MMEX RESOURCES ~~CORPORATION~~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~~13, 2023, there were ~~1,733,190,048~~229,185,791 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~~2022 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)						January 31, 2023			April 30, 2022
Assets							(unaudited)

Current assets:
Cash	$	106,690		$	54,513		$	7,518		$	136,867
Prepaid expenses		22,500			-
Prepaid expenses and other current assets								24,833			47,333
Total current assets		129,190			54,513			32,351			184,200

Property and equipment, net		106,980			-			1,086,901			1,114,197
Deposit		900			-

Total assets	$	237,070		$	54,513		$	1,119,252		$	1,298,397

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	749,673		$	694,664		$	755,176		$	639,782
Accrued expenses		237,124			912,870			981,353			851,275
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
Derivative liabilities		842,813			6,610,001
Accounts payable and accrued expenses – related parties								271,865			76,770
Note payable, currently in default								211,953			75,001
Note payable								784,000			904,452
Convertible notes payable, currently in default, net of discount of $0 and $0 at January 31, 2023 and April 30, 2022, respectively								75,000			75,000
Convertible notes payable, net of discount of $27,070 and $22,903 at January 31, 2023 and April 30, 2022, respectively								761,920			432,097
Total current liabilities		2,254,930			9,004,422			3,841,267			3,054,377

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			3,841,267			3,054,377

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; 200,000,000 shares authorized, 48,890,638 and 21,204,682 shares issued and outstanding at January 31, 2023 and April 30, 2022, respectively								48,891			21,205
Preferred stock; $0.001 par value; 1,000,000 shares authorized:
1,000 Series A preferred shares issued and outstanding at January 31, 2023 and April 30, 2022								1			1
1,481 and 1,500 Series B preferred shares issued and outstanding at January 31, 2023 and April 30, 2022, respectively								1			2
Additional paid-in capital		28,457,391			25,551,533			69,646,837			66,426,364
Non-controlling interest		356,429			(378,443	)		9,871			9,871
Accumulated (deficit)		(34,022,988	)		(36,918,594	)
Accumulated deficit								(72,427,616	)		(68,213,423	)
Total stockholders’ deficit		(2,081,288	)		(8,949,909	)		(2,722,015	)		(1,755,980	)

Total liabilities and stockholders’ deficit	$	237,070		$	54,513		$	1,119,252		$	1,298,397

	Three Months Ended January 31,						Nine Months Ended January 31,						Three Months Ended January 31,						Nine Months Ended January 31,
	2018			2017			2018			2017			2023			2022			2023			2022

Revenues	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-

Operating expenses:
General and administrative expenses		173,783			21,759			644,494			148,000			211,084			274,407			1,379,285			991,407
Refinery start-up costs		114,616			-			613,147			-
Project costs														20,520			369,950			96,560			1,379,676
Depreciation and amortization		723			-			1,430			386			9,099			8,888			27,296			26,852

Total operating expenses		289,122			21,759			1,259,071			148,386			240,703			653,245			1,503,141			2,397,935

Loss from operations		(289,122	)		(21,759	)		(1,259,071	)		(148,386	)		(240,703	)		(653,245	)		(1,503,141	)		(2,397,935	)

Other income (expense):
Interest expense		(617,198	)		(97,436	)		(1,343,599	)		(214,375	)		(67,177	)		(49,566	)		(193,190	)		(311,821	)
Gain (loss) on derivative liabilities		714,736			222,080			4,667,290			255,188			-			-			-			3,010,042
Gain on assignment and assumption agreement		-			-			1,090,271			-
Gain on extinguishment of debt		-			-			475,587			207,803
Gain (loss) on extinguishment of liabilities														-			96,993			16,540			233,303

Total other income (expense)		97,538			332,447			4,889,549			248,616			(67,177	)		47,427			(176,650	)		2,931,524

Income (loss) before income taxes		(191,584	)		310,688			3,630,478			100,230			(307,880	)		(605,818	)		(1,679,791	)		533,589
Provision for income taxes		-			-			-			-			-			-			-			-

Net income (loss)		(191,584	)		310,688			3,630,478			100,230			(307,880	)		(605,818	)		(1,679,791	)		533,589

Non-controlling interest in (income) loss of consolidated subsidiaries		(84,213	)		455			(734,872	)		1,370
Deemed dividend														-			-			2,534,402			-

Net income (loss) attributable to the Company	$	(275,797	)	$	311,143		$	2,895,606		$	101,600
Net income (loss) attributable to the common shareholders													$	(307,880	)	$	(605,818	)	$	(4,214,193	)	$	533,589

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													$	(0.01	)	$	(0.03	)	$	(0.15	)	$	0.05
Net income (loss) per common share – diluted													$	(0.01	)	$	(0.03	)	$	(0.15	)	$	0.01
Weighted average number of common shares outstanding - basic														34,392,998			18,244,276			27,819,443			10,486,385
Weighted average number of common shares outstanding - diluted														34,392,998			18,244,276			27,819,443			51,172,508

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.

Since 2021 MMEX has expanded its focus to the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy.

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:

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~~2022 filed with the SEC on July ~~28, 2017.~~15, 2022.

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.

In a series of subscription agreements, the Company issued warrants in prior years that contained certain anti-dilution provisions that were previously identified as derivatives. In addition, the Company had previously identified the conversion feature of certain convertible notes payable and convertible preferred stock as derivatives. Through April 30, 2021, the number of warrants or common shares to be issued under these agreements was indeterminate; therefore, the Company concluded that the equity environment was tainted and all additional warrants, stock options and convertible debt were included in the value of the derivative. During the year ended April 30, 2022 it was determined that the Company could increase their authorized common shares at any time, therefore the environment was no longer deemed to be tainted and all derivative liabilities were written off the books.

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

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

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

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

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

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

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

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

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~~nine months ended January 31, ~~2018, potential~~2023 all potentially dilutive ~~shares~~securities had an anti-dilutive effect and ~~were not included in the calculation of diluted~~basic net loss per common ~~shares; therefore, basic net loss per~~ share is the same as diluted net loss per share. For the ~~three months ended January 31, 2017 and the~~ nine months ended January 31, ~~2018 and 2017, potential~~2022 the dilutive ~~securities included 57,364,000, 194,914,655 and 7,170,500 shares issuable for in-the-money~~effect of options, warrants, and ~~shares issuable for~~ convertible ~~debt, respectively, using the treasury stock method.~~notes payable was 40,686,123.

~~The~~Pursuant to FASB ASC 718, the Company accounts for the issuance of equity instruments, including grants of stock options and warrants, to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The ~~Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The~~ measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance ~~by the consultant or vendor~~ is reached or (ii) the date at which the ~~consultant or vendor's~~ performance is complete. In the case of equity instruments issued for services to ~~consultants,~~be performed over time, the fair value of the equity instrument is recognized over the ~~term~~service period. For the nine months ended January 31, 2023 and 2022, the Company recorded stock-based compensation of ~~the consulting agreement.~~$495,000 and $0, respectively.

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

In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of 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 are features 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 and convertible instruments) with down round features that require fair value measurement 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 nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company ~~is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.~~

~~Although there are several other~~has reviewed all new accounting pronouncements issued or proposed by the FASB ~~which the Company has adopted or will adopt, as applicable, the Company~~and does not believe any of ~~these~~the accounting pronouncements has had, or will have, a material impact on its consolidated financial position or results of operations.

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit, ~~of $34,022,988 and a total stockholders’ deficit of $2,081,288 at January 31, 2018,~~ and have reported negative cash flows from operations since inception. ~~In addition,~~Additionally, we dohave a working capital deficit, 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~~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~~amounts 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 consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. The consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Accounts payable and accrued expenses ~~(see Note 7)~~ to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled ~~$31,633~~$271,865 and ~~$70,670~~$76,770 as of January 31, ~~2018~~2023 and April 30, ~~2017,~~2022, respectively.

Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to business development, financing and other corporate activities. Effective March 1, 2021 the Maple Resources consulting agreement provided for monthly consulting fees of $20,000. During the nine months ended January 31, 2023, we incurred consulting fees and expense reimbursement to Maple Resources totaling $180,000 and we made payments to Maple Resources of $142,600.

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. During the nine months ended January 31, 2023 we recorded $45,000 for accrued consulting fees and we issued no shares for payment.

Amounts included in accounts payable and accrued expenses – related parties due to Maple Resources totaled $127,285 ($65,000 payable in stock) and $40,000 ($20,000 payable in stock) as of January 31, 2023 and April 30, 2022, respectively.

During the nine months ended January 31, 2023, Jack Hanks, our President and CEO, made advances of $2,190 to assist the Company with cash flow challenges, therefore the amount was included in accounts payable and accrued expenses – related parties as of January 31, 2023.

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 nine months ended January 31, 2023 we recorded $22,500 for the amount payable in stock under the consulting agreement and recorded consulting fees and expense reimbursements owed to Mrs. Hanks of $66,797. During the nine months ended January 31, 2023 we made repayments of $21,794 to Mrs. Hanks for reimbursable expenses. Amounts included in accounts payable and accrued expenses – related parties due to Mrs. Hanks totaled $87,816 ($32,500 payable in stock) and $17,264 ($10,000 payable in stock) as of January 31, 2023 and April 30, 2022, respectively.

Effective February 1, 2021 the Company entered into consulting agreements with three children of our President and CEO, which were amended as of December 31, 2021 to continue on a month-to-month basis. During the nine months ended January 31, 2023 we incurred $80,539 for fees and expense reimbursements to the children and paid $66,965. Amounts included in accounts payable and accrued expenses – related parties due to the children totaled $22,074 and $8,500 as of January 31, 2023 and April 30, 2022, respectively.

Effective September 1, 2021, we entered into a consulting agreement with BNL Family Trust, a related party to Bruce Lemons, Director, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. During the nine months ended January 31, 2023 we recorded $22,500 for the amount payable in stock under the consulting agreement and issued 91,414 shares as repayment for $1,006 owed (see Note 8). Amounts included in accounts payable and accrued expenses – related parties due to BNL Family Trust totaled $32,500 (all payable in stock) and $11,006 ($10,000 payable in stock) as of January 31, 2023 and April 30, 2022, respectively.

During the nine months ended January 31, 2023 the Company granted 3,000,000 warrants each to Maple Resources and BNL Family Trust, therefore recognized $330,000 in stock-based compensation based on the grant date fair value (see Note 8).

On July 28, 2017, the Company acquired 126 acres of land located near Fort Stockton, Texas 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.

Depreciation and amortization expense totaled ~~$723~~$27,296 and ~~$0 for the three months ended January 31, 2018 and 2017, respectively, and $1,430 and $386~~$26,852 for the nine months ended January 31, ~~2018~~2023 and ~~2017,~~2022, 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		January 31, 2023		April 30, 2022

Accrued payroll	$	30,090	$	30,090	$	30,090	$	30,090
Accrued consulting		31,633		75,633		39,000		12,000
Accrued interest		144,493		815,276
Accrued interest and penalties						818,089		714,827
Other		62,541		62,541		94,174		94,358

	$	268,757	$	983,540	$	981,353	$	851,275

~~Accrued interest payable on notes payable, currently in default, totaled $36,509 and $273,870 at January 31, 2018 and April 30, 2017, respectively.~~

[1]

Effective February 22, 2021 the Company entered into a promissory note with GS Capital Partners, LLC, with a principal amount of $1,000,000, which is subject to drawdown requests by the Company. The maturity date of the note is the earlier of (i) December 31, 2021 or (ii) the consummation by the Company of an equity or equity-based financing providing net proceeds to the Company sufficient to retire the outstanding indebtedness under the note. On December 30, 2021 the Company entered into amendment to the notes to extend the maturity date to March 31, 2022 and on April 12, 2022 the Company entered into an amendment to the notes to extend the maturity date to March 31, 2023. The note has an interest rate of 10% per annum from the date of each drawdown.

Effective June 20, 2017, the Company entered into an agreement to extinguish the $120,000 convertible note payable and $119,365 accrued interest payable through the issuance of 16,000,000 shares of the Company’s Class A common stock, recognizing a gain on extinguishment of debt of $114,565.

~~Accrued interest payable on convertible notes payable, currently in default, totaled $83,179 and $190,343 at January 31, 2018 and April 30, 2017, respectively.~~

Effective April 19, 2017 the Company issued and delivered to JSJ Investments, Inc. 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% 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 of note proceeds after payment of $10,000 of the fees and expenses of the lender and its counsel. The Company can 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 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 the lowest trading price during the 20 days prior to conversion. The Company could prepay the note at a 45% redemption premium during the first 90 days after issuance. A $10,000 penalty was added to note principal in November 2017. During the three months ended January 31, 2018, Vista converted $182,170 principal into 33,836,872 total shares of the Company’s Class A common stock, extinguishing in full the convertible note.

On November 15, 2017, the Company issued and delivered to Power Up a second 8% convertible note in the principal amount of $111,773. The note was issued at a discount, resulting in the Company’s receipt of $100,000. Power Up, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s 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 25 days prior to conversion. The Company may prepay the note at a 18% redemption premium during 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 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 14, 2018.

On January 19, 2018, the Company issued and delivered to GS a second 8% convertible note in the principal amount of $173,000. The note was issued at a discount, resulting in the Company’s receipt of $150,000. 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 25 days prior to conversion. The note matures on January 23, 2019. The Company may redeem the note at redemption prices ranging from 118% to 133% during the first 180 days after issuance.

The long-term convertible notes payable at December 31, 2018 are comprised of two advances under a long-term convertible note to Vista. On October 19, 2017, the Company issued and delivered to Vista a 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. 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 proceeds of $100,000 from a second advance under the Vista long-term convertible note. An original issue discount of $10,000 and a one-time 12% interest charge of $13,200 was added to the note principal, resulting in total principal 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 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 per share.

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.

In a series of subscription agreements, the Company issued warrants that contain certain anti-dilution provisions that have been identified as derivatives. In addition, the Company identified the conversion feature of certain convertible notes payable and convertible preferred stock as derivatives. As of January 31, 2018, the number of warrants or common shares to be issued under these agreements is indeterminate; therefore, the Company concluded that the equity environment is tainted and all additional warrants and convertible debt are included in the value of the derivative.

The Company estimates 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 months ended January 31, 2018, 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:~~

	· [1]	~~Stock prices~~ On March 8, 2010, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $50,000 convertible note in a private placement transaction. In the transaction, the Company received proceeds of $35,000 and the investor also paid $15,000 of consulting expense on ~~all measurement dates were based~~behalf of the Company. The convertible note was due and payable on December 31, 2010 with an interest rate of 10% per annum. The note is convertible at the ~~fair market value~~option of the holder into our common stock at a fixed conversion price of $3.70, subject to adjustment for stock splits and combinations.

	· [2]	~~Risk-free~~ 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 ~~rate~~were paid in full on March 23, 2011.

Table of ~~1.73%~~Contents

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.

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 (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):

Effective August 15, 2022, the Company entered into a convertible promissory note with a principal amount of $78,750 with 1800 Diagonal Lending, LLC. The Company received $75,000 after payment of $3,750 in fees and expenses of the lender and its counsel. The note has an interest rate of 10% per annum and a maturity date of August 15, 2023. The note can be converted into shares of common stock at a price of $0.11 per share for the first 180 days and after that can be converted into shares of common stock at a variable exercise price that is equal to a 42% discount to the lowest trading price during the 10 days prior to conversion.

Effective September 15, 2022, the Company entered into a convertible promissory note with a principal amount of $100,000 with Boot Capital, LLC. The Company received $91,250 after payment of $8,750 in fees and expenses of the lender and its counsel. The note has an interest rate of 10% per annum and a maturity date of September 15, 2023. The note can be converted into shares of common stock at a 42% discount from the lowest trading price during the 10 days prior to conversion.

Effective January 22, 2023, the Company entered into a convertible promissory note with a principal amount of $54,750 with 1800 Diagonal Lending, LLC. The Company received $50,000 after payment of $4,750 in fees and expenses of the lender and its counsel. The note has an interest rate of 10% per annum and a maturity date of January 18, 2024. The note can be converted into shares of common stock at a price of $0.11 per share for the first 180 days and after that can be converted into shares of common stock at a variable exercise price that is equal to a 42% discount to the lowest trading price during the 10 days prior to conversion.

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 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.NOTE 8 – STOCKHOLDERS’ DEFICIT

~~On March 31, 2017, the~~The Company ~~amended its articles~~has authorized 201,000,000 shares of ~~incorporation to provide for an increase in the authorized~~capital stock, consisting of 200,000,000 shares of common stock ~~from 3,000,000,000 to 5,000,000,000 shares. In addition, the articles 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 of the currently outstanding~~1,000,000 shares of 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, the two classes of shares of common stock will have equal terms and conditions.preferred stock.

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 months ended January 31, ~~2018,~~2023, the Company issued a total of ~~640,263,481~~27,685,956 shares of its ~~Class A~~ common stock: ~~62,846,918 shares for common stock payable of $307,978; 19,250,000 shares for services valued at $227,125; 440,000~~7,732,716 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$182,977 in conversion of convertible notes principal of ~~$660,170,~~$163,300 and accrued interest payable of ~~$18,469~~$19,677; 16,188,264 shares issued for the exercise of warrants; 91,414 shares issued for an accrued liability with a related party of $1,006 (see Note 4); 100,000 shares issued for a debt discount valued at $5,380; 1,373,562 shares and ~~derivative liabilities~~686,281 warrants (see Warrants below) issued for cash proceeds of ~~$536,738.~~$41,210, which was offset by $12,000 in offering costs; and 2,200,000 shares issued for the conversion of 19 shares of Series B preferred stock.

~~On March 7, 2012,~~During the nine months ended January 31, 2022, the Company issued a total of ~~2,000,000~~15,843,721 shares of its common stock: 170,000 shares (plus 3,580,000 prefunded warrants and 2,575,500 warrants, see Warrants below) for cash of $3,000,000; 6,433,743 shares valued at $154,437 in conversion of convertible notes principal of $149,444, accrued interest payable of $4,490 and payment of fees of $504; 6,817,224 shares valued at $74,989 in conversion of related party convertible notes principal; 17,754 shares issued pursuant to the rounding of fractional shares in connection with our reverse stock ~~options exercisable at $0.35 per share~~split; and 2,405,000 shares issued for the exercise of prefunded warrants. In conjunction with the stock and warrants issued for cash, the Company also issued 337,500 warrants to the placement agent (see Warrants below) and recognized $349,150 in out-of-pocket offering costs.

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

During the nine months ended January 31, 2023 and 2022 the Company did not ~~grant~~issue any shares of its Series A preferred stock.

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

During the nine months ended January 31, 2023 the Company did not issue any shares of its Series B preferred stock, however, as a result of the change in the Conversion Price that occurred on June 7, 2022, the Company recognized a deemed dividend of $2,534,402 to account for the change in fair value of the Series B preferred stock. Further, during the nine months ended January 31, ~~2018.~~2023, the Company issued 2,200,000 shares of its common stock upon the conversion of 19 shares of the Series B preferred stock by the holder.

~~Effective June 1, 2017,~~2022 the ~~holders~~Company issued 1,500 shares of Series B preferred stock (plus 31,975,000 warrants, see Warrants below) for cash of $1,500,000. In conjunction with the ~~options surrendered them~~stock issued for cash, the Company also issued 1,350,000 warrants to the ~~Company~~placement agent (see Warrants below) and ~~the options were cancelled.~~recognized $206,650 in out-of-pocket offering costs.

The Company has issued warrants 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 identified as derivatives. We estimate 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 existence of a tainted equity environment (see Note 10).

A summary of warrant activity during the six months ended January 31, 2023 is presented below:

2023 the Company granted 3,000,000 warrants each to two entities affiliated with the Company’s two board members (see Note 4) and a consultant. The ~~warrant shares granted~~fair value of the warrants was $495,000 and recognized in additional paid-in capital. Additionally, effective June 7, 2022 the Company entered into an agreement to reduce the exercise price of its Series C and Series D warrants, from $0.10 to $0.05. The Company accounted for this modification as a cancellation of the previous award and issuance of a new award in its place, however, as there was no change in the fair value as a result of the modification, no additional expense was recorded on the Company’s books. Lastly, during the nine months ended January 31, ~~2018 are comprised~~2023 the Company issued 686,281 warrants in conjunction with the sale of ~~warrant shares issued~~common stock (see Common Stock above). As the fair value of the warrants granted would have had a net zero impact to ~~warrant holders pursuant to anti-dilution provisions.~~equity (increasing additional paid in capital and recording offering costs for the same amount), the Company did not break out or complete a separate valuation of the warrants granted in association with the capital raise. The 686,281 warrants have an exercise price of $0.045 and have a one-year life.

~~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

AtCombined with the 48,890,638 common shares outstanding as of January 31, ~~2018, 55,693,576~~2023, 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.~~nine months ended January 31, 2023 we were not involved in any material legal proceedings.

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

On January 26, 2018, 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.

Subsequent to January 31, ~~2018,~~2023, the Company issued ~~a total of 105,310,399~~91,051,350 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~~stock in ~~consideration~~exchange for the conversion of ~~note payable~~convertible notes, made up of $159,200 worth of principal, ~~totaling $185,932,~~$13,377 worth of accrued interest, ~~payable~~and $1,620 worth of ~~$17,033~~fees.

Effective February 25, 2023 the Company entered into a $20,000 convertible promissory note with Maple Resources Corporation, a related party controlled by our President and ~~fees~~CEO.

Effective February 28, 2023 the Company replaced its March 3, 2022 promissory note with Sabby Volatility Warrant Master Fund for a convertible note with a principal amount of ~~$250.~~$226,875. The Company recognized $36,716 in financing costs associated with the replacement, equal to the difference of the convertible note principal and the amount due for principal and interest on the promissory note on the date of replacement.

On ~~February 21, 2018,~~March 6, 2023, the Company ~~closed a third financing with Power Up for a 8% convertible note in~~amended its Articles of Incorporation to increase the ~~principal amount~~authorized capital stock of ~~$83,000. After deducting $3,000 of lender expenses,~~ the ~~financing provided net proceeds of $80,000 of net proceeds~~Company to ~~us. Power Up, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into~~1,000,000,000 shares of common stock ~~at a 39% discount from~~and 1,000,000 shares of preferred stock.

Subsequent to January 31, 2023 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 intoissued 89,243,803 shares of common ~~stock) on~~stock in exchange for the ~~maturity date~~conversion of ~~November 30, 2018.~~169 shares of Series B preferred stock. The holder of such preferred stock also holds warrants with the Company and has given notice to the Company that the number of Series B warrants conversion has been reset to 3,500,000,000 shares resulting from the anti-dilution adjustments arising from conversions of the Company’s other convertible debt holders subsequent to January 31, 2023.

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

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

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

MMEX is focused on the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy. We have formed two operating sub-divisions of the Company - one sub-division to transition from legacy refining transportation fuels by producing them as ultra clean fuels with carbon capture or as stand-alone renewable or clean fuels projects, and the second sub-division which plans to produce green and/or blue hydrogen with the option of hydrogen conversion to ammonia or methanol. These two sub-divisions will be operating respectively as Clean Energy Global, LLC and Hydrogen Global, LLC. The planned projects are designed to be powered by solar and wind renewable energy.

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

We ~~are~~have teamed with Polaris Engineering to develop an ultra-clean transportation fuel, up to 11,600 barrel per day feedrate crude oil refining facility at our Pecos County, Texas site to produce 87° gasoline, ultra-low sulphur diesel and low-sulphur fuel oil, utilizing the Polaris Ultra FuelsTM patented concept, which removes over 95% emissions of a ~~development stage company engaged~~standard refinery. The planned carbon capture features of the project will be owned, financed, constructed and operated by an independent third-party. The Ultra FuelsTM concept, with capex and technical details completed in the ~~exploration, extraction, refining~~Front-End Load-2 (“FEL-2”) study, features small size facilities to take advantage of proximity to smaller markets and/or locate directly near crude oil production areas near the Company’s owned 126-acre site. Because equipment is fabricated in modular units and ~~distribution of oil, gas, petroleum products~~shipped to site, this allows for an 18-month project completion time and ~~electric power. We plan to focus~~more rapid implementation than traditional facilities. The smaller size and footprint, as well as lower emissions, also allows for faster permitting which we obtained for this facility from the Texas Commission 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.Environmental Quality on February 18, 2022.

The ~~most significant focus~~Company along with its international partners have entered a proposal with EPEC, the local utility in Cordoba Province to build potentially the Arroyo Cabral 48 MWe solar park for local power demand following the Company’s completion of ~~our current business plan~~a confidential information memorandum and pre-feasibility study for the project completed in June 2021. The local utility, EPEC, has proposed a Build Own Transfer structure with EPEC contributing 15% of the project costs as an equity contribution. The financing of the project potentially is to ~~build crude oil refining facilities~~be provided by the Company’s international partners and other third parties.

This planned project to utilize the proprietary electrolyzer technology of Siemens Energy, a major international technology provider to the Company, plans to convert water to hydrogen through electrolysis. The facility will utilize solar power, with the Company’s water supply to produce up to 55 tons of hydrogen production per day. The Company and Siemens have completed the Front-End Engineering and Design (“FEED”) study in April 2022, which outlines the capex of the electrolyzer complex on the Company’s 321-acre site. The Company is in discussions with several renewable power developers to become the technology provider for 160 MWe solar power component. In addition, the Company is in discussions with two potential product off-takes (i) with a technology provider for the Ammonia complex, for conversion of the hydrogen to ammonia to facilitate transportation of the finished product for the export market in either Europe or Asia and (ii) international partners to provide turn-key mobility markets to include hydrogen fueling stations and buses utilizing hydrogen fuel cells. The potential markets would be the major metropolitan areas in the ~~Permian Basin in West Texas. We intend~~U.S. and Texas to ~~implement our current business plan in two phases, First, through our subsidiary, Pecos Refining, we intend to build~~include Austin, Dallas, Houston, and ~~commence operation~~San Antonio.

Project 4: Hydrogen Global- Tierra del Fuego Province Argentina-Green Hydrogen Project

On April 28, 2022, the Province of Tierra del Fuego and the Company announced the potential joint development of a ~~10,000 bpd crude oil Distillation Unit that will produce a non-transportation grade diesel primarily for sale~~green hydrogen project in the ~~local~~Río Grande, Tierra del Fuego area powered by wind energy. The Company has signed an amendment with Siemens Energy to adapt the Green H2 electroylzer FEED Study completed for Pecos County to this Project. In addition, the Company has a preliminary understanding with Siemens Gamesa as the technology provider for the wind energy. The Company estimates the land requirement of up to 10,000 hectares for the wind farm and the Green H2 facilities. The Company is in discussions with the same technology provider for the Ammonia complex as for Pecos County. The potential market for ~~drilling mud~~the Ammonia is Europe or Asia and ~~frac fluids, along~~the project location is ideal for ocean borne shipping east or west.

The Company has identified sea-based land assets in Tangier Morocco and is in negotiations for the supply of 160MWe of certified renewable power with ~~naphtha~~local utility. The Company has international partners with local presence in Morocco. Tangier has developed what is now the largest trading hub in Africa with ten major ports (https://www.marineinsight.com/know-more/10-major-ports-in-morocco/) including multi-modal deep seaports, multiple free-zones areas with substantial tax and ~~heavy fuel oil to be sold to other refiners. Second, through a separate subsidiary, we intend to build~~trade incentives and ~~commence operation~~it is located 15km from Europe ports (Spain and Gibraltar). Tangier and the neighboring coastal area benefit from some of the ~~Large Refinery~~best wind conditions in the world, which can also be associated with solar power generation. The Kingdom of Morocco is strongly pushing the use of renewable energy and has recently issued a Green Hydrogen regulatory framework. The principal off-take markets are the shipping and terminal companies present in the Tangier Port Med including APM Terminals (https://www.apmterminals.com/en/medport-tangier/about/our-terminal ), and CGM-CMA (https://www.cma-cgm.com ).

The Company has entered advanced discussions with Peru’s principal electric power distribution company to develop potentially a Green Hydrogen project to produce up to ~~100,000 bpd capacity at~~55 tons per day of hydrogen, requiring 160 MWe of constant and certified renewable power load. The Company plans to use its Siemens Energy Electrolyzer FEED template and adapt it for Peru. The Peru distribution company will also provide the ~~same location in West Texas. These projects will be built on 476 acres located 20 miles northeast of Fort Stockton, Texas, near the Sulfur Junction spur~~land area as part of the ~~Texas Pacifico Railroad. If successfully developed,~~transaction – approximately 5 hectares, by the ~~Refinery would connect~~sea to ~~existing railways~~facilitate exports of green Hydrogen/Ammonia/Methanol to Asia and ~~pipelines to~~the U.S. West Coast. Peru’s mining industry with its use of heavy extraction and transportation equipment has significant market ~~diesel, gasoline, liquefied petroleum gas and other refined products within~~potential for 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.Company's hydrogen production.

The Company is ~~focusing on~~in planning discussions with a super major oil company (the “Super Major”) to develop jointly a Blue Hydrogen project at the ~~Distillation Unit first in an effort~~Company’s Pecos County, Texas site. The Project plans to build and commence operations, and ultimately generate cash flow, on an expedited basis. The permitting process is significantly shorter for construction 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 onlyutilize potentially a portion of ~~any future distributions made~~the Super Major’s 2 billion cubic feet per day natural gas production and transportation from the area to produce hydrogen utilizing an autothermal reformer (“ATR”) technology, In turn, the hydrogen will be used in Siemens Energy turbines and generator sets to produce 365 MWe of electric power which are projected to utilize initially a 75% hydrogen-25% natural gas feed and moving to a 100% hydrogen feed, with the electric power to be marketed by ~~these Subsidiaries.~~

~~We plan on marketing~~the power commodity trading desk of the Super Major. Solar and ~~distributing refined products~~wind power will be utilized in the ~~Western areas~~ATR and under discussions with the renewable power companies developing the Company’s other solar projects in the area. The planned carbon capture features of the ~~United States and Mexico, and we may export product to Latin America. The Refinery~~project 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~~financed, constructed and operated by ~~Texas Pacifico Transportation, Ltd. under a lease with TxDOT.~~an independent third-party.

~~According to a report~~Completion of these projects is dependent upon our obtaining the ~~Company received from VFuels Oil & Gas Engineering, the cost of a Distillation Unit with a 10,000 bpd capacity would~~necessary capital for planning, construction and start-up costs. There is no assurance that such financing can 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.obtained on favorable terms.

~~Constructing the Refinery will require a significant number~~Results 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.Operations

~~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~~decreased to ~~$173,783~~$211,084 for the three months ended January 31, ~~2018~~2023 from ~~$21,759~~$274,407 for the three months ended January 31, ~~2017,~~2023, which was due the conservation of cash during the period, and increased ~~$496,494~~ to ~~$644,494~~$1,379,285 for the nine months ended January 31, ~~2018~~2023 from ~~$148,000~~$991,407 for the nine months ended January 31, ~~2017.~~2022. The ~~increases are~~increase was a result of due diligence fees incurred during the period, as well as the Company issuing 3,000,000 shares each to ~~additional professional fees, travel~~two entities affiliated with the Company’s two board members and ~~other expenses associated with securing debt financing, administrative activities of our proposed refinery project~~a consultant and ~~filing of our S-1 registration statement.~~ recognizing $495,000 as stock-based compensation during the nine months ended January 31, 2023, versus no similar expense recognized during the nine months ended January 31, 2022.

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~~Our project costs ~~totaled $114,616~~have decreased to $20,520 for the three months ended January 31, ~~2018~~2023 from $369,950 for the three months ended January 31, 2022 and ~~$613,147~~decreased to $96,560 for the nine months ended January 31, ~~2018. We did not incur any refinery start-up costs during~~2023 from $1,379,676 for the ~~three months or~~ nine months ended January 31, ~~2017.~~2022. The levels of spending on our projects will vary from period to period based on availability of financing and will be expensed as project costs are incurred. The decrease in the current period, then, was because we did not have funding available to invest in our projects during the current period.

~~Depreciation~~Our depreciation and amortization ~~expenses are not currently material to our operations. Depreciation~~expense results from the depreciation of land improvements and amortization ~~expenses were $723~~of land easements and $0totaled $9,099 and $8,888 for the three months ended January 31, ~~2018~~2023 and ~~2017,~~2022, respectively, and ~~$1,430~~totaled $27,296 and ~~$386~~$26,852 for the nine months ended January 31, ~~2018~~2023 and ~~2017,~~2022, respectively.

Our interest expense ~~increased $519,762 to $617,198~~includes interest accrued on debt, amortization of debt discount and penalties assessed on debt. Interest expense totaled $67,177 and $49,566 for the three months ended January 31, ~~2018 from $97,436 for the three months ended January 31, 2017,~~2023 and ~~increased $1,129,224 to $1,343,599~~2022, respectively and totaled $193,190 and $311,821 for the nine months ended January 31, ~~2018 from $214,375~~2023 and 2022, respectively. The decrease in interest expense for the nine months is due to lower levels of new non-related party convertible debt in the current period as a result of debt being paid off or converted into shares common stock. Additionally, the lower levels of debt also resulted in less amortization of debt discount to interest expense and less loan penalties incurred in the period.

We reported gains on derivative liabilities of $0 and $3,010,042 for the nine months ended January 31, ~~2017. The increase in interest expense is due to interest accrued on new convertible debt during the current fiscal year, including amortization of debt discount~~2023 and ~~note penalties.~~

2022, respectively. We reported a gain on derivative liabilities of $714,736 and $222,080 for the three months ended January 31, 2018 and 2017, respectively, and $4,667,290 and $255,188 for the nine months ended January 31, 2018 and 2017, 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 alsohad 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 nine months ended January 31, 2022 all derivative liabilities were written off the books, resulting in a large gain in the prior period.

We reported a net gain (loss) on ~~assignment~~extinguishment of liabilities of $16,540 and ~~assumption agreement~~$233,303 for the nine months ended January 31, 2023 and 2022, respectively, and $0 and $96,993 for the three months ended January 31, 2023 and 2022, respectively. The larger gain in the prior period was mostly due to our loan from the Small Business Administration being forgiven along the forgiveness of ~~$1,090,271~~a convertible note, versus smaller loan amounts being forgiven in the current period.

As a result of the above, we reported net income (loss) of $(307,880) and $(605,818) for the three months ended January 31, 2023 and 2022, respectively and $(1,679,791) and $533,589 for the nine months ended January 31, 2023 and 2022, respectively.

Effective June 7, 2022 we reduced the conversion price of our Series B preferred stock from $0.10 to $0.05. This resulted in the recognition of a deemed dividend of $2,534,402 during the nine months ended January 31, ~~2018. On September 18, 2017,~~2023 in order to account for 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~~change 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 marketfair value of the ~~stock on the date~~Series B preferred stock.

As a result of the ~~agreement, which amount~~deemed dividend, our net loss attributed to common shareholders 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 $207,803~~$(4,214,193) 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.2023. We had no ~~gain~~similar activity during the nine months ended January 31, 2022 or ~~loss on extinguishment of debt for~~ the three months ended January 31, ~~2018~~2023 and ~~2017.~~

~~We reported a net loss of $191,584 for the three months ended January 31, 2018 and~~2022, therefore 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, 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 of consolidated subsidiaries was $84,213 and $734,872 for 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 in 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~~(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~~(loss) of $533,589, $(307,880), and ~~$101,600 for the nine months ended January 31, 2018 and 2017,~~$(605,818), respectively.

As of January 31, ~~2018,~~2023, we had current assets of ~~$129,190,~~$32,351, comprised only of cash ~~of $106,690~~ and prepaid expenses, ~~of $22,500,~~ and current liabilities of ~~$2,254,930,~~$3,841,267, resulting in a working capital deficit of ~~$2,125,740. Included in our current liabilities as of January 31, 2018 are derivative liabilities of $842,813, which we do not anticipate will require the payment of cash.~~$3,808,916.

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~~six months ended January 31, ~~2018~~2023 and ~~2017~~2022 were as follows:

	2018			2017			2023			2022

Cash, beginning of period	$	54,513		$	1,030		$	136,867		$	330,449
Net cash used in operating activities		(950,663	)		(124,293	)		(619,849	)		(2,946,469	)
Net cash used in investing activities		(108,410	)		-			-			(255,504	)
Net cash provided by financing activities		1,111,250			123,345			490,500			3,767,370

Cash, end of period	$	106,690		$	82		$	7,518		$	895,846

We used net cash of ~~$950,663~~$619,849 in operating activities for the nine months ended January 31, ~~2018~~2023 as a result of our net ~~income attributable to the Company~~loss of $2,895,606, non-controlling interest in income of consolidated subsidiaries of $734,872, non-cash expenses totaling $1,415,610 and increases in accounts payable of $169,491 and accrued expenses of $90,306,$1,679,791, offset by non-cash ~~gains~~net expense totaling ~~$6,233,148 and increases~~$559,468, an increase in prepaid expenses of $22,500, and ~~deposits~~increases in accounts payable, accrued expenses, and accounts payable and accrued expenses - related party of ~~$900.~~$477,974.

We used net cash of ~~$124,293~~$2,946,469 in operating activities for the nine months ended January 31, ~~2017~~2022 as a result of our net income ~~attributable to the Company~~ of ~~$101,600,~~$533,589, non-cash expenses totaling ~~$108,960~~$104,674 and increases in accrued expenses of $62,653. This was offset by our non-cash gains of $3,243,345, increase in our prepaid expenses and other current assets of $21,990, a decrease in accounts payable of ~~$23,187~~$190,268 and a decrease in accounts payable and accrued expenses – related party of ~~$106,321, offset by non-controlling interest in income of consolidated subsidiaries of $1,370 and non-cash gains totaling $462,991.~~$191,782.

Net cash used in investing activities for the nine months ended January 31, ~~2018~~2023 was ~~$108,410,~~$0 compared to $255,504 for the nine months ended January 31, 2022 which was comprised of the purchase of ~~property~~land and ~~equipment. We had no net~~costs incurred for land improvements during the period.

Net cash provided by ~~or used in investing~~financing activities for the nine months ended January 31, ~~2017.~~

~~We had net cash provided by financing activities of $1,111,250 for the nine months ended January 31, 2018,~~2023 was $490,500, comprised of proceeds of $502,500 from convertible notes ~~payable.~~payable and $41,209 from the sale of common stock, offset by offering costs of $12,000 and repayments of convertible notes payable of $41,209.

Net cash provided by financing activities ~~was $123,345~~ for the nine months ended January 31, ~~2017,~~2022 was $3,767,370, comprised of ~~$84,782~~proceeds from notes payable of $200,000, proceeds from convertible notes payable ~~$1,000~~of $78,500, 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, and ~~warrants 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 to continue to be insufficient to satisfy our anticipated costs over the next 12 to 18 months. Until we can generate cash from operations in future periods to contribute to our capital requirements, we will to continue to rely on external financing activities, including the sale of our ~~equity securities,~~series B preferred stock of $1,500,000. This was offset by repayments of notes payable of $200,000, repayments of convertible notes payable of $255,331, and offering costs incurred of $555,799.

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to ~~satisfy~~a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit, and have reported negative cash flows from operations since inception. Additionally, we have a working capital deficit, therefore there is a question of whether or not we have the cash resources to meet our ~~capital requirements~~operating commitments for the ~~foreseeable future. Due,~~next twelve months and have, or will obtain, sufficient capital investments to implement our business plan. Our ability to continue as a going concern must be considered in ~~part,~~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 ~~our lack of historical revenues or earnings, our prior success in attracting~~continue to seek additional funding ~~has been limited~~through private or public equity and debt financing. Our ability to ~~transactions in which~~continue as a going concern is dependent on our ~~equity is used as currency. Equity financings of the type we have been required~~ability to ~~pursue are dilutive~~generate sufficient cash from operations to meet our ~~stockholders~~cash needs and/or to raise funds to finance 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.~~

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 ofequity capital and/or that our ~~default in repayment of the note (if not converted~~cash generated 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.~~

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 financingsour operations will be ~~composed of both debt and equity financings. We anticipate these Subsidiaries will be able~~adequate 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 ifmeet our needs. These factors, among others, raise substantial doubt that we will be able to ~~obtain such financing~~continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and 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 ownershipclassification of ~~such Subsidiary. In addition, while~~recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company ~~believes that the Refinery’s cost is financeable in large part through debt, it has not yet obtained~~be unable to continue as a ~~letter of intent or commitment for such financing.~~going concern.

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~~2022 filed with the SEC and Note 2 to our condensed consolidated financial statements included in this quarterly report. There were no changes to our significant accounting policies during the nine months ended January 31, ~~2018. The following is a description of those significant accounting policies that involve estimates and judgment by management.~~2023.

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 31, ~~2018.~~2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in 2013 Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detectedBased on ~~a timely basis. We have identified the following material weaknesses:~~

	·	As of January 31, 2018, 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,our evaluation, management ~~has determined that these circumstances constitute a material weakness.~~

	·	As of January 31, 2018, 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.

~~Because of these material weaknesses, management has~~ concluded that ~~the Company did not maintain~~we maintained effective internal control over financial reporting as of January 31, ~~2017,~~2023, based on the ~~criteria established~~COSO framework criteria. Management believes our processes and controls are sufficient to ensure the that the consolidated financial statements included in ~~"2013 Internal Control-Integrated Framework" issued by~~this report fairly present in all material respects our financial condition, results of operations and cash flows for the ~~COSO.~~periods presented in accordance with U.S. GAAP.

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 31, 2018,~~On December 20, 2022 the Company issued ~~a 153,616,571~~1,194,782 shares of its ~~Class A~~ common stock ~~valued at $1,215,377 to various lenders~~ in ~~conversion~~exchange for the cashless exercise of ~~convertible notes payable.~~1,200,000 Series B warrants.

On December 20, 2022 the Company issued 796,521 shares of its common stock in exchange for the cashless exercise of 800,000 Series B warrants.

On December 20, 2022 the Company issued 1,526,718 shares of common stock in exchange for the conversion of $20,000 in convertible debt.

On January 9, 2023 the Company issued 1,754,386 shares of common stock in exchange for the conversion of $20,000 in convertible debt.

On January 10, 2023 the Company issued 795,979 shares of its common stock in exchange for the cashless exercise of 800,000 Series B warrants.

On January 11, 2023 2 the Company issued 1,194,000 shares of common stock in exchange for the cashless exercise of 1,200,000 Series B warrants.

On January 17, 2023 the Company issued 1,292,352 shares of common stock in exchange for the cashless exercise of 1,300,000 Series B warrants.

On January 17, 2023 the Company issued 1,612,903 shares of common stock in exchange for the conversion of $15,000 in convertible debt.

On January 17, 2023 the Company issued 1,373,562 shares of common stock and 686,281 warrants in exchange for cash of $41,209.

On January 19, 2023 the Company issued 1,193,023 shares of common stock in exchange for the cashless exercise of 1,200,000 Series B warrants.

On January 20, 2023 the Company issued 2,127,907 shares of common stock in exchange for the conversion of $18,300 in convertible debt.

On January 23, 2023 the Company issued 719,914 shares of common stock in exchange for the cashless exercise of 724,500 Series B warrants.

On January 30, 2023 the Company issued 2,200,000 shares of common stock in exchange for the conversion of 19 shares of Series B preferred stock.

On February 1, 2023 the Company issued 2,433,962 shares of common stock in exchange for the conversion of $12,900 in convertible debt.

On February 1, 2023 the Company issued 1,300,000 shares of common stock in exchange for the conversion of 6.89 shares of Series B preferred stock.

On February 2, 2023 the Company issued 1,000,000 shares of common stock in exchange for the conversion of 5.3 shares of Series B preferred stock.

On February 3, 2023 the Company issued 2,661,447 shares of common stock in exchange for the conversion of $14,047 in convertible debt.

On February 6, 2023 the Company issued 2,660,377 shares of common stock in exchange for the conversion of $14,000 in convertible debt.

On February 6, 2023 the Company issued 1,600,000 shares of common stock in exchange for the conversion of 8.48 shares of Series B preferred stock.

On February 8, 2023 the Company issued 1,600,000 shares of common stock in exchange for the conversion of 8.44 shares of Series B preferred stock.

On February 9, 2023 the Company issued 3,800,000 shares of common stock in exchange for the conversion of 20.06 shares of Series B preferred stock.

On February 10, 2023 the Company issued 2,842,857 shares of common stock in exchange for the conversion of $9,950 in convertible debt.

On February 14, 2023 the Company issued 7,500,000 shares of common stock in exchange for the conversion of 26.25 shares of Series B preferred stock.

On February 17, 2023 the Company issued 3,782,609 shares of common stock in exchange for the conversion of $8,700 in convertible debt.

On February 21, 2023 the Company issued 4,083,332 shares of common stock in exchange for the conversion of 9.39 shares of Series B preferred stock.

On February 21, 2023 the Company issued 3,969,885 shares of common stock in exchange for the conversion of $7,598 in convertible debt.

On February 21, 2023 the Company issued 4,998,265 shares of common stock in exchange for the conversion of $9,567 in convertible debt.

On February 22, 2023 the Company issued 3,947,368 shares of common stock in exchange for the conversion of $7,500 in convertible debt.

On February 23, 2023 the Company issued 4,157,895 shares of common stock in exchange for the conversion of $7,900 in convertible debt.

On February 24, 2023 the Company issued 4,473,684 shares of common stock in exchange for the conversion of $8,500 in convertible debt.

On February 27, 2023 the Company issued 5,000,000 shares of common stock in exchange for the conversion of $9,500 in convertible debt.

On February 28, 2023 the Company issued 5,210,526 shares of common stock in exchange for the conversion of $9,900 in convertible debt.

On March 2, 2023 the Company issued 5,764,706 shares of common stock in exchange for the conversion of $9,800 in convertible debt.

On March 3, 2023 the Company issued 6,030,769 shares of common stock in exchange for the conversion of $9,794 in convertible debt.

On March 6, 2023 the Company issued 6,000,000 shares of common stock in exchange for the conversion of $10,200 in convertible debt.

On March 7, 2023 the Company issued 29,721,142 shares of common stock in exchange for the conversion of 48.27 shares of Series B preferred stock.

On March 8, 2023 the Company issued 13,741,144 shares of common stock in exchange for the conversion of $14,910 in convertible debt.

On March 9, 2023 the Company issued 38,639,328 shares of common stock in exchange for the conversion of 36 shares of Series B preferred stock.

On March 9, 2023 the Company issued 4,921,875 shares of common stock in exchange for the conversion of $3,938 in convertible debt.

On March 10, 2023 the Company issued 8,453,981 shares of common stock in exchange for the conversion of $5,394 in convertible debt.

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~~3600 Dickinson ~~Austin,~~Fort Stockton, Texas ~~78731~~79735		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~~Filer	¨☐	Smaller reporting company	x☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31	28
Item 4.	Controls and Procedures		32	28

PART II 1–– OTHER INFORMATION

Item 1.	Legal Proceedings		33	29
Item 1A.	Risk Factors		33	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33	29
Item 3.	Defaults Upon Senior Securities		33	31
Item 4.	Mine Safety Disclosures		33	31
Item 5.	Other Information		33	31
Item 6.	Exhibits	32	34

	Common Stock				Series A Preferred Stock				Series B Preferred Stock				Additional Paid-in			Non-Controlling		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Interest		Deficit			Total
Balance, April 30, 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		-		-		-		-		2,999,830			-		-			3,000,000
Shares issued for conversion of convertible notes payable and accrued interest		11,814		11		-		-		-		-		42,520			-		-			42,531
Shares issued for reverse stock split		17,754		18		-		-		-		-		(18	)		-		-			-
Shares issued for the exercise of prefunded warrants		250,000		250		-		-		-		-		(250	)		-		-			-
Offering costs		-		-		-		-		-		-		(349,150	)		-		-			(349,150	)
Net income		-		-		-		-		-		-		-			-		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	)
Shares issued for conversion of convertible notes payable and accrued interest		6,421,929		6,422		-		-		-		-		105,484			-		-			111,906
Shares issued for conversion of related party convertible notes payable and accrued interest		6,817,224		6,817		-		-		-		-		68,172			-		-			74,989
Shares issued for the exercise of prefunded warrants		880,000		880		-		-		-		-		(880	)		-		-			-
Net (loss)		-		-		-		-		-		-		-			-		(1,151,884	)		(1,151,884	)
Balance, October 31, 2021		17,820,362		17,820		1,000		1		-		-		65,067,236			9,871		(66,845,286	)		(1,750,358	)
Shares issued with warrants for cash						-		-		1,500		2		1,499,998			-		-			1,500,000
Shares issued for the exercise of prefunded warrants		1,275,000		1,275		-		-		-		-		(1,275	)		-		-			-
Offering costs		-		-		-		-		-		-		(206,649	)		-		-			(206,649	)
Net (loss)		-		-		-		-		-		-		-			-		(605,818	)		(605,818	)
Balance, January 31, 2022		19,095,362	$	19,095		1,000	$	1		1,500	$	2	$	66,359,310		$	9,871	$	(67,451,104	)	$	(1,062,825	)

	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

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

Name of Entity	%	Form of Entity	State of Incorporation	Relationship

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

January 31, 2018	Total		Level 1		Level 2		Level 3

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

April 30, 2017	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	6,610,001	$	-	$	-	$	6,610,001

	January 31, 2023		April 30, 2022

Note payable to an unrelated party, matured March 18, 2014, with interest at 10%	$	75,001	$	75,001
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [1]		136,952		-

	$	211,953	$	75,001

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

	[3]	Effective February 28, 2022 the Company entered into a promissory note with Oscar and Ilda Gonzales with a principal amount of $102,500. The maturity date of the note is February 28, 2026 and repayments on the note are to begin on March 1, 2023 in the amount of $3,309 per month. The note has an interest rate of 10% per annum.

	[4]	Effective March 3, 2022 the Company entered into a promissory note with Sabby Volatility Warrant Master Fund with a principal amount of $165,000 in full satisfaction of all liquidated damages pursuant to a registration rights agreement dated December 22, 2021. The maturity date of the note is the earlier of February 28, 2023 or the date MMEX receives at least $6 million of proceeds from an equity or equity-based financing. In accordance with the terms of the note, if the note was not paid in full prior to June 22, 2022, the principal amount of the note was to increase to $181,500. Accordingly, during the nine months ended January 31, 2023 we recognized $16,500 in interest expense to increase the principal balance.

	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

				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

	January 31, 2023			April 30, 2022
Extension fee added to note payable to an accredited investor, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [1]	$	158,790		$	200,000
Extension fee added to note payable to an accredited investor, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [2]		-			90,000
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.10 per share [3]		165,000			165,000
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at variable exercise prices [4]		31,700			-
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.005 per share [5]		200,000			-
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.11 per share [6]		78,750
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.01 per share [7]		100,000			-
Note payable to an accredited investor, with interest at 10%, convertible into common shares of the Company at $0.11 per share [8]		54,750			-
Total		788,990			455,000
Less discount		(27,070	)		(22,903	)

Net	$	761,920		$	432,097

	[1]	Effective March 31, 2020, the Company entered into a second amendment to certain convertible notes with GS Capital Partners, LLC (“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 to November 30, 2020. In consideration of the extension of the maturity dates of the notes the Company was to pay an extension fee of $200,000, which was added to the principal amount owed and would incur interest at 18% per annum. 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, which, as of the date of this filing, has been extended to March 31, 2023. 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 nine months ended January 31, 2023 the Company made repayments of $41,210 on the note principal.

	· [2]	Effective September 12, 2019, the Company entered into an amendment to certain convertible notes with GS ($110,000 note dated September 13, 2018, $70,000 note dated September 18, 2018, and $600,000 note dated October 5, 2018) to extend the notes due dates to February 4, 2020. In consideration of the extension of the maturity dates of the notes the Company was to pay an extension fee of $90,000, which was added to the principal amount owed and would incur interest at 18% per annum The ~~probability~~extension fee is payable in cash at the earlier of ~~future financing~~(1) in connection with, and at the time of repayment of the Notes, or (2) on November 20, 2020, which was ~~estimated~~extended to March 31, 2023. GS, at ~~100%~~its option, could 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 nine months ended January 31, 2023 the Company issued 710,802 shares of common stock to pay the note and its related interest in full and recognized a $16,540 gain on settlement to reduce the debt to zero.

	[3]	Effective April 12, 2022, the Company issued and delivered to GS a 10% convertible note in the principal amount of $165,000. The note was issued at a discount and the Company received net proceeds of $155,000 after payment of $10,000 of fees and expenses of the lender and its counsel. GS, at its option, can convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.10 per share. The Company can prepay the note with prepayment penalties ranging from 105% to 125% during the first 180 days after issuance.

	· [4]	~~Computed volatility~~ Effective June 7, 2022, the Company entered into a convertible promissory note with a principal amount of $105,000 with 1800 Diagonal Lending, LLC. The Company received $101,250 after payment of $3,750 in fees and expenses of the lender and its counsel. The note has an interest rate of 10% per annum and a maturity date of June 7, 2023. The note can be converted into shares of common stock at a price of $0.11 per share for the first 180 days and after that can be converted into shares of common stock at a variable exercise price that is equal to a 42% discount to the lowest trading price during the 10 days prior to conversion. During the nine months ended January 31, 2023 the note holder converted $73,300 worth of principal into 7,021,914 shares of common stock based on the variable conversion prices in effect on the date of the conversions.

	[5]	Effective July 26, 2022, the Company issued and delivered to GS a 10% convertible note in the principal amount of $200,000, which was not funded until August 1, 2022. The note was issued at a discount and the Company received net proceeds of $185,000 after payment of $5,000 of fees and expenses of the lender and its counsel. GS, at its option, can convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.055 per share, subject to adjustment if there are future financings with more favorable rates. The Company can prepay the note with prepayment penalties ranging from ~~119%~~105% to ~~133%~~125% during the first 180 days after issuance.

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, 2022		35,508,000		$	0.06		4.64
Granted		27,261,781		$	0.07
Cancelled / Expired		(17,575,500	)	$	0.10
Exercised		(16,245,000	)	$	0.00

Outstanding, January 31, 2023		28,949,281		$	0.09		5.54


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

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

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

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

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

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

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

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

	MMEX Resources Corporation

~~Dated: March 9, 2018~~	~~By:~~	~~/s/ Jack W. Hanks~~
		~~Jack W. Hanks~~
	Dated: March 13, 2023	~~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)