds of ~~$100,000 from a second advance under~~$78,500 after payment of $3,500 of fees and expenses of the ~~Vista long-term convertible note. An original issue discount~~lender and its counsel. During the first 180 days, GS, at its option, could convert the unpaid principal balance of, ~~$10,000~~ and ~~a one-time 12%~~accrued interest ~~charge of $13,200 was added to~~on, the note ~~principal, resulting in total principal~~into shares of ~~$123,200.~~

~~As of January 31, 2018, total principal balance under the Vista long-term convertible note was $336,480 with a debt discount of 273,052, resulting in a net balance of $63,428.~~

~~Accrued interest payable on convertible notes payable totaled $24,805 and $524 at January 31, 2018 and April 30, 2017, respectively.~~

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 considering the existence of a tainted equity environment (see Note 10).

~~As of April 30, 2017, the Company had $137,500 face value of Armadillo Mining Corporation preferred~~common stock issued in June 2011 to two unrelated parties, with accrued dividends payable of $350,539. The preferred stock carried a 25% cumulative dividend and had a mandatory redemption feature on December 31, 2011 at a price of ~~$1.25~~$0.015 per ~~share.~~share and thereafter at 34% discount from the average of the two lowest trading prices during the 15 prior trading days including the day of conversion. The Company could redeem the note at redemption prices ranging from 110% to 118% during the first 180 days after issuance. During the three months ended July 31, 2021, the Company repaid this note in full.

Effective June 19, 2017, the Company entered into agreements with the holders of the outstanding convertible preferred stock pursuant to which $137,500 principal, $359,957 accrued dividends payable and $4,571 derivative liabilities were extinguished through the issuance of a total of 24,750,000 shares of the Company’s Class A common stock, recognizing a gain on extinguishment of debt of $302,595.

In connection with the settlement of the preferred stock on June 19, 2017, the Company issued 11,250,000 shares of its Class A common stock to a non-related consultant. The shares were valued at $91,125, based on the closing market price of the stock on the date of issuance, and included in general and administrative expenses. No gain or loss was recorded on the settlement.

With an effective date of January 25, 2021, a loan to the Company was approved under the terms and conditions of the Paycheck Protection Program 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”) in the amount of $150,000 and was funded on January 26, 2020. The Company has applied for loan forgiveness pursuant to the provisions of the Act.

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 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.

In a series of subscription agreements, the Company issued warrants in prior years that contain certain anti-dilution provisions that have previously been identified as derivatives. In addition, the Company previously identified the conversion feature of certain convertible notes payable and convertible preferred stock as derivatives. ~~As of January 31, 2018, 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 ~~derivative.~~derivatives. 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 ~~estimates~~estimated the fair value of the derivative liabilities at the issuance date and at each subsequent reporting date, using a multinomial lattice model simulation. The model is based on a probability weighted discounted cash flow model using projections of the various potential outcomes.

During the ~~nine~~three months ended ~~January~~July 31, ~~2018,~~2021, 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, 2018 are as follows:~~


·	~~Stock prices on all measurement dates were based on the fair market value~~23

	·	~~Risk-free interest rate~~Table of ~~1.73%~~Contents

	·	~~The probability of future financing was estimated at 100%~~

	·	~~Computed volatility ranging from 119% to 133%~~

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 July 31, 2021, the Company had authorized 11,000,000 shares of capital stock, consisting of 10,000,000 shares of common stock and 1,000,000 shares of preferred stock.

On ~~September 1, 2016,~~August 16, 2021, the Company ~~entered into a stock assignment agreement with LatAm Services, LLC (“LatAm”), whose members are officers and directors~~approved an amendment to its Articles of Incorporation to increase the Company, pursuant to which LatAm acquired MCCH, a wholly owned subsidiary of the Company, and MCC and CC, majority owned subsidiaries of MCCH (see Note 1). On September 18, 2017, the Company, the members of LatAm and William B. Short (“Short”), an unrelated individual, entered into an Assignment and Assumption Agreement pursuant to which Short acquired the member interests in LatAm, thereby acquiring all the assets and assuming all the liabilities of MCCH, MCC and CC. Prior to the Assignment and Assumption Agreement with Short on September 18, 2017, the accounts of MCCH, MCC and CC were consolidated with those of the Company and its other subsidiaries. The following is a summary of the accounts purchased or assumed by Short (there was no book value to the assets):

~~Short agreed to assume all liabilities and hold the Company harmless from any and all liabilities (contingent or otherwise). In consideration therefor, the Company issued Short 10,000,000 shares~~number of its Class A common stock, valued at $110,000, or $0.011 per share, equal to the market value of the stock on the date of the agreement, which amount was recorded as reduction in the gain recognized. With the acquisition of these subsidiaries by LatAm and subsequently by Short, MMEX has exited the Hunza coal project to focus on energy related projects under its new business plan.

~~On March 31, 2017, the Company amended its articles of incorporation to provide for an increase in the~~ authorized shares of common stock from ~~3,000,000,000~~10,000,000 to ~~5,000,000,000 shares. In addition, the articles~~200,000,000. Shareholders owning in excess of ~~incorporation were amended to provide for two classes of common shares: (i) Class A Shares, having one vote per share, and (ii) Class B Shares, with 10 votes per share. All~~50.1% of the ~~currently~~ outstanding shares of voting common stock ~~were reclassified as Class A Shares, except that the common shares issued in the refinery transaction discussed in Note 6 were classified as Class B Shares. Other than the provisions~~ of the ~~voting rights,~~Company executed a written consent approving the ~~two classes~~amendment. Pursuant to the rules of ~~shares~~the Securities & Exchange Commission, the Company was required to wait for at least 20 calendar days before causing such amendment to become effective with the Secretary of ~~common stock will have equal terms and conditions.~~State of Nevada.

Subsequent to January 31, 2018, the Company amended its articles of incorporation to provide for an increase in the authorized shares of common stock from 5,000,000,000 shares to 12,000,000,000 shares. See Note 14.

During the ~~nine~~three months ended ~~January~~July 31, ~~2018,~~2021, the Company issued a total of ~~640,263,481~~449,568 shares of its ~~Class A~~ common stock: ~~62,846,918~~170,000 shares (plus 3,580,000 prefunded warrants and 2,575,500 warrants, see Warrants below) for ~~common stock payable~~cash of ~~$307,978; 19,250,000 shares for services valued at $227,125; 440,000~~$3,000,000; 11,814 shares valued at $4,400 in payment of accrued expenses of $44,000 resulting in a gain on extinguishment of debt of $39,600; 353,359,992 shares in the cashless exercise of warrants and extinguishment of derivative liabilities of $1,906,006; 24,750,000 shares valued at $200,476 in the extinguishment of preferred stock of $137,500, accrued interest payable of $359,957 and derivative liabilities of $5,614 resulting in a gain on extinguishment of debt of $302,595; 16,000,000 shares valued at $124,800 in the extinguishment of a convertible note payable of $120,000 and accrued interest payable of $119,365 resulting in a gain on extinguishment of debt of $114,565; 10,000,000 shares valued at $110,000 for stock-based compensation and 153,616,571 shares valued at $1,215,377$42,531 in conversion of convertible notes principal of ~~$660,170,~~$40,000, accrued interest payable of ~~$18,469~~$2,027 and ~~derivative liabilities~~payment of ~~$536,738.~~fees of $504; 17,754 shares issued pursuant to the rounding of fractional shares in connection with our reverse stock split; and 250,000 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 $349,150in out-of-pocket offering costs.

~~On March 7, 2012,~~During the ~~Company issued a total of 2,000,000 stock options exercisable at $0.35 per share for a period of ten years from~~three months ended July 31, 2020, the ~~date of grant. The~~ Company did not ~~grant~~issue any ~~stock options during the nine months ended January 31, 2018.~~shares of its common stock.

Series A ~~summary of stock option activity during the nine months ended January 31, 2018 is presented below:~~Preferred Stock

~~Effective June 1, 2017,~~The Series A preferred stock has no redemption, conversion or dividend rights; however, the holders of the ~~options surrendered them~~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 three months ended July 31, 2021 and 2020 the Company ~~and the options were cancelled.~~did not issue any shares of its preferred stock.

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 10).

A summary of warrant activity during the ~~nine~~three months ended ~~January~~July 31, ~~2018~~2021 is presented below:

~~The warrant shares granted during~~During the ~~nine~~three months ended ~~January~~July 31, ~~2018 are comprised of warrant shares~~2021 the Company granted 15,641warrants issued to warrant holders pursuant to anti-dilution ~~provisions.~~provisions and 6,493,000 warrants issued in conjunction with the sale of common stock (see Common Stock Issuances 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 warrant granted in association with the capital raise. Of the 6,493,000 warrants granted, 3,580,000 are prefunded, therefore have a zero exercise price and no expiration. The remaining warrants have a 5 year life and 2,575,500 of the warrants have a $0.80 exercise price while the other 337,500 have a $1.00 exercise price.

~~The 353,359,992 warrant shares exercised were pursuant to the cashless exercise of warrants and extinguishment of derivative liabilities of $1,906,006.~~Common Stock Reserved

~~At January~~Combined with the 3,701,209 common shares outstanding as of July 31, ~~2018, 55,693,576~~2021, all authorized common shares ~~of the Company’s Class A common stock were~~had been issued or reserved for issuance of outstanding warrants, ~~and 1,255,484,874 shares of the Company’s Class A common~~ stock ~~were reserved for~~options, and convertible notes ~~payable.~~payable and no common shares were available for share issuances other than those shares included in the reserves.

~~There were no~~In the ordinary course of business, we may be, or have been, involved in legal proceedings ~~against~~from time to time. During the ~~Company.~~three months ended July 31, 2021 we were not involved in any material legal proceedings.

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

Subsequent to July 31, 2021, the Company issued 225,000 shares for the exercise of pre-funded warrants.

On ~~January 26, 2018, shareholders~~August 16, 2021, the Company approved an amendment to its Articles of Incorporation to increase the number of its authorized shares of common stock 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 of~~ the Amended and Restated Articles of Incorporation of the Company to increase the number of authorized shares of Class A Common Stock of the Company to 12,000,000,000 shares. The effective date of such consent, and the related filing of the amendment with the Secretary of State of Nevada, was February 16, 2018.amendment.

Subsequent to January 31, 2018, the Company issued a total of 105,310,399 shares of its Class A common stock: 1,644,596 shares for compensation valued at $8,059 and a total of 103,665,803 shares in consideration for the conversion of note payable principal totaling $185,932, accrued interest payable of $17,033 and fees of $250.

On February 21, 2018, the Company closed a third financing with Power Up for a 8% convertible note in the principal amount of $83,000. After deducting $3,000 of lender expenses, the financing provided net proceeds of $80,000 of net proceeds to us. Power Up, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 39% discount from the average of the two lowest trading price during the 20 days prior to conversion. The Company may prepay the note at a 20% redemption premium during the first 30 days after issuance, increasing in 5% increments each 30 day period thereafter until 180 days from issuance, after which the note may not be prepaid. The note also contains penalty provisions in the event of our default in repayment of the note (if not converted by the holder into shares of common stock) on the maturity date of November 30, 2018.

~~On February 28, 2018, the Company received proceeds of $235,000 from a third advance under the Vista October 19, 2017 long-term convertible note.~~

The following discussion and analysis ~~constitutes~~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"~~“expect”, ~~"estimate"~~“estimate”, ~~"anticipate"~~“anticipate”, ~~"predict"~~“predict”, ~~"believes"~~“believes”, ~~"plan"~~“plan”, ~~"seek"~~“seek”, ~~"objective"~~“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.

~~We are~~MMEX Resources Corporation was formed as a ~~development stage company engaged~~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 ~~exploration, extraction, refining and distribution of oil, gas, petroleum products and electric power. We plan to focus~~Americas.

The Company is a development-stage company focusing on the acquisition, development and financing of oil, gas, refining and ~~electric power~~infrastructure projects in Texas ~~Peru,~~ and ~~other countries~~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 ~~Latin America using the expertise of our principals to identify, finance and acquire these projects.~~Texas.

Since 2016, the focus of our ~~current~~ business ~~plan is~~has been to build crude oil distillation units and refining facilities (CDUs) in the Permian Basin in West Texas. We ~~intend to implement~~revised our ~~current~~ business plan in ~~two phases, First, through~~2021 to move MMEX to clean energy use and production, leveraging our ~~subsidiary,~~history, management and business relationships from the traditional energy sector. The focus of our business plan is to

Project 1: A clean refining 10,000 barrel per day facility at our Pecos ~~Refining, we intend~~County site to ~~build~~produce 87° gasoline, ultra-low sulphur diesel and ~~commence operation~~low-sulphur fuel oil, utilizing the Ultra Fuels concept.

Project 2: We have teamed with Black Tree Group to develop a “blue hydrogen” facility in Pecos County to produce hydrogen with carbon capture and storage employing steam methane reformer technology with the abundant natural gas supplies in the immediate area as the feedstock.

Project 3: A parallel “green hydrogen” plant in Pecos County, which plans to utilize the proprietary electrolizer technology of a ~~10,000 bpd crude oil Distillation Unit~~major international technology partner.

We are in various stages of negotiations with major company off-takes that range from specialty air and gas companies to international trading companies. We would expect the sales of hydrogen by these companies will ~~produce a non-transportation grade diesel primarily for sale in the local market for drilling mud and frac fluids, along with naphtha and heavy fuel oil~~be to ~~be sold to other refiners. Second, through a separate subsidiary, we intend to build and commence operation~~their customer base, which are more traditional chemical end uses. The proposed distribution network of ~~the Large Refinery with up to 100,000 bpd capacity at the same location in West Texas. These~~liquid hydrogen from our planned projects will be built on 476 acres located 20 miles northeast of Fort Stockton, Texas, near the Sulfur Junction spur of the Texas Pacifico Railroad. If successfully developed, the Refinery would connect to existing railwaysby truck and pipelines to market diesel, gasoline, liquefied petroleum gas and other refined products within the U.S., with the potential to market these products and crude oil to western Mexico and South America. If completed, the Large Refinery will be one of the first full scale oil refineries built in the United States in more than 40 years.rail.

The Company is focusing on the Distillation Unit first in an effort to build and commence operations, and ultimately generate cash flow, on an expedited basis. The permitting process is significantly shorter for constructionResults of the Distillation Unit and we received the permit from TCEQ on August 30, 2017. The permitting process for the Large Refinery is expected to be 12-18 months. Additionally, the construction of the Distillation Unit will require significantly less capital than the construction of the Large Refinery. As a result, the less capital will be required to build and complete the project and generate revenue and profits.

Initially, Pecos Refining, the owner of the Distillation Unit, and the entity we form to own and operate the Large Refinery will be wholly-owned subsidiaries of the Company. However, the construction of the Distillation Unit and the Large Refinery will require substantial equity and debt financing, far beyond the expected resources of the Company, and we anticipate that these Subsidiaries will obtain equity and debt financing to finance the cost of construction. We anticipate these Subsidiaries will be able to finance approximately 80% of the total costs of the Distillation Unit and the Large Refinery through debt financing, and the remaining 20% of the total costs would be financed through equity investments. To the extent these Subsidiaries raise money through the issuance of equity securities, our ownership will be diluted. We intend to retain managerial control of the Subsidiaries; however, our economic ownership of such entities may be a minority interest. As such, we will be entitled to only a portion of any future distributions made by these Subsidiaries.

We plan on marketing and distributing refined products in the Western areas of the United States and Mexico, and we may export product to Latin America. The Refinery will be located on the Texas Pacifico Railroad rail route 20 miles Northeast of Fort Stockton, Texas, approximately 1.5 miles from the Sulphur Junction on the Texas Pacifico Railroad. Once needed repairs are finished to the tracks and railway, the Texas Pacifico Railroad will connect to the Ferromex RR in Ojinago, Mexico, giving us access to the western Mexico markets. On August 4, 2017 the Texas Department of Transportation’s (TxDOT) announced receipt of a $7 million federal grant from The U.S. Department of Transportation to strengthen existing rail infrastructure in Permian Basin. As announced on August 4 , the funds are expected to help rebuild the Presidio-Ojinaga International Rail Bridge and 72 miles of track on the South Orient Rail L ine that run from the Mexico border to near Coleman, Texas owned by the state of Texas but maintained and operated by Texas Pacifico Transportation, Ltd. under a lease with TxDOT.

According to a report the Company received from VFuels Oil & Gas Engineering, the cost of a Distillation Unit with a 10,000 bpd capacity would be approximately $50 million. According to a report the Company received from KP Engineering, the cost of a 50,000 bpd refinery is estimated to be approximately $500 million and the cost of a 100,000 bpd refinery is estimated to be approximately $850 million. These estimates are only preliminary estimates and are subject to substantial change when additional engineering is completed.

Constructing the Refinery will require a significant number of governmental permits and approvals. The principal permit for the construction of the Refinery is the air quality permit issued by TCEQ and it was received by the Company on August 30, 2017. Trinity Consultants, the Company’s air quality permit advisor, estimates it will take approximately 18 months once the permit is filed to obtain the air quality permit for the Large Refinery. According to VFuels Oil & Gas Engineering, construction for the Distillation Unit would take approximately 12 to 15 months. KP Engineering has estimated that the completion of the Large Refinery would take from 15 to 18 months following the receipt of the air quality permit.

~~We have no direct operations and no significant assets other than certain contractual rights relating to the ownership of certain real property and the development of the Refinery.~~

Our general and administrative expenses increased ~~$152,024~~ to ~~$173,783~~$442,507 for the three months ended ~~January~~July 31, ~~2018~~2021 from ~~$21,759~~$183,325 for the three months ended ~~January~~July 31, ~~2017,~~2020. The increase resulted from higher professional fee costs, which included increased costs for legal, public relations, and ~~increased $496,494~~consulting services.

Our project costs decreased to ~~$644,494~~$3,060 for the ~~nine~~three months ended ~~January~~July 31, ~~2018~~2021 from ~~$148,000~~$37,700 for the ~~nine~~three months ended ~~January~~July 31, 2017. The increases are due to additional professional fees, travel and other expenses associated with securing debt financing, administrative activities of our proposed refinery project and filing of our S-1 registration statement.

2020. We expense the direct costs incurred ~~prior to opening~~on our ~~proposed crude oil refinery in Pecos County, Texas,~~projects, including acquisition of ~~refinery~~ rights, planning, design and permitting. ~~Such costs~~During the three months ended July 31, 2021 we entered into planning and design contracts for our project development, however, while the projects required deposits, they were not yet completed during the period, therefore amounts were recorded as prepaid expenses as of July 31, 2021, thus explaining the decrease in the expense in the current period. The levels of spending on our projects will vary from period to period based on availability of financing and will be expensed as projects are completed.

Our depreciation and amortization expense results from the depreciation of land improvements and amortization of land easements and totaled ~~$114,616~~to $8,718 for the three months ended ~~January~~July 31, ~~2018~~2021 and ~~$613,147 for the nine months ended January 31, 2018. We did not incur any refinery start-up costs during the three months or nine months ended January 31, 2017.~~2020, respectively.

~~Depreciation~~Our interest expense includes interest accrued on debt, amortization of debt discount and ~~amortization expenses are not currently material to our operations. Depreciation~~penalties assessed on debt. Interest expense totaled $204,610 and ~~amortization expenses were $723 and $0~~$554,089 for the three months ended ~~January~~July 31, ~~2018~~2021 and ~~2017, respectively, and $1,430 and $386 for the nine months ended January 31, 2018 and 2017,~~2020, respectively.

Our interest expense increased $519,762 to $617,198 for the three months ended January 31, 2018 from $97,436 for the three months ended January 31, 2017, and increased $1,129,224 to $1,343,599 for the nine months ended January 31, 2018 from $214,375 for the nine months ended January 31, 2017. The ~~increase~~decrease in interest expense is due to ~~interest accrued on~~a lower levels of new non-related party convertible debt ~~during~~in the current ~~fiscal year, including~~period, resulting in less amortization of debt discount to interest expense, less loan penalties incurred in the period, and ~~note penalties.~~reduced debt balances as a result of debt being paid off or converted into shares common stock.

We reported ~~a gain~~gains on derivative liabilities of ~~$714,736~~$3,010,042 and ~~$222,080~~$1,187,352 for the three months ended ~~January~~July 31, ~~2018~~2021 and ~~2017, respectively, and $4,667,290 and $255,188 for the nine months ended January 31, 2018 and 2017,~~2020, respectively. The increase in gain on derivative liabilities in the first nine months of the current fiscal year resulted primarily from the exercise of substantially all warrants and a decrease in the market price of our common stock, a key input in our derivative valuation models. In a series of subscription agreements, we have issued warrants that contain certain anti-dilution provisions that we have identified as derivatives. We ~~also~~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~~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 three months ended July 31, 2021 all derivative liabilities were written off the books, resulting in a larger gain in the current period than in the prior period.

We reported a gain on assignment and assumption agreement of $1,090,271 during the nine months ended January 31, 2018. On September 18, 2017, the Company, the members of LatAm and William B. Short (“Short”), an unrelated individual, entered into an Assignment and Assumption Agreement pursuant to which Short acquired the member interests in LatAm, thereby acquiring all the assets and assuming all the liabilities of MCCH, MCC and CC. Short agreed to assume all liabilities and hold the Company harmless from any and all liabilities (contingent or otherwise). In consideration therefor, the Company issued Short 10,000,000 shares of its Class A common stock, valued at $110,000, or $0.011 per share, equal to the market value of the stock on the date of the agreement, which amount was recorded as a reduction of the gain on assignment and assumption agreement.

We reported a gain on extinguishment of debt of $475,587 and $207,803 for the nine months ended January 31, 2018 and 2017, respectively, resulting from the settlement and extinguishment of convertible note payables, preferred stock and certain accounts payable and accrued expenses. Where shares of our Class A common stock are issued in extinguishment of debt, we record the value of the shares issued at the current market price, which at times differs significantly from the book value of the debt, resulting in a gain or loss on extinguishment of ~~debt.~~liabilities of $59,856 for the three months ended July 31, 2021, due to convertible notes being paid off during the period where the debt discount on the notes had to be recognized into earnings. We ~~had~~reported no gain or loss on extinguishment of ~~debt~~liabilities for the three months ended ~~January~~July 31, ~~2018 and 2017.~~2021.

WeAs a result of the above, we reported a net ~~loss~~income of ~~$191,584~~$2,291,291 and $403,520 for the three months ended ~~January~~July 31, ~~2018~~2021 and ~~net income of $310,688 for the three months ended January 31, 2017 and $3,630,478 and $100,230 for the nine months ended January 31, 2018 and 2017,~~2020, respectively. ~~The net income resulted primarily as a result of the gain on derivative liabilities, gain on assignment and assumption agreement and gain on extinguishment of debt discussed above.~~

Non-Controlling Interest in ~~(Income) Loss~~Income of Consolidated Subsidiaries

Currently, we have no activity in our consolidated subsidiaries. Non-controlling interest in income of consolidated subsidiaries was ~~$84,213 and $734,872~~$0 for all periods presented.

Net Income (Loss) Attributable to the three months and nine months ended January 31, 2018, respectively. Non-controlling interest in loss of consolidated subsidiaries was $455 and $1,370 for the three and nine months ended January 31, 2017, respectively. The increase inCompany

Because we had no non-controlling interest in income of consolidated subsidiaries, in the current fiscal year resulted from elimination of the accounts of MCCH, MCC and CC pursuant to an Assignment and Assumption Agreement entered into on September 18, 2017. Prior to this agreement, we had little activity in these consolidated subsidiaries.

~~Net loss attributable~~net income (loss) attributed to the Company was ~~$275,797 for~~ the ~~three months ended January 31, 2018 and~~same as net income attributable to the Company was $311,143 for the three months ended January 31, 2017. Net income attributable to the Company was $2,895,606 and $101,600 for the nine months ended January 31, 2018 and 2017, respectively.(loss).

As of ~~January~~July 31, ~~2018,~~2021, we had current assets of ~~$129,190,~~$2,063,512, comprised of cash ~~of $106,690~~ and prepaid expenses, ~~of $22,500,~~ and current liabilities of ~~$2,254,930,~~$3,558,629, resulting in a working capital deficit of ~~$2,125,740.~~$1,495,117. Included in our current liabilities as of ~~January~~July 31, ~~2018~~2021 are ~~derivative liabilities~~PPP Loans of ~~$842,813,~~$150,000, which we ~~do not anticipate will require the payment of cash.~~expect to be forgiven.

Our total current liabilities as of January 31, 2018 decreased $6,749,492 to $2,254,930 from $9,004,422 as of April 30, 2017. The decrease resulted primarily from the decrease in derivative liabilities and the decrease in currently liabilities resulting from assumption of liabilities pursuant to an Assignment and Assumption Agreement entered into on September 18, 2017, partially offset by increased borrowings of the Company.

Our sources and uses of cash for the ~~nine~~three months ended ~~January~~July 31, ~~2018~~2021 and ~~2017~~2020 were as follows:

	2018			2017			2021			2020

Cash, beginning of period	$	54,513		$	1,030		$	330,449		$	66,830
Net cash used in operating activities		(950,663	)		(124,293	)		(826,842	)		(72,478	)
Net cash used in investing activities		(108,410	)		-			(245,397	)		-
Net cash provided by financing activities		1,111,250			123,345			2,474,019			20,000

Cash, end of period	$	106,690		$	82		$	1,732,229		$	14,352

We used net cash of ~~$950,663~~$826,842 in operating activities for the ~~nine~~three months ended ~~January~~July 31, ~~2018~~2021 as a result of our net income ~~attributable to the Company~~ of ~~$2,895,606, non-controlling interest in income of consolidated subsidiaries of $734,872,~~$2,291,291, non-cash expenses totaling ~~$1,415,610~~$131,649, increases in accrued expenses of $38,798, and accounts payable and accrued expenses – related party of $20,490. This was offset by our non-cash gain of $3,010,042, increase in our prepaid expenses and other current assets of $293,390, and a decrease in accounts payable of $5,638.

We used net cash of $72,478 in operating activities for the three months ended July 31, 2020 as a result of our net income of $403,520, non-cash expenses totaling $124,146, decrease in prepaid expenses and other current assets of $7,223, and increases in accounts payable of ~~$169,491~~$39,214, accrued expenses of $431,286 and accounts payable and accrued expenses – related party of ~~$90,306,~~$109,485, partially offset by non-cash ~~gains totaling $6,233,148 and increases in prepaid expenses~~gain of ~~$22,500 and deposits of $900.~~

By comparison, we used net cash of $124,293 in operating activities for the nine months ended January 31, 2017 as a result of net income attributable to the Company of $101,600, non-cash expenses totaling $108,960 and increases in accounts payable of $23,187 and accrued expenses of $106,321, offset by non-controlling interest in income of consolidated subsidiaries of $1,370 and non-cash gains totaling $462,991.$1,187,352.

Net cash used in investing activities for the ~~nine~~three months ended ~~January~~July 31, ~~2018~~2021 was ~~$108,410,~~$245,397, comprised of the purchase of ~~property and equipment.~~land during the period. We had no net cash provided by or used in investing activities for the ~~nine~~three months ended ~~January~~July 31, ~~2017.~~

~~We had net cash provided by financing activities of $1,111,250 for the nine months ended January 31, 2018, comprised of proceeds from convertible notes payable.~~2020.

Net cash provided by financing activities ~~was $123,345~~ for the ~~nine~~three months ended ~~January~~July 31, ~~2017,~~2021 was $2,474,019, comprised of ~~$84,782~~proceeds from notes payable of $200,000, proceeds from convertible notes payable ~~$1,000~~of $78,500, and proceeds from ~~issuance of common stock and $37,563 proceeds from common stock payable.~~

~~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 private sales~~the sale of our common stock of $3,000,000. This was offset by repayments of notes payable of $200,000, repayments of convertible notes payable of $255,331, and ~~warrants~~offering costs incurred of $349,150.

Net cash provided by financing activities for the three months ended July 31, 2020 was $20,000, comprised of proceeds from convertible notes payable - related party of $10,000 and proceeds from an SBA express bridge loan of $10,000.

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 $65,693,402 and a total stockholders’ deficit of $785,369 at July 31, 2021, and have reported negative cash flows from operations since inception. While we have received debt and equity funding during the period and have cash on hand of $1,732,229 at July 31, 2021, we still have a working capital deficit of $1,495,117. Therefore, there is a question of whether or not we have the cash resources to meet our operating commitments for the next twelve months and have, or will obtain, sufficient capital investments to implement our business plan. 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.

During the nine months ended January 31, 2018, we issued an aggregate of $1,594,923 principal amount of convertible notes resulting in net proceeds to us of $1,111,250. Included in the new convertible notes is a replacement note payable with a principal amount of $172,170, including $18,446 of capitalized interest expense and the assumption of $145,000 principal and $8,724 from an April 17, 2017 promissory note. The notes are due and payable on various dates through December 2019 and bear interest at rates ranging from 8% to 12%. The notes are convertible into shares of our Class A common stock at a discount from the lowest price during certain measurement periods prior to the date of conversion. In order to redeem the notes, we will be required to pay redemption premiums that range from 18% to 50% of the principal amounts of the notes, depending upon the date of redemption. The notes also contain penalty provisions in the event of our default in repayment of the notes (if not converted by the holder into shares of common stock) on the first anniversary after issuance.

On June 12, 2017, we entered into an equity purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”) for the purpose of commencing a redemption of our convertible note obligations and providing additional working capital for us to pursue our business strategy. Pursuant to the terms of this agreement, Crown Bridge has committed to purchase up to $3,000,000 of our common stock for a period of up to 24 months commencing upon the effectiveness of a registration statement covering the resale of shares issuable to Crown Bridge under this agreement. This facility allows us to deliver a put notice to Crown Bridge stating the dollar amount of common stock that we intend to sell to Crown Bridge on the date specified in the put notice. The amount of each put notice is limited to a formula that is equal to the lesser of (i) $100,000 or (ii) 150% of the average dollar value of the trading volume of our stock, the lowest price during the trading period, for the seven days prior to the purchase of shares by Crown Bridge. Accordingly, there is no assurance that we will be able to effectively utilize the equity financing provided by this facility to fully redeem our outstanding convertible notes.

~~Even if we fully utilize the equity purchase facility from Crown Bridge, our available cash resources are expected~~ Our ability to continue as a going concern is dependent on our ability to ~~be insufficient to satisfy our anticipated costs over the next 12 to 18 months. Until we can~~ generate sufficient cash from operations ~~in future periods~~ to ~~contribute~~meet our cash needs and/or to ~~our capital requirements, we will~~raise funds to continue to rely on external financing activities, including the sale of our equity securities, to satisfy our capital requirements for the foreseeable future. Due, in part, to our lack of historical revenues or earnings, our prior success in attracting additional funding has been limited to transactions in which our equity is used as currency. Equity financings of the type we have been required to pursue are dilutive to our stockholdersfinance ongoing operations and ~~may adversely impact the market price for our shares. There~~repay debt. However, there can be no assurance that we will be successful in ~~consummating any such future financing transactions on terms satisfactory~~our efforts to ~~us,~~raise additional debt or ~~at all.~~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.

~~On February 28, 2018, the Company received proceeds of $235,000 from a third advance under the Vista October 19, 2017 long-term convertible note.~~

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.

In addition, we do not expect to have the financial resources necessary to complete the proposed Refinery projects. The Company expects to operate the Distillation Unit through its subsidiary, Pecos Refining, and to operate the Large Refinery through another subsidiary set up for such purpose. The construction of the Distillation Unit and the Large Refinery will require substantial equity and debt financing, far beyond the expected resources of the Company. We anticipate that these Subsidiaries will obtain typical project development financing for the construction and development of the Distillation Unit and the Large Refinery and that such financings will be composed of both debt and equity financings. We anticipate these Subsidiaries will be able to finance approximately 65% of the total costs of the Distillation Unit and the Large Refinery through debt financing, and the remaining 35% of the total costs would be financed through equity investments. The Company has had only preliminary discussions with prospective equity sources regarding the financing of these projects and it is unclear at this time if we will be able to obtain such financing and, if so, how much equity in the Subsidiaries the equity investors will require in order to provide the financing. Any equity financing into which a Subsidiary enters will dilute the Company’s ownership of such Subsidiary. In addition, while the Company believes that the Refinery’s cost is financeable in large part through debt, it has not yet obtained a letter of intent or commitment for such financing.

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, ~~2017~~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~~three months ended ~~January~~July 31, ~~2018. The following is a description of those significant accounting policies that involve estimates and judgment by management.~~2021.

In a series of subscription agreements, we issued warrants that contain certain anti-dilution provisions that we have identified as derivatives. We have also identified the conversion feature of certain convertible notes payable as a derivative. We estimate the fair value of the derivatives using multinomial lattice models that value the derivatives 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, accounts payable, accrued expenses and notes 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 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~~July 31, ~~2018.~~2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ~~("COSO"~~(“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~~company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

	· 1.	As of ~~January~~July 31, ~~2018,~~2021, 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~~July 31, ~~2018,~~2021, 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 July 31, 2021, we did not establish a formal written policy for the approval, identification and authorization of related party transactions.

	4.	As of July 31, 2021, 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.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of ~~January~~July 31, ~~2017,~~2021, based on the criteria established in ~~"2013~~“2013 Internal Control-Integrated ~~Framework"~~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.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

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

During the three months ended ~~January~~July 31, ~~2018,~~2021, the Company issued a ~~153,616,571~~total of 449,568 shares of its ~~Class A~~ common ~~stock~~stock: 170,000 shares for cash of $3,000,000; 11,814 shares valued at ~~$1,215,377 to various lenders~~$42,531 in conversion of convertible notes ~~payable.~~principal of $40,000, accrued interest payable of $2,027 and payment of fees of $504; 17,754 shares issued pursuant to the rounding of fractional shares in connection with our reverse stock split; and 250,000 shares issued for the exercise of prefunded warrants. The Company also recognized $349,150 in 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. Employer Identification No.)

3616 Far West Blvd. #117-321 Austin, Texas 78731		855-880-0400
(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	x☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2426
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3130
Item 4.	Controls and Procedures		3230

PART II 1–– OTHER INFORMATION

Item 1.	Legal Proceedings		3332
Item 1A.	Risk Factors		3332
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3332
Item 3.	Defaults Upon Senior Securities		3332
Item 4.	Mine Safety Disclosures		3332
Item 5.	Other Information		3332
Item 6.	Exhibits	33	34

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

Balance, April 30, 2020		1,335,283	$	1,335		-	$	0	$	37,721,640	$	9,871	$	(43,457,807	)	$	(5,724,961	)
Net loss		-		0		-		0		0		0		403,520			403,520

Balance, July 31, 2020		1,335,283	$	1,335		-	$	0	$	37,721,640	$	9,871	$	(43,054,287	)	$	(5,321,441	)

	Nine Months Ended January 31,
	2018		2017
Supplemental disclosure:
Interest paid	$	-	$	-
Income taxes paid		-		-
Non-cash investing and financing activities:
Common stock for common stock payable		307,978		3,064,332
Settlement of convertible preferred stock and accrued interest for common stock		200,476		-
Common stock for derivative liabilities in cashless exercise of warrants		1,906,006		-
Common stock for accrued expenses		4,400		208,219
Common stock for accounts payable		-		5,725
Common stock issued in conversion of debt		1,215,377		212,283
Settlement of convertible notes payable and accrued interest for common stock		124,800		-
Derivative liabilities for debt discount		1,348,460		63,914
Accrued interest payable added to convertible note principal		8,723		-
Common stock payable contributed to capital		-		90,000

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

Balance, April 30, 2021		3,251,641	$	3,252		1,000	$	1	$	62,201,528		$	9,871	$	(67,984,693	)	$	(5,770,041	)
Shares issued with prefunded warrants for cash		170,000		170		-		0		2,999,830			0		0			3,000,000
Shares issued for conversion of convertible notes payable and accrued interest		11,814		11		-		0		42,520			0		0			42,531
Shares issued for reverse stock split		17,754		18		-		0		(18	)		0		0			0
Shares issued for the exercise of prefunded warrants		250,000		250		-		0		(250	)		0		0			0
Offering costs		-		0		-		0		(349,150	)		0		0			(349,150	)
Net income		-		0		-		0		0			0		2,291,291			2,291,291

Balance, July 31, 2021		3,701,209	$	3,701		1,000	$	1	$	64,894,460		$	9,871	$	(65,693,402	)	$	(785,369	)

Supplemental disclosure:
Interest paid	$	106,651	$	0
Income taxes paid	$	0	$	0
Non-cash investing and financing activities:
Common stock issued in conversion of debt	$	42,531	$	0
Derivative liabilities for related party debt discount	$	0	$	6,602
Convertible notes payable – related party for accrued expenses	$	0	$	76,266
Reverse split	$	18	$	0
Exercise of prefunded warrants	$	250	$	0

Name of Entity	%	Form of Entity	State of Incorporation	Relationship
	%	~~Form of Entity~~	~~State of~~ ~~Incorporation~~	~~Relationship~~

MMEX Resources Corporation (“MMEX”)	-	Corporation	Nevada	Parent
~~MCC Merger, Inc.~~Pecos Refining & Transport, LLC (“~~MCCM”~~PRT”)	100%	~~Corporation~~	~~Delaware~~	~~Holding Subsidiary~~
~~Maple Carpenter Creek Holdings, Inc. (“MCCH”)~~	~~100%~~	~~Corporation~~	~~Delaware~~	~~Subsidiary~~
~~Maple Carpenter Creek, LLC (“MCC”)~~	~~80%~~	LLC	~~Nevada~~	~~Subsidiary~~
~~Carpenter Creek, LLC (“CC”)~~	~~95%~~	~~LLC~~	~~Delaware~~Texas	Subsidiary
Armadillo Holdings Group Corp. ~~(“AHGC”)~~	100%	Corporation	British Virgin Isles	Subsidiary
Armadillo Mining Corp. (“AMC”)	98.6%	Corporation	British Virgin Isles	Subsidiary
MMEX Solar Resources, LLC	100%	LLC	Texas	Subsidiary
Texas Gulf Refining & Trading, LLC	100%	LLC	Texas	Subsidiary
Louisiana Gulf Refining & Trading, LLC	100%	LLC	Louisianna	Subsidiary
Rolling Stock Marine, LLC	100%	LLC	Texas	Subsidiary

Office furniture and equipment	10 years
Computer equipment and software	5 years

Land improvements	15 years
9 Land easements	10 years

~~Table of Contents~~

	July 31, 2021		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]	$	7,033	$	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]		10,691		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]		5,000		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]		800		800
Convertible note payable with Maple Resources Corporation, matured May 12, 2021, with interest at 5%, convertible into common shares of the Company [5]		41,466		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]		10,000		10,000

		74,990		74,990
Less discount		0		(235	)

Total	$	74,990	$	74,755

	July 31, 2021		April 30, 2021

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

	$	75,001	$	75,001

	July 31, 2021		April 30, 2021
Note payable to an unrelated party with an issue date of February 22, 2021 with interest at 10% [1]	$	250,000	$	250,000
$250,000 draw on March 5, 2021 $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, 2018			April 30, 2017
Note payable to an accredited investor, maturing May 24, 2018, with interest at 8%, convertible into common shares of the Company at a defined variable exercise price	$	25,000		$	-
Note payable to an accredited investor, maturing March 30, 2018, with interest at 12%, convertible into common shares of the Company at a defined variable exercise price		50,000			-
Note payable to an accredited investor, maturing June 1, 2018, with interest at 12%, convertible into common shares of the Company at a defined variable exercise price		115,000			-
Note payable to an accredited investor, maturing June 20, 2018, with interest at 12%, convertible into common shares of the Company at a defined variable exercise price		123,500			-
Note payable to an accredited investor, maturing November 13, 2018, with interest at 12%, convertible into common shares of the Company at a defined variable exercise price		111,773			-
Note payable to an accredited investor, maturing January 23, 2019, with interest at 8%, convertible into common shares of the Company at a defined variable exercise price		173,000			-
Note payable to an accredited investor, maturing October 19, 2017, with interest at 12%, convertible into common shares of the Company at a defined variable exercise price, extinguished pursuant to a Convertible Note Purchase and Assignment Agreement		-			145,000
Total		598,273			145,000
Less discount		(354,587	)		(136,284	)

Net	$	243,686		$	8,716

	July 31, 2021			April 30, 2021
Note payable to an accredited investor issued for extension fees, maturing November 20, 2020 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, maturing November 20, 2020 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]		40,000			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]		80,000			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		410,000			532,000
Less discount		(14,748	)		(133,944	)

Net	$	395,252		$	398,056

				Convertible			Preferred
	Warrants			Notes			Stock			Total

Balance, April 30, 2017	$	6,299,670		$	304,675		$	5,656		$	6,610,001
New issuances of debt		-			1,348,460			-			1,348,460
Debt conversions and warrant exercises		(1,906,006	)		(536,738	)		(5,614	)		(2,448,358	)
Change in fair value of derivative liabilities		(4,259,523	)		(407,725	)		(42	)		(4,667,290	)

Balance, January 31, 2018	$	134,141		$	708,672		$	-		$	842,813

	Options and			Convertible
	Warrants			Notes			Total

Balance, April 30, 2021	$	235,902		$	2,774,140		$	3,010,042
Change in fair value of derivative liabilities		(235,902	)		(2,774,140	)		(3,010,042	)

Balance, July 31, 2021	$	0		$	0		$	0

Liabilities assumed:
Accounts payable	$	95,655
Accrued expenses		254,575
Note payable, currently in default		300,000
Total liabilities assumed		650,230
Additional paid- in capital		550,041
Total		1,200,271
Value of common shares issued		(110,000	)

Gain	$	1,090,271

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

Outstanding, April 30, 2017		2,000,000		$	0.35		4.85

Granted		-		$	-
Canceled / Expired		(2,000,000	)	$	0.35
Exercised		-		$	-

Outstanding, January 31, 2018		-		$	-		-

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

Outstanding, April 30, 2021		107,991		$	1.00		0.91
Granted		6,508,641		$	0.37
Canceled / Expired		-		$	-
Exercised		(250,000	)	$	0.00

Outstanding, July 31, 2021		582,873,825		$	1.00		2.28

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

	·	Purchase additional acreage allowing us to develop additional megawatts of solar power for distribution to our projects in West Texas.


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

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

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

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

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

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

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

101.PRE**104		Cover Page Interactive Data File (formatted as inline XBRL ~~Taxonomy Extension Presentation Linkbase Document~~

	MMEX Resources Corporation

~~Dated: March 9, 2018~~	~~By:~~	~~/s/ Jack W. Hanks~~
		~~Jack W. Hanks~~
	Dated: September 14, 2021	~~Chief Executive Officer (Principal Executive Officer), President and Chief Financial Officer (Principal Financial and Accounting Officer)~~By:	/s/ Jack W. Hanks
		Chief Executive Officer (Principal Executive Officer), President and Chief Financial Officer (Principal Financial and Accounting Officer)