Cyber Enviro-Tech (CETI) posts 2025 loss amid going concern warning
Rhea-AI Filing Summary
Cyber Enviro-Tech, Inc. filed its annual report for the year ended December 31, 2025, showing no revenue and a net loss of $7,640,973, wider than $6,365,984 in 2024. The company remains pre-revenue while investing heavily in R&D, consulting, and international expansion.
Total assets were $1,989,348 against total liabilities of $5,090,572, resulting in a stockholders’ deficit of $3,101,224. Cash and cash equivalents were only $50,230, and the auditor highlighted substantial doubt about CETI’s ability to continue as a going concern.
Management spun off the Alvey oil field in October 2025 and shut down its Axenic subsidiary, refocusing on water and soil remediation. CETI also entered a manufacturing and distribution agreement with AirPower USA in March 2026 aimed at future clean-energy revenues, but as of the report date it had no signed customer contracts and continues to rely on convertible debt and equity issuances to fund operations.
Positive
- None.
Negative
- Going concern uncertainty and deep deficit: The auditor highlights substantial doubt about CETI’s ability to continue as a going concern, with a $7.64M net loss, $5.09M in liabilities, and a stockholders’ deficit of $3.10M as of December 31, 2025.
Insights
CETI is still pre-revenue, highly leveraged, and flagged as a going concern.
Cyber Enviro-Tech reported zero revenue in 2025 and a net loss of $7.64M, larger than 2024. Operating expenses reached $3.12M, while derivative-related charges, impairments, and interest expense drove total other expense to $3.04M, underscoring a financing-heavy capital structure.
The balance sheet shows total assets of $1.99M versus liabilities of $5.09M, including $3.10M of debt (notes and convertible notes) and a $1.07M derivative liability. This leaves a stockholders’ deficit of $3.10M, very limited cash of $50,230, and significant reliance on new financings.
The auditor explicitly raised substantial doubt about CETI’s ability to continue as a going concern. While the Alvey oil field spin-off and the AirPower USA agreement reposition the business toward remediation and clean energy, the absence of current revenue and dependence on convertible debt mean future performance will hinge on securing commercial projects and additional capital on acceptable terms.
Key Figures
Key Terms
going concern financial
derivative liability financial
discontinued operations financial
penny stock regulatory
contingent liability financial
non-controlling interest financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended |
Commission file number:
(Exact name of registrant as specified in its charter)
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Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange
Act:
Common Stock, par value $0.001 per share
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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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
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
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As
of June 30, 2025 (the last business day of the registrant's most recently second fiscal quarter), the aggregate market value, computed
by reference to the price at which the registrant's common equity was last sold, of the 29,528,327 shares of common stock held by non-affiliates
of the issuer on such date was $
At May 19, 2026 there were shares of the registrant’s Common Stock issued and outstanding.
Cyber Enviro-Tech, Inc.
FORM 10-K
For The Fiscal Year Ended December 31, 2025
| PART I | 1 |
| Item 1. Business. | 1 |
| Item 1A. Risk Factors. | 2 |
| Item 1B. Unresolved Staff Comments. | 2 |
| Item 1C. Cybersecurity | 2 |
| Item 2. Properties. | 3 |
| Item 3. Legal Proceedings. | 3 |
| Item 4. Mine Safety Disclosures. | 3 |
| PART II | 4 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 4 |
| Item 6. Selected Financial Data. | 7 |
| Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations | 7 |
| Item 7A. Quantitative and Qualitative Disclosures about Market Risk. | 12 |
| Item 8. Consolidated Financial Statements and Supplementary Data. | F-1 |
| Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. | 13 |
| Item 9A. Controls and Procedures. | 13 |
| Item 9B. Other Information. | 14 |
| PART III | 14 |
| Item 10. Directors, Executive Officers, and Corporate Governance. | 14 |
| Item 11. Executive Compensation. | 16 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 17 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | 17 |
| Item 14. Principal Accountant Fees and Services. | 17 |
| Item 15. Exhibits. | 18 |
| SIGNATURES | 19 |
i
Explanatory Note
In this Annual Report on Form 10-K, Cyber Enviro-Tech, Inc. is sometimes referred to as the “Company”, “we”, “our”, “us” or “registrant” and U.S. Securities and Exchange Commission is sometimes referred to as the “SEC”.
PART I
Item 1. Business – OVERVIEW OF OUR COMPANY
Our Company
CYBER ENVIRO-TECH, INC. ("the Company", "CETI") was founded in the State of Wyoming as Electronic Biotek, Inc in April 1986 (“Inception”).
Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We are an emerging growth company with limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. We owned an oil field in West Texas, which we identified as our pilot project. We owned the mineral rights to a 479 acre, 33-well, located in Callahan County, Texas. This oil field operation was known as the Alvey oil field and it was spun-off into a new entity on October 14, 2025. The Alvey project was shown as discontinued operation in the accompanying consolidated financial statements for the year ended December 31, 2024. In addition, the Company is continuing the development and testing of its water filtration machine as well as looking to place its oil and soil remediation systems in the Middle East and its water remediation systems in the meat packing industry and with municipalities.
CETI is a 51% owner of CETI Axenic (“Axenic”). Axenic was formed in 2024 and focused on water remediation in the commercial laundry industry. Axenic shut down operations effective December 31, 2025.
GENERAL OVERVIEW
Form and year of organization;
Cyber Enviro-Tech, Inc., was founded in the State of Wyoming as Electronic Biotek, Inc in April 1986.
Bankruptcy, receivership;
The Company has never filed Bankruptcy or been involved in any receiverships or similar proceedings.
Material reclassification;
The Company has been known by a variety of names since its inception in the State of Wyoming as Electronic Biotek, Inc. In 2020, CETI through its previous name, Globel Technologies, Inc. (“Global”) acquired NexGen Holdings Corp via a reverse merger. Subsequent to the reverse merger, the Company changed its name to Cyber Enviro-Tech, Inc. Below lists the names that the Company has been known as since inception as well as the dates those names were active:
Cyber Enviro-Tech, Inc - CURRENT.
NexGen Holdings Corp - Until October 6, 2020
WindPower Innovations, Inc. until January 2014
Educational Services International, Inc. until November 2009
Bio-Life Systems, Inc. until November 2001
Biolectronics, Corp. to April 1992
Electronic Biotek, Inc April 1986
Business of Cyber Enviro-Tech, Inc.;
Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We do this by integrating technologies to include cyber, aerospace, satellite, industrial and AI engineering telemetry. Our water filtration, wastewater and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device.
| 1 |
Our pilot project was an oil field in West Texas. We owned the mineral rights to a 479 acre, 33-well, located in Callahan County, Texas. This oil field operation was known as the Alvey oil field and it was spun-off into a new entity on October 14, 2025. The Alvey project was shown as discontinued operation in the accompanying consolidated financial statements for the year ended December 31, 2024. In addition, the Company is continuing the development and testing of its water filtration machine as well as looking to place its oil and soil remediation systems in the Middle East and its water remediation systems in the meat packing industry and with municipalities.
Our focus for the current fiscal year will be on water/oil remediation as opposed to oil production and we will focus on developing and expanding our water and oil/soil remediation technologies both domestic and foreign.
Sales Strategy – CETI’s B2B Sales Strategy includes partnering with individuals and companies who have many years of experience and developed relationships within their respective targeted vertical markets. Prior knowledge of those specific industry issues, water filtration needs, history and relationships developed over many years will enable them to shorten the sales cycle for our water filtration system.
Market Demand and Size - CETI’s water filtration system can be modified to address many of the water contamination issues that exists worldwide. The markets envisioned for the CETI water filtration system, when funds permit, would be both domestic (U.S.) and global.
Government Regulation
We are subject to government regulations that regulate businesses generally, such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety and labor relations. In addition, our operations are affected by federal and state laws relating to marketing practices in the oil industry and/or expansion of operations; a change to or changes to government regulations; a general economic slowdown; a significant decrease in the price of West Texas Intermediate crude. Any change in one or more of these factors could reduce our ability to earn and grow revenue in future periods.
Research and Development
For the years ending December 31, 2025 and 2024, we spent approximately $396k and $1.5 million in research and development of our oil/water filtration products and process, respectively. In addition, from 2021 through December 31, 2024, approximately $3.4 million was invested in the Alvey Ranch Oil field to test our new technologies in opening up the downhole fractures and removing contaminants from the reservoir for increased oil production. The former has been expensed and the latter capitalized. Effective October 14, 2025, the Alvey oil field was spun off into a separate company as the Company intends to focus its efforts on water and oil/soil remediation.
Personnel
As of December 31, 2025, we have no employees but the Company does have 7 full-time and part-time consultants.
Item 1A. Risk Factors.
As a "smaller reporting company," as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Cybersecurity Policy
Overview
Cyber Enviro-Tech, Inc. is committed to protecting its information systems, customer data, and operational infrastructure through a robust cybersecurity framework.
Governance & Risk Management
The Board oversees cybersecurity strategy, with management ensuring
- Risk Assessments: Continuous monitoring of threats and vulnerabilities.
- Regulatory Compliance: Adherence to industry standards and legal requirements.
| 2 |
Data Protection & Incident Response
CETI safeguards sensitive data with:
- Employee Training: Awareness programs on cyber threats.
Cybersecurity Investments
CETI continuously enhances security through:
- Collaboration with cybersecurity experts.
Forward-Looking Statements
While CETI implements strong cybersecurity
measures,
Item 2. Properties.
Our executive offices are located at 6991 E. Camelback Road, Suite D-300, Scottsdale, AZ 85251. We rent an executive office at the cost of $125/month and it is rented on a month-to-month basis. The directors and officers of the company generally work from their home offices.
On February 10, 2021, CETI entered into an agreement with Danny Hyde, former operator of the Alvey Ranch oil field, to take over as the operator of record. Danny Hyde died during 2021 and at the end of 2021, we renegotiated with the Estate of Danny Hyde (“EDH”) where CETI is to receive a higher percentage of the Working Interest (gross revenue less royalty payments to the landowners). Of the 100% working interest under the December 31, 2021 agreement between EDH and CETI, EDH receives 18.75% less its share of all operating costs, taxes, shipping and other expenses associated with the rework, production and delivery of oil from the existing wells on the Alvey Oil Field. Said 18.75% working interest is to be paid in perpetuity. The remaining 81.25% working interest is to be paid to CETI less its share of taxes, shipping and other expenses associated with the rework, production and delivery of oil from the existing wells on the Alvey oil field. For any new wells put into production by CETI, the working interest to EHD, less all its expenses, is 5%. In addition to the working interest payments due to EDH from well production, EDH will receive $450,000 to be paid in installments. As of December 31, 2024, the remaining amount owed is $343,500. This note was sold as part of the Alvey spinoff transaction which closed on October 14, 2025.
In February 2025, CETI formed a wholly-owned Turkish subsidiary, Cyber International Ltd, with an office in Istanbul. There are no operations yet, however the entity was formed to enable CETI to effectively manage its international contacts.
In June 2025, CETI formed a wholly-owned UAE subsidiary, CETI International Environmental Solutions Inc, with an office in Dubai. There are no operations yet, however the entity was formed to enable CETI to effectively manage its international contacts. Our efforts to conduct business in the Middle East may be delayed by geopolitical instability, military conflict involving Iran, regional security concerns, sanctions, travel restrictions, banking limitations, customer delays, or changes in government approvals.
Item 3. Legal Proceedings.
We are litigating a lawsuit against West Fox SWD, LLC, involving claims/counterclaims relating to lease of a saltwater disposal well near Ratliff City, OK. The subject property was discovered to be unsuitable for CETI’s purposes due to environmental concerns. CETI terminated the lease for cause, leading to this dispute with the owner/lessor. Each party claims damages against the other in the range of $135k-$200k. Settlement negotiations are in progress.
Item 4. Mine Safety Disclosures
Not applicable to smaller reporting companies.
| 3 |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock was approved for listing on the OTC Bulletin Board under the symbol CETI on October 6, 2020. As of December 31, 2025, there were 509 active shareholders and the total shares outstanding of 128,889,309. The transfer agent for our common stock is Pacific Stock Transfer 6725 Via Austin Parkway Suite 300, Las Vegas, Nevada 98119.
The following table shows the reported high and low closing bid quotations per share for our common stock based on information provided by the OTC Bulletin Board for the periods indicated. Quotations reflect inter-dealer prices, without markup, markdown or commissions and may not represent actual transactions.
| Fiscal Year Ended December 31, 2025 | HIGH | LOW | ||||||
| Fourth Quarter | $ | 0.19 | $ | 0.17 | ||||
| Third Quarter | $ | 0.38 | $ | 0.35 | ||||
| Second Quarter | $ | 0.75 | $ | 0.73 | ||||
| First Quarter | $ | 0.31 | $ | 0.29 | ||||
Trades in our common stock may be subject to Rule 15g-9 under the Exchange Act, which imposes requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction before the sale.
Our shares are subject to rules applicable to "penny stock" which pertain to any equity security with a market price less than $5.00 per share or an exercise price of less than $5.00 per share. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in our shares.
Dividend Policy
We have not paid or declared any cash dividends on our common stock in the past and do not foresee doing so in the foreseeable future. We intend to retain any future earnings for the operation and expansion of our business. Any decision as to future payment of dividends will depend on the available earnings, the capital requirements of our Company, our general financial condition and other factors deemed pertinent by our Board of Directors.
| 4 |
Sales of Unregistered Securities
| Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed) | Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided | Restricted or Unrestricted as of this filing | |||||||||||||||
| 2/25/2025 | New | 168,860 | Common | 0.15 | Mark Mitrev | Debt conv | Restricted | |||||||||||||||
| 2/25/2025 | New | 84,804 | Common | 0.25 | Markl Family Living Trust, Barry Markl | Debt conv | Restricted | |||||||||||||||
| 2/25/2025 | New | 1,991,931 | Common | 0.001 | Kaybrook Client Group LLC, Harry Datys | Services | Restricted | |||||||||||||||
| 3/20/2025 | New | 113,317 | Common | 0.1 | Craig Cox | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 63,295 | Common | 0.2 | Dan’l Mitchell | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 136,450 | Common | 0.2 | Dr. Sea Sport, Steve Mikulak | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 218,276 | Common | 0.25 | Nick Frost | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 269,830 | Common | 0.2 | Jim Wade | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 130,885 | Common | 0.2 | Robert Romanchek | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 127,050 | Common | 0 | Cynthia Gosnell | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 27,905 | Common | 0.2 | Kimberly Dukes | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 109,488 | Common | 0.25 | Greg Paloolian | Debt conv | Restricted | |||||||||||||||
| 45748 | New | 173713 | Common | 0.15 | Justin Tripp | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 449,109 | Common | 0.25 | Jeffrey J. Jorgenson | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 1,202,716 | Common | 0.1285 | Jeffrey J. Jorgenson | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 34,693 | Common | 0.15 | Carlos Eduardo Garcia Enriquez | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 50,537 | Common | 0.20 | Jill Mossman | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 561044 | Common | 0.1 | Fredric Colman | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 1,153,696 | Common | 0.10 | Gerald Quave Jr. | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 138206 | Common | 0.2 | Tahoe Sunrise LLC, Mark Schimpf | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 138,016 | Common | 0.20 | Tahoe Shores LLC, Mark Schimpf | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 256,248 | Common | 0.20 | NW Realty Advisors 401K Plan, Michael Dunn | Debt conv | Restricted | |||||||||||||||
| 5/30/2025 | New | 135,546 | Common | 0.20 | JPM Property Holdings, James MacPherson | Debt conv | Restricted | |||||||||||||||
| 5/30/2025 | New | 241,736 | Common | 0.25 | Justin Tripp | Debt conv | Restricted | |||||||||||||||
| 5 |
| Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed) | Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided | Restricted or Unrestricted as of this filing | |||||||||||||||
| 9/20/2025 | New | 129,125 | Common | 0.20 | Casper-Stone Holdings | Services | Restricted | |||||||||||||||
| 9/20/2025 | New | 800,000 | Common | 0.20 | David Townley Paton | Cash | Restricted | |||||||||||||||
| 9/20/2025 | New | 201,928 | Common | 0.25 | Michael & Judith Mendoza Revocable Living Trust dated 8 March 2004, Michael Mendoza, trustee | Debt conv | Restricted | |||||||||||||||
| 9/20/2025 | New | 201,620 | Common | 0.25 | Jim Wade | Debt conv | Restricted | |||||||||||||||
| 9/20/2025 | New | 130,177 | Common | 0.20 | Grant Gardner | Debt conv | Restricted | |||||||||||||||
| 9/20/2025 | New | 130,260 | Common | 0.20 | Ryan Gardner | Debt conv | Restricted | |||||||||||||||
| 9/26/2025 | New | 292,630 | Common | 0.20 | Scott Jasper | Debt conv | Restricted | |||||||||||||||
| 9/26/2025 | New | 563,120 | Common | 0.10 | Scott Jasper | Debt conv | Restricted | |||||||||||||||
| 9/26/2025 | New | 583,549 | Common | 0.0888 | Scott Jasper | Debt conv | Restricted | |||||||||||||||
| 9/26/2025 | New | 562,680 | Common | 0.10 | Gerald Quave Jr. | Debt conv | Restricted | |||||||||||||||
| 9/26/2025 | New | 582,809 | Common | 0.0888 | Gerald Quave Jr. | Debt conv | Restricted | |||||||||||||||
| 9/26/2025 | New | 582,932 | Common | 0.0888 | Joseph Kutilek | Debt conv | Restricted | |||||||||||||||
| 9/26/2025 | New | 582,932 | Common | 0.0888 | Joseph Seeman | Debt conv | Restricted | |||||||||||||||
| 9/26/2025 | New | 582,192 | Common | 0.0888 | Larry Grillo | Debt conv | Restricted | |||||||||||||||
| 9/30/2025 | New | 2,736,585 | Common | 0.001 | Kaybrook Client Group LLC, Harry Datys | Services | Restricted | |||||||||||||||
| 9/30/2025 | New | 582,932 | Common | 0.0888 | Joel Gale | Debt conv | Restricted | |||||||||||||||
| 9/30/2025 | New | 100,000 | Common | 0.20 | Eric Ingram | Cash | Restricted | |||||||||||||||
| 9/30/2025 | New | 582,809 | Common | 0.0888 | Barry Donner | Debt conv | Restricted | |||||||||||||||
| 9/30/2025 | New | 50,813 | Common | 0.20 | Casper-Stone Holdings | Services | Restricted | |||||||||||||||
| 9/30/2025 | New | 1,060,000 | Common | 0.20 | Jeff J. Jorgenson | Debt conv | Restricted | |||||||||||||||
| 9/30/2025 | New | 581,822 | Common | 0.0888 | Charles Merkel | Debt conv | Restricted | |||||||||||||||
| 12/1/2025 | New | 103,748 | Common | Dick Living Trust, dated 9/4/2003, and fifth amendment and restatement dated 10/20/2023, Cameron Dick, trustee | Debt conv | Restricted | ||||||||||||||||
| 12/1/2025 | New | 62,739 | Common | 0.20 | Casper-Stone Holdings | Services | Restricted | |||||||||||||||
| 12/1/2025 | New | 52,500 | Common | 0.20 | Marshall Welch | Services | Restricted | |||||||||||||||
| 12/1/2025 | New | 750,000 | Common | 0.00 | Gary E Smith TTEE U/A DTD 05/14/93 Gary E Smith Living Trust | Debt conv | Restricted | |||||||||||||||
| 12/1/2025 | New | 162,500 | Common | 0.20 | Marshall Welch | Services | Restricted | |||||||||||||||
| 12/31/2025 | New | 11,147,804 | Common | 0.1 | DePrima-Donnelly Family Trust dated July 3rd, 2019, Anthony Deprima, trustee | Debt conv | Restricted | |||||||||||||||
| 12/31/2025 | New | 30,000 | Common | 0.001 | Louis DeLeon | Interest | Restricted | |||||||||||||||
| 12/31/2025 | New | 60,000 | Common | 0.001 | DePrima-Donnelly Family Trust dated July 3rd, 2019, Anthony Deprima, trustee | Interest | Restricted | |||||||||||||||
| 12/31/2025 | New | 30,000 | Common | 0.001 | James P. Wagner | Interest | Restricted | |||||||||||||||
| 12/31/2025 | New | 60,000 | Common | 0.001 | Neil Superfon | Interest | Restricted | |||||||||||||||
| 6 |
Securities authorized for issuance under equity compensation plans
The Company has not reserved any securities for issuance under equity compensation plans for any officers, directors or any beneficial owners. The individuals below are consultants and part of their compensation is in stock as follows:
On July 27, 2025 the Company entered into a consulting agreement with Marshall Welch, for professional services wherein the Company paid 50,000 common shares.
On August 23, 2025 the Company entered into a consulting agreement with Deborah Casper-Stone, for professional services wherein the Company paid 50,000 common shares.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Holders of Record
There were 509 and 494 record holders as of December 31, 2025 and 2024, respectively, of the Company’s common stock.
Item 6. Selected Financial Data.
As a "smaller reporting company," as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-K and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers, and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.
GENERAL OVERVIEW
Business Background
Cyber Enviro-Tech, Inc. is a publicly held Wyoming water technology Company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry.
Our principal executive office is located at Cyber Enviro-Tech, Inc., 6991 E. Camelback Road, Suite D-300, Scottsdale, Arizona 85251. Our telephone number is 866 687-6856. We maintain our statutory registered agent's office at Registered Agents Inc. 30 N Gould St Ste R Sheridan, WY 82801 USA Telephone Number. (307) 200-2803
On June 12, 2020, the District Court of Laramie County, Wyoming appointed Benjamin Berry of Synergy Management Group LLC (“Synergy”) as custodian of the Company.
| 7 |
On September 3, 2020, Synergy and Global Environmental Technologies, Inc. (“Global”), entered into a Securities Purchase Agreement, whereby Synergy sold its one share of Special Series A preferred stock and one-half share of Series C preferred stock to Global Environmental Technologies, Inc.
On September 23, 2020, the Company entered into a share exchange agreement with Global Environmental Technologies, Inc., (“Global”) a Wyoming corporation. Per the terms of the agreement, NexGen Holdings Corp exchanged thirty-five shares of common stock for one share of Global.
On October 6, 2020, the Company formally changed its name with the State of Wyoming from NexGen Holdings Corp to Cyber Enviro-Tech, Inc.
DESCRIPTION OF BUSINESS
Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We do this by integrating technologies to include cyber, aerospace, satellite, industrial and AI engineering telemetry. Our water filtration, wastewater and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device.
The Alvey Oil Field was originally acquired by CETI as a pilot site to test and refine its proprietary oil production enhancement technologies. Those efforts proved instrumental in demonstrating broader applications—extending beyond oil field optimization into large-scale remediation of contaminated oil, sludge, soil, and wastewater. As CETI’s technology and strategy have evolved, the Alvey asset no longer aligned with the Company’s core focus On October 14, 2025, CETI exchanged all assets related to the Alvey oil field operation for 8,600,000 common shares of West Texas Resources Incorporated, (“WTXR”). By spinning off the Alvey asset, CETI can fully dedicate its resources to advancing a growing portfolio of domestic and international remediation projects. At the same time, CETI and its shareholders retain the opportunity to participate in the future value of the Alvey Oil Field through its continued development by a company with expertise in oil and gas production—ensuring the asset has a better chance to realize its full potential while CETI concentrates on its primary growth markets.
GENERAL OVERVIEW
Form and year of organization;
Cyber Enviro-Tech, Inc., also referred to as “CETI” and the “Company”, was founded in the State of Wyoming as Electronic Biotek, Inc in April 1986.
Bankruptcy, receivership;
The Company has never filed Bankruptcy or been involved in any receiverships or similar proceedings.
Material reclassification;
The Company has been known by a variety of names since its inception in the State of Wyoming as Electronic Biotek, Inc. In 2020, CETI through its previous name, Globel Technologies, Inc (“Global”) acquired NexGen Holdings Corp via a reverse merger. Subsequent to the reverse merger, the Company changed its name to Cyber Enviro-Tech, Inc. Below lists the names that the Company has been known as since inception as well as the dates those names were active:
Cyber Enviro-Tech, Inc - CURRENT.
NexGen Holdings Corp - Until October 6, 2020
WindPower Innovations, Inc. until January 2014
Educational Services International, Inc. until November 2009
Bio-Life Systems, Inc. until November 2001
Biolectronics, Corp. to April 1992
Electronic Biotek, Inc. April 1986
Business of the Cyber Enviro-Tech, Inc.
Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We do this by integrating technologies to include cyber, aerospace, satellite, industrial and AI engineering telemetry. Our water filtration, wastewater and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device.
| 8 |
On March 23, 2026 we announced we entered into a manufacturing and distribution agreement with AirPower USA, securing exclusive territory rights to manufacture and distribute compressed-air-powered energy generation systems across key international markets. This agreement provides CETI with a tangible, revenue-oriented platform through the deployment of AirPower's clean energy generation technology. The Company expects initial project activity and potential deployments in the second half of 2026, aligning with CETI's broader strategy to prioritize revenue-producing opportunities and scalable environmental solutions.
CETI continues to evaluate its existing remediation business while expanding its environmental footprint into complementary sectors, including clean power generation and sustainable infrastructure solutions. The Company intends to leverage its established international relationships to support distribution, project development, and market entry initiatives for AirPower systems.
Building on this momentum, CETI has multiple projects in its development pipeline that are expected to come online during the second half of 2026, positioning the Company for potential revenue growth and expanded commercial traction.
Sales Strategy – CETI’s B2B Sales Strategy will include partnering with individuals and companies who have many years of experience and developed relationships within their respective aforementioned targeted verticals. Prior knowledge of those specific industry issues, water filtration needs, history and relationships developed over many years will enable them to shorten the sales cycle for our water filtration system. As of May 19, 2026, the Company has agreements with several individuals who are pursuing a variety of opportunities but no contracts have been ratified so far.
Market Demand and Size - CETI’s water filtration system can be modified to address many of the water contamination issues that exist worldwide. The markets envisioned for the CETI water system when funds permit would be both domestic (U.S.) and global.
| 9 |
Results of Operations for the Years Ending December 31, 2025 and 2024
| Twelve Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, 2025 | December 31, 2024 | $ | % | |||||||||||||
| Revenue: | ||||||||||||||||
| Gross sales | $ | — | $ | — | $ | — | 0.00 | % | ||||||||
| Cost of sales | — | — | — | 0.00 | % | |||||||||||
| Gross margin | — | — | — | 0.00 | % | |||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | 343,498 | 131,054 | 212,444 | 162.1 | % | |||||||||||
| General and administrative | 993,291 | 1,051,798 | (58,507 | ) | -5.6 | % | ||||||||||
| Consulting | 1,779,681 | 1,666,553 | 113,128 | 6.8 | % | |||||||||||
| Total operating expenses | 3,116,470 | 2,849,405 | 267,065 | 9.4 | % | |||||||||||
| Loss from continuing operations | (3,116,470 | ) | (2,849,405 | ) | (267,065 | ) | 9.4 | % | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Change in fair value of derivatives | (179,252 | ) | 161,122 | (340,374 | ) | -211.3 | % | |||||||||
| Loss on issuance of derivative | (2,068,536 | ) | (191,162 | ) | (1,877,374 | ) | 1193.5 | % | ||||||||
| Gain on extinguishment of derivative liability | 1,431,541 | 264,539 | 1,167,002 | 441.1 | % | |||||||||||
| Unrealized loss on investment WTXR | (147,435 | ) | — | (147,435 | ) | 100.0 | % | |||||||||
| Change in fair value of contingent liability | (47,500 | ) | (437,500 | ) | 390,000 | -89.1 | % | |||||||||
| Loss on impairment of assets | (579,957 | ) | (957,377 | ) | 377,420 | -39.4 | % | |||||||||
| Amortization of intangible assets | — | (112,850 | ) | 112,850 | -100.0 | % | ||||||||||
| Interest income | 12,564 | 10,768 | 1,796 | 16.7 | % | |||||||||||
| Interest expense | (1,464,963 | ) | (759,013 | ) | (705,950 | ) | 93.0 | % | ||||||||
| Total other income (expense) | (3,043,538 | ) | (2,021,473 | ) | (1,022,065 | ) | 50.6 | % | ||||||||
| Loss from continuing operations | (6,160,008 | ) | (4,870,878 | ) | (1,289,130 | ) | 26.5 | % | ||||||||
| Discontinued Operations: | ||||||||||||||||
| Loss from discontinued operations | (1,462,514 | ) | (1,495,106 | ) | 32,592 | -2.2 | % | |||||||||
| Loss on sale of Axenic | (18,451 | ) | — | (18,451 | ) | 100.0 | % | |||||||||
| Loss from discontinued operations | (1,480,965 | ) | (1,495,106 | ) | 14,141 | -0.9 | % | |||||||||
| Net loss | (7,640,973 | ) | (6,365,984 | ) | (1,274,989 | ) | 20.0 | % | ||||||||
| Net loss attributable: | ||||||||||||||||
| Net loss attributable to noncontrolling interest | (89,057 | ) | (12,815 | ) | (76,242 | ) | 594.9 | % | ||||||||
| Net loss attributable to common stockholders | (7,551,916 | ) | (6,353,169 | ) | (1,198,747 | ) | 18.9 | % | ||||||||
| Net loss | $ | (7,640,973 | ) | $ | (6,365,984 | ) | $ | (1,274,989 | ) | 20.0 | % | |||||
General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2025 were down by $58,507 or 5.6% vs 2024 largely due to a decrease in Meat Packing Testing of $150k and decrease in Advertising & Marketing expenses of $90k which were offset by increase of $61k for travel. The Meat Packing Plant testing fees were paid to Texas Tech to provide independent validation of our process and products in the meat packing industry. The Advertising was from payments to a company to assist in the marketing of CETI stock.
Professional fees. These fees increased by $212,444 or 162.1%, due to increased audit and audit-related fees of $44k, legal fees of $156k and professional fees of $15k which include fees for the S1 preparation and supervision of soil testing. Legal fees include costs related to a lawsuit which arose from the Company’s withdrawal of a project of a salt water disposal facility in Oklahoma and general legal services related to standard corporate compliance.
Consulting fees. The increase of $113,128 or 6.8% primarily due to consulting fees related to international business efforts offset by the reduction in consulting fees associated with the Alvey oil field efforts. A total of $497k and $238k are from non-cash, stock-based compensation, for the years ended December 31, 2025 and 2024, respectively. This compensation is mostly due to marketing services and the increase in 2025 is mostly due to amortization of warrants given for these services (approximately $164K).
| 10 |
Other Income (Expense). Total decline in other income and expense, net increased by $1,022,065 or 50,6%. Other income and expense items are primarily made up of items related to interest expense and derivative accounting. For the derivative related accounts, these are driven by loans whereas the lender has a conversion component if the loan is not paid off. Historically the Company has always repaid the debt instead of allowing a conversion. However, for accounting purposes, we must account for the potential conversion. During the year ended December 31, 2025, seven new loans were executed resulting in a $2.1M increase in loss on issuance of derivatives. Additionally, during the twelve months ended December 31, 2025, three loans were paid off resulting in a $1.4M increase in gain on extinguishment of derivative liability. The decline in amortization of intangible assets relates to assets which were acquired in 2023 and fully amortized as of December 31, 2024. Lastly, interest expense increased by $706k due to a larger number of convertible notes with derivative components outstanding during full year 2025 as compared to 2024.
Two other significant items in this category relate to the loss on impairment of assets and the change in fair value of contingent liabilities. There is a loss on impairment of assets of $580K in 2025 which is due to the write down to market value of equipment while the 2024 write off of $957k is due to a write off of intangible assets due to insolvency of the company from which CETI purchased licensing rights. While the intellectual property acquired by the Company still has value to CETI, it was decided to take the conservative approach and write off the rest of the value of $957,377 as of December 31, 2024. The change in fair value of contingent liability is largely related to stock guarantees to certain investors and represents the additional stock compensation that would have been due as of December 31, 2025 and 2024, respectively, if the guarantee were valued at that time.
Discontinued Operations. Effective October 14, 2025 the Company completed its spinoff of the Alvey oil field operation to Texas Coastal Energy, Corp. (TCEC).
The Alvey oil field was originally acquired by CETI as a pilot site to test and refine its proprietary oil production enhancement technologies. Those efforts proved instrumental in demonstrating broader applications—extending beyond oil field optimization into large-scale remediation of contaminated oil, sludge, soil, and wastewater. As CETI’s technology and strategy have evolved, the Alvey asset no longer aligned with the Company’s core focus. By spinning off the Alvey asset, CETI can fully dedicate its resources to advancing a growing portfolio of domestic and international remediation projects. At the same time, CETI and its shareholders retain the opportunity to participate in the future value of the Alvey oil field through its continued development by a company with expertise in oil and gas production—ensuring the asset has a better chance to realize its full potential while CETI concentrates on its primary growth markets.
The assets, liabilities and results of operations related to Alvey, previously shown in discontinued operations, have been removed from Cyber Enviro-Tech, Inc. consolidated results of operations.
Net Loss. The above changes resulted in a year over year increase in net loss of $1,274,989.
Liquidity and Capital Resources
Our principal sources of liquidity are cash and cash equivalents on hand, cash generated from operations and investors, and available borrowing capacity under our credit facilities. As of December 31, 2025, we had $50,230 of cash and cash equivalents. These resources are not sufficient to meet our working capital requirements, capital expenditures, contractual obligations, and other cash needs. The Company must continue to raise capital to facilitate our business operations for the next 12 months. We believe our ability to achieve commercial success and continued growth will be dependent upon our continued access to capital either through sale of additional convertible debentures, sale of our equity or cash generated from operations. We will attempt to obtain additional capital through private investors; however, we have no agreements or understandings with third parties at this time in regards to investing additional monies.
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As of December 31, 2025, the Company had total assets of $1,989,348 including current assets of $738,117. Current liabilities total $2,628,563 which consist of accounts payable of $569,660, accrued interest of $309,487, short-term loans of $367,472, convertible notes payable of $1,169,944 net of discount of $263,018 and contingent liabilities of $190,000. Long-term liabilities of $2,462,009 include convertible notes of $1,390,065 net of discount of $274,416 and derivative liability of $1,071,944.
Net cash used in operating activities was $2.9M for the year ended December 31, 2025, compared to $3.5M for the prior year. The change in operating cash flow was primarily driven by loss on issuance of derivatives ($2.1M), loss on sale of Alvey oil field ($1.2M), and amortization of debt discount ($0.9M) offsetting gain on extinguishment of derivatives liability ($1.4M) and change in fair value of derivatives ($0.2M). In addition, the net loss for 2025 was $1.3M greater than 2024.
Net cash used in investing activities was $1.0M for the year ended December 31, 2025 compared to $308K in the prior year. Investing cash flows primarily consisted of $861K from purchase of PPE, $100K for deposit on an asset and $25K cash issued for notes receivable.
Net cash used in financing activities was $3.9M for the year ended December 31, 2025, compared to $2.5M in the prior year. Financing cash flows primarily consisted of $3.6M in proceeds from convertible notes.
The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company does not yet have sufficient revenue to cover its operating expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with increased revenue and private placement loans or institutional investors. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company," as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
| 12 |
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 are attached hereto.
TABLE OF CONTENTS
| Consolidated Financial Statements | Page Number | |
| Report of Independent Registered Public
Accounting Firm (PCAOB ID |
F-2 | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-3 | |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-4 | |
| Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024 | F-5 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-6 | |
| Notes to Consolidated Financial Statements | F-7 to F-19 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Cyber Enviro-Tech, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cyber Enviro-Tech, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes and schedules (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has not begun to generate sufficient revenues to fund operations and will need additional financing in order to execute its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2024.
May 19, 2026
| F-2 |
CYBER ENVIRO-TECH, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Loans receivable | ||||||||
| Investment in WTXR | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Long term deposit | ||||||||
| Assets of discontinued operations, non-current | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related parties | ||||||||
| Accrued interest | ||||||||
| Note payable, current maturities | ||||||||
| Note payable, related party, net of discount of nil
| ||||||||
| Convertible notes payable, net of discount of $ | ||||||||
| Convertible notes payable – related parties | ||||||||
| Contingent liabilities | ||||||||
| Liabilities of discontinued operations, current | ||||||||
| Liabilities of discontinued operations, current – related parties | ||||||||
| Total current liabilities | ||||||||
| Convertible notes payable, net of discount of $ | ||||||||
| Derivative liability | ||||||||
| Liabilities of discontinued operations, non-current | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 4) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Series A Convertible Preferred Stock, par value $, shares authorized; shares issued and outstanding | ||||||||
| Series B Convertible Preferred Stock, par value $, shares authorized; share issued and outstanding | ||||||||
| Series C Non-convertible, Preferred Stock, par value $, shares authorized; shares issued and outstanding | ||||||||
| Special 2020 Series A Preferred Stock, par value $, | ||||||||
| share authorized; share issued and outstanding | ||||||||
| Common Stock, par value $, shares authorized; and shares issued and outstanding, for the period ended December 31, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Common stock to be issued | ||||||||
| Treasury stock, at cost | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Controlling interest | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these audited consolidated financial statements
| F-3 |
CYBER ENVIRO-TECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDING DECEMBER 31, 2025 AND 2024
| Twelve Months Ending | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Revenue: | ||||||||
| Gross Sales | $ | $ | ||||||
| Cost of Sales | ||||||||
| Gross Margin | ||||||||
| Operating Expenses: | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Consulting | ||||||||
| Total operating expenses | ||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ||||
| Other Income (Expense): | ||||||||
| Change in fair value of derivatives | ( | ) | ||||||
| Change in fair value of contingent liabilities | ( | ) | ( | ) | ||||
| Loss on issuance of derivative | ( | ) | ( | ) | ||||
| Loss on impairment of assets | ( | ) | ( | ) | ||||
| Unrealized loss on investment in WTXR | ( | ) | ||||||
| Gain on extinguishment of derivative liability | ||||||||
| Amortization of intangible assets | ( | ) | ||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Discontinued Operations: | ||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Loss from shutdown of Axenic | ( | ) | ||||||
| Total Discontinued Operations | ( | ) | ( | ) | ||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable: | ||||||||
| Loss attributable to noncontrolling interest | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to common stockholders | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these audited consolidated financial statements
| F-4 |
CYBER ENVIRO-TECH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDING DECEMBER 31, 2025 AND 2024
| Preferred | Common Stock | Common Stock to be Issued | Unrealized | Accumulated | Non-Controlling | |||||||||||||||||||||||||||||||||||||||||||
| Description | Shares | Amt | Shares | Amt | APIC | Shares | Amt | Treasury | Loss | Deficit | Interest | Total | ||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||||||||||||||||||
| Warrants issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued for convertible notes payable | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for cash | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interest | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||||||||||||||
| Shares issued for cash | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Liquidation of noncontrolling interest | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these audited consolidated financial statements
| F-5 |
CYBER ENVIRO-TECH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| For the Twelve Months Ending | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Change in fair value of derivatives | ( | ) | ||||||
| Change in fair value of contingent liability | ||||||||
| Loss on issuance of derivative | ||||||||
| Gain on extinguishment of derivative liability | ( | ) | ( | ) | ||||
| Loss on impairment of assets | ||||||||
| Loss on shutdown of Axenic | ||||||||
| Loss on sale of Alvey oil field | ||||||||
| Loss on investment in WTXR | ||||||||
| Bad debt expense | ||||||||
| Shares issued for services | ||||||||
| Stock compensation | ||||||||
| Warrants issued for services | ||||||||
| Amortization of debt discount | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Contingent liability | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued interest | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase or capitalization of property and equipment | ( | ) | ( | ) | ||||
| Cash issued for deposit on asset | ( | ) | ||||||
| Cash issued for loans receivable | ( | ) | ( | ) | ||||
| Cash received from non-controlling interest contribution | ||||||||
| Net cash used from investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Shares issued for cash | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from notes payable | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from notes payable, related party | ||||||||
| Repayment of convertible notes payable | ( | ) | ( | ) | ||||
| Repayment of note payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents from continuing operations | $ | $ | ( | ) | ||||
| Cash Flows from Discontinued Operations | ||||||||
| Net change in operating activities from discontinued operations | ( | ) | ||||||
| Net change in investing activities from discontinued operations | ( | ) | ||||||
| Net change in cash and cash equivalents from discontinued operations | $ | ( | ) | $ | ||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Shares issued for conversion of convertible notes payable and accrued interest | $ | $ | ||||||
| Shares issued for accrued interest | $ | $ | ||||||
| Shares issued for contingent liability | $ | $ | ||||||
| Derivative liability | $ | $ | ||||||
| Debt discount on convertible notes payable | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-6 |
CYBER ENVIRO-TECH, INC.
CONSOLIDATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Cyber Enviro-Tech, Inc. (the “Company”) (CETI) Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We do this by integrating technologies to include cyber, aerospace, satellite, industrial and AI engineering telemetry. Our water filtration, wastewater and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device. The corporate headquarters is in Scottsdale, Arizona and it also has satellite offices in Istanbul, Turkey and Dubai, UAE.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principles of Consolidation
The consolidated financial statements include the accounts of CETI and CETI Axenic, Inc (“Axenic”). Axenic is a majority owned subsidiary of CETI which discontinued operations on December 31, 2025. All significant intercompany balances and transactions have been eliminated for 2025 and 2024. As of December 31, 2025, the investment in Axenic has been written off resulting in a nil balance.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” (“Topic 606”). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.
The Company recognizes sales when oil is picked up by the delivery company and control passes to the customer.
Advertising Policy
The Company expenses advertising and public relations costs, including costs associated with press release distribution and investor awareness activities, as incurred. Such costs are included in general and administrative expenses in the consolidated statements of operations. Advertising and promotional costs were not significant for the years ended December 31, 2025 and 2024.
Cash equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were
| F-7 |
Investments
The Company accounts for investments in accordance with U.S. GAAP. Equity securities are measured at fair value, with changes in fair value recognized in earnings as a component of other income (expense), net. Equity investments without readily determinable fair values are recorded at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical or similar securities of the same issuer. The Company reviews investments for impairment each reporting period.
The Company determines the fair value of its investments in accordance with ASC 820, Fair Value Measurement. Investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. Investments valued using quoted prices in active markets for identical securities are classified as Level 1. Investments valued using observable inputs other than quoted prices in active markets are classified as Level 2. Investments valued using significant unobservable inputs, including management assumptions, discounts for lack of marketability, limited trading volume, restrictions on transfer, or valuation techniques prepared with the assistance of a valuation specialist, are classified as Level 3.
As of December 31, 2025, the Company’s
investment in West Texas Resources, Inc. (“WTXR”) was measured at fair value and classified as a Level 3 investment. Although
WTXR’s common stock is quoted on the OTC market, the stock is thinly traded and the Company’s fair value determination was
not based solely on the quoted market price. The Company considered available market data and other valuation inputs, including the limited
trading activity of WTXR’s common stock and other relevant factors, in determining fair value. As of December 31, 2025, the carrying
value of the Company’s investment in WTXR was $
Property and Equipment
Property and equipment is recorded at cost. Cost of improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts. Assets are depreciated over a five to twenty year period of time, depending upon the estimated useful life of the assets, on a straight-line basis.
Discontinued Operations
A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheets, including the comparative prior year period.
Loans Receivable
In November 2023 and March 2024, CETI provided
two Short-Term Capital Bridge Loan totaling $
CETI provided a Short-Term Capital Bridge Loan
totaling $
Impairment of Long-Lived Assets
In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its non-oil and gas long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.
| F-8 |
Accounting for Majority-Owned Subsidiary
The Company consolidates the financial statements of majority-owned subsidiaries in accordance with U.S. GAAP. A subsidiary is classified as majority-owned when the Company owns more than 50% of its voting shares, giving it control over the subsidiary's operations and financial policies.
In the consolidated financial statements, all intercompany transactions, balances, and unrealized gains and losses on transactions between the Company and its subsidiaries have been eliminated. The financial position, results of operations, and cash flows of each majority-owned subsidiary are fully consolidated with the portion attributable to non-controlling interests presented as a separate line item in the equity section of the consolidated balance sheets and as a separate component of net loss in the Consolidated Statements of Operations.
CETI is a 51% owner of Axenic which was formed in 2024 and to focus on water remediation in the commercial laundry industry. Its day-to-day operations are run by other personnel who are not officers of CETI which provides the ability for CETI to expand into another industry while not burdening its current focus on water remediation for oil and gas, meat packing and municipalities.
The consolidated financial statements include the
accounts of CETI and Axenic. Axenic is a majority owned subsidiary of CETI which discontinued operations on December 31, 2025. All significant
intercompany balances and transactions have been eliminated for 2025 and 2024. As of December 31, 2025, the investment in Axenic has
been written off resulting in a nil balance. The Company had non-controlling interest of $
The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Share Based Payment”, in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date. During the years ended December 31, 2025 and 2024, the Company recorded $ and $ in stock-based compensation expense, respectively.
Fair Value of Financial Instruments
The Company adopted ASC 820, “Fair Value Measurements.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked to market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Consolidated Statements of Operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.
| F-9 |
The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2025:
| Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Derivative | $ | $ | $ | $ | |||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2024:
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Derivative | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measures using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.
The Company has adopted ASC 740, “Accounting for Income Taxes,” which requires an asset and lability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Under the provisions of ASC 260, “Earnings per Share”, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The following potential common shares were excluded from the calculation of diluted net income (loss) per share available to common stockholders because their effect would have been antidilutive:
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Convertible notes payable | ||||||||
| Common stock to be issued | ||||||||
| Preferred stock | ||||||||
| Embedded derivatives | ||||||||
| Total | ||||||||
| F-10 |
Concentration of credit risks
The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully secured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions.
Segment Reporting
The Company has determined that it has one reportable segment, which includes industrial water remediation. The single segment was identified based on how the Chief Operating Decision Maker, who was determined to be the Chief Executive Officer, manages and evaluates performance and allocates resources.
The Company operates as one reportable segment: industrial water remediation. The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”). The CODM assesses performance and allocates resources based on the Company’s consolidated operating results. The measure of segment profit or loss reviewed by the CODM is consolidated net loss, as reported in the consolidated statements of operations. Because the Company has one reportable segment, all required segment financial information is presented in the consolidated financial statements. The Company does not separately report significant segment expenses to the CODM other than those reflected in the consolidated statements of operations. The Company’s segment assets are consistent with total assets reported in the consolidated balance sheets.
Geographic Information
The Company had no revenue from customers outside
the United States during the year ended December 31, 2025. As of December 31, 2025,
Derivatives
The Company evaluates convertible debt and other financial instruments to determine whether they contain embedded features requiring separate accounting as derivative liabilities under U.S. GAAP. Derivative liabilities, including embedded conversion features that do not qualify for equity classification, are initially recorded at fair value and remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. Upon conversion, settlement, or extinguishment, the related derivative liability is remeasured and any resulting gain or loss is recognized in earnings.
Convertible Debt
Effective January 1, 2025, the Company adopted ASU 2024-04, Induced Conversions of Convertible Debt Instruments, which clarifies the accounting guidance for settlements of convertible debt instruments that occur after the adoption of ASU 2020-06. The amendments specify that an issuer must apply the induced-conversion model when it offers a sweetener or other consideration that is incentive-based and is not required under the original contractual terms of the instrument, regardless of whether the settlement is structured as a conversion or as an extinguishment of the debt. The Company adopted the amendments using the prospective approach. Adoption of ASU 2024-04 did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025.
Recently issued accounting pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The update introduces two major simplifications to the CECL model for current accounts receivable and contract assets, aiming to reduce cost and complexity—especially for private companies and NFPs. This pronouncement becomes effective for fiscal years beginning after December 15, 2025. The Company does not believe this accounting pronouncement will have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company does not yet have sufficient revenue to cover its operating expenses . These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with increased revenue and private placement loans or institutional investors. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations.
The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2025 and December 31, 2024, the Company is not aware of any contingent liabilities related to potential litigation that should be reflected in the consolidated financial statements.
In February 2022 and February 2023, CETI entered
into agreements with two different investors offering them a stock guarantee on share price within a three-year period of time. The first
investor’s shares in February 2022, came due in February 2025 and CETI entered into an agreement to pay $100,000 in cash and shares
to satisfy that guarantee. For the second investor, the Company accrued a liability as of December 31, 2025 and 2024 for the difference
between share price on those dates and the guaranteed share price. The remaining guarantee is reported as Contingent liability of $
| F-11 |
On December 9, 2024, CETI entered into an
agreement with a company to provide consulting services to obtain funding of at least $
On December 21, 2024, CETI entered into a Financial
Consulting Engagement Agreement (FCEA) to provide consulting services and identify potential sources of private and/or public financing
of up to
NOTE 5 – PROPERTY AND EQUIPMENT
As of December 31, 2025 and December 31, 2024, property and equipment consisted of the following:
| December 31, 2025 | December 31, 2024 | Useful lifes | ||||||||
| Equipment | $ | $ | ||||||||
| Equipment - Turkey | ||||||||||
| Vehicles | ||||||||||
| Less accumulated depreciation | ( | ) | ||||||||
| Total | $ | $ | ||||||||
Depreciation expense for 2025 was $
NOTE 6 – INTANGIBLE ASSETS
The intangible assets consist of exclusive licenses
for United States distribution obtained by the Company from KAM Biotechnology Ltd (“KAM”) in May 2023 and the agreement has
a term of ten years. The asset is stated at the fair value of $
NOTE 7 – DEBT
| December 31, 2025 | December 31, 2024 | |||||||
| Notes Payable | $ | $ | ||||||
| Note payable - related party | ||||||||
| Convertible notes payable | ||||||||
| Convertible notes payable - related party | ||||||||
| Debt discount | ( | ) | ( | ) | ||||
| Total Debt | $ | $ | ||||||
| Short term | ||||||||
| Long term | ||||||||
| Total Debt | $ | $ | ||||||
The following is a schedule of long-term debt and the years in which it is scheduled to mature:
| Amount | ||||||
| 2026 | $ | |||||
| 2027 | ||||||
| 2028 | ||||||
| $ | ||||||
| F-12 |
Notes payable
In February 2021, the Company purchased certain
oil and gas production equipment in the Alvey Oil Field. The total purchase price was $
In September 2023,
a related party issued a loan to the Company for a total amount of $
In December 2023, the Company borrowed $
In March 2024, the Company had two loans payable
to an individual totaling $
In December 2025, the Company had four loans
payable to four individuals totaling $
The Company had an outstanding balance on its line
of credit of $
Convertible notes payable
In 2020, the Company executed a convertible note
payable with a related party for $
During 2024, the Company raised a net of $
During 2024, the Company converted $
During 2025, the Company raised a net of $
During 2025, the Company converted $
NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS
Embedded derivatives
Some of the Company’s convertible promissory notes gave rise to derivative financial instruments which are based upon potential conversion if the loan is not paid off in cash or if the lender converts to stock for repayment. Historically the Company has always repaid the debt instead of allowing a conversion. However, for accounting purposes, we must account for the potential conversion.
| F-13 |
The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of December 31, 2025 and 2024 and the amounts that were reflected in income related to derivatives for the year ended:
| December 31, 2025 | ||||||||
| The financings giving rise to derivative financial instruments | Indexed Shares | Fair Values | ||||||
| Embedded derivatives | $ | |||||||
| Warrant derivatives | ||||||||
| Total | $ | |||||||
| December 31, 2024 | ||||||||
| The financings giving rise to derivative financial instruments | Indexed Shares | Fair Values | ||||||
| Embedded derivatives | $ | |||||||
| Total | $ | |||||||
The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended December 31, 2025 and 2024:
| For the Years Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Embedded derivatives | $ | ( | ) | $ | ||||
| Warrant derivatives | ||||||||
| Loss on issuance of derivative | ( | ) | ( | ) | ||||
| Total gain (loss) | $ | ( | ) | $ | ( | ) | ||
Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulation Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.
Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:
| Inception Date January 3, 2025 Note | Inception Date June 10, 2025 Note | Inception Date September 22, 2025 Note | Inception Date November 11, 2025 Note | |||||||||||||
| Quoted market price on valuation date | $ | $ | $ | $ | ||||||||||||
| Effective contractual conversion rates | $ | $ | $ | $ | ||||||||||||
| Contractual term to maturity | | | | |||||||||||||
| Market volatility: | ||||||||||||||||
| Volatility | - | - | - | - | ||||||||||||
| Risk-adjusted interest rate | % | % | % | % | ||||||||||||
| Inception Date November 19, 2025 Note | Period Ended December 18, 2025 | Period Ended December 26, 2025 | Period Ended December 31, 2025 | |||||||||||||
| Quoted market price on valuation date | $ | $ | $ | $ | ||||||||||||
| Effective contractual conversion rates | $ | $ | $ | $ | ||||||||||||
| Contractual term to maturity | | | | | ||||||||||||
| Market volatility: | ||||||||||||||||
| Volatility | - | - | - | - | ||||||||||||
| Risk-adjusted interest rate | % | % | % | - | ||||||||||||
| F-14 |
The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of December 31, 2025 and 2024.
As of December 31, 2025 | As of December 31, 2024 | |||||||
| Balances at beginning of year | $ | $ | ||||||
| Issuances: | ||||||||
| Embedded derivatives | ||||||||
| Warrant derivatives | ||||||||
| Gain on extinguishment | ( | ) | ( | ) | ||||
| Changes in fair value inputs and assumptions reflected in income | ( | ) | ( | ) | ||||
| Balances at end of year | $ | $ | ||||||
NOTE 9 – RELATED PARTY TRANSACTIONS
At December 31, 2025 and 2024, the Company had a
convertible note payable for $
In September 2023, a related party loaned $
The Company paid various related parties for
consulting services in the amounts of $
At December 31, 2025 and 2024, the Company had accounts
payable to various related parties for a total of $
The above transactions and amounts are not necessarily what third parties would have agreed to.
NOTE 10 – PREFERRED STOCK
Series A Convertible Preferred Stock
The Company previously designated shares
of Preferred Stock as Series A Convertible Preferred Stock and had issued shares.
During 2023, the Company changed the terms of this series of stock whereby one (1) share of Series A Convertible Preferred, after a minimum two-year holding period, can be converted into three thousand (3,000) shares of the Company’s common stock and has the same equivalent voting rights. In October 2023, the three top shareholders cancelled shares of common stock and were issued shares of Series A Convertible Preferred Stock. As of December 31, 2025 and 2024, there are shares of Series A Convertible Stock issued and outstanding.
During 2025, the lockup period for this series of stock was extended for four more years, plus optional two-year extension, for any transfer or conversion applicable to all current Series A shareholders as of December 19, 2025. This lockup period would also be applicable to any future holders of this stock.
| F-15 |
Series B Convertible Preferred Stock
The Company previously designated shares of
Preferred Stock as Series B Convertible Preferred Stock and had issued shares.
Series C Non-Convertible Preferred Stock
The Company previously designated shares of Preferred Stock as Series C Non-Convertible Preferred Stock and issued all 50,000 shares.
Special 2020 Series A Preferred
The Company has one share of preferred stock designated
as Special 2020 Series A Preferred, par value $. The holder for the Special 2020 Series A Preferred shall vote with the
holders of both preferred and common stockholders as a single class. The holder is entitled to 60% of all votes. The one share of Series
A is convertible into shares of common stock at any time and is not entitled to dividends. The Company purchased that one
series A preferred share for $
NOTE 11 – STOCK OPTIONS AND WARRANTS
Stock option activity for the years ended December 31, 2025 and 2024 summarized as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||||
| Options outstanding December 31, 2023 | — | |||||||||||||
| Issued | $ | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding December 31, 2024 | ||||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding December 31, 2025 | ||||||||||||||
| Options exercisable December 31, 2025 | $ | |||||||||||||
In connection with a different consulting agreement
dated March 1, 2023, the Company initially agreed to pay shares of common stock, along with a monthly consulting fee.
This common stock was valued at $ on the date of the agreement and was amortized equally over the six-month agreement. On July 1,
2023, the Company and consultant decided to amend the agreement so that the consultant would receive
During the years ended December 31, 2025 and 2024, the Company issued an aggregate and warrants in connection with convertible notes, respectively.
Significant range of inputs and results arising from the Black-Scholes process are as follows for the warrants:
| Quoted market price on valuation date | $ | |||
| Effective contractual strike price | $ | | ||
| Market volatility | ||||
| Contractual term to maturity | Years | |||
| Risk-adjusted interest rate |
Stock warrant activity for the years ended December 31, 2025 and 2024 is summarized as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||||
| Warrants exercisable December 31, 2023 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Warrants outstanding December 31, 2024 | ||||||||||||||
| Warrants outstanding December 31, 2024 | $ | |||||||||||||
| Warrants exercisable December 31, 2024 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Warrants outstanding December 31, 2025 | ||||||||||||||
| Warrants exercisable December 31, 2025 | ||||||||||||||
NOTE 12 – DISCONTINUED OPERATIONS
In 2023, CETI was planning to spin-off the Alvey oil field operations into a new entity. Accordingly, the Company has categorized Alvey as discontinued operations in the consolidated financial statements for the years ended December 31, 2025 and 2024 .
Effective October 14, 2025 the Company completed its spinoff of the Alvey oil field operation to Texas Coastal Energy, Corp. (TCEC) in exchange for 8,600,000 shares of West Texas Resources, Inc (OTCID: WTXR). While this transaction was being negotiated, TCEC completed a reverse merger through which it assumed control and operational stewardship of West Texas Resources, Inc. Operating under the WTXR banner, the company has expanded its portfolio of producing oil and gas wells and reinforced its strategy to revitalize legacy oil fields across Texas. The acquisition of the Alvey oil field further accelerates WTXR’s growth trajectory.
The Alvey oil field was originally acquired by CETI as a pilot site to test and refine its proprietary oil production enhancement technologies. Those efforts proved instrumental in demonstrating broader applications—extending beyond oil field optimization into large-scale remediation of contaminated oil, sludge, soil, and wastewater. As CETI’s technology and strategy have evolved, the Alvey asset no longer aligned with the Company’s core focus. By spinning off the Alvey asset, CETI can fully dedicate its resources to advancing a growing portfolio of domestic and international remediation projects. At the same time, CETI and its shareholders retain the opportunity to participate in the future value of the Alvey oil field through its continued development by a company with deep expertise in oil and gas production—ensuring the asset has a better chance to realize its full potential while CETI concentrates on its primary growth markets.
| F-16 |
The assets, liabilities and results of operations related to Alvey, previously shown in discontinued operations, have been removed from Cyber Enviro-Tech, Inc. consolidated results of operations for the year ended December 31, 2025 and 2024.
Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Total revenue | $ | $ | ||||||
| Total cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ( | ) | ( | ) | ||||
| Loss on sale of Alvey oil field | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Loss before tax expense | ( | ) | ( | ) | ||||
| Tax expense | ||||||||
| Loss from operations of discontinued operations | $ | ( | ) | $ | ( | ) | ||
The assets and liabilities of the discontinued operations at December 31, 2025 and 2024 are summarized below:
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Property and equipment, net | $ | $ | ||||||
| Texas Railroad Commission bond | ||||||||
| Assets of discontinued operations, non-current | ||||||||
| Total assets | $ | $ | ||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Note payable, current maturities | ||||||||
| Liabilities of discontinued operations, current | ||||||||
| Estimated asset retirement obligation | ||||||||
| Liabilities of discontinued operations, non-current | ||||||||
| Total liabilities | $ | $ | ||||||
Property and equipment, at cost, for the discontinued operations consisted of the following at December 31, 2025 and 2024:
December 31, 2025 | December 31, 2024 | Useful Lives | ||||||||
| Equipment | $ | $ | ||||||||
| Vehicles | ||||||||||
| Well development costs | * | |||||||||
| Less accumulated depreciation | ( | ) | — | |||||||
| Property and equipment, net | $ | $ | — | |||||||
* Once full production
begins, Well development costs were to be depreciated using the units-of-production method based on barrels of oil produced. Full production
did not occur so no depreciation was ever taken on this asset. In addition, as of December 31, 2024, it was determined the fair value
of the Well Development costs exceeded their fair value and were written down by $
Depreciation expense for the discontinued
operations for the years ended December 31, 2025 and 2024 was $nil and $
Oil and Gas Producing Activities
The Company uses the successful efforts
method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development
wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a
units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological
and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs
are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial
quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is
recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is
recognized for all other sales of producing properties. There were capitalized costs of nil and $
| F-17 |
Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the years ended December 31, 2025 and 2024, there was no impairment to unproved properties. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties. For the years ending December 31, 2025 and 2024, there was no gain or loss recognized for sales of unproved properties.
Costs associated with development wells that are
unevaluated or are waiting on access to transportation or processing facilities were reclassified into developmental wells-in-progress
("WIP"). These costs are not put into a depletable field basis until the wells are fully evaluated or access is gained to transportation
and processing facilities. Costs associated with WIP are included in the cash flows from investing as part of investment in oil and gas
properties. At December 31, 2025 and 2024,
Depreciation, depletion and amortization of proved
oil and gas properties is calculated using the units-of- production method based on proved reserves and estimated salvage values. During
the years ended December 31, 2025 and 2024, the Company recorded
The Company reviews its proved oil and natural gas
properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have
occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future
cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying
amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties
to fair value. During the years ended December 31, 2025 and 2024, there was
To cover the estimated future asset retirement obligations
("ARO") related to its oil and gas properties, the Company maintains a $
Effective October 14, 2025 the Company completed its spinoff of the Alvey oil field operation to Texas Coastal Energy, Corp. (TCEC). The assets, liabilities and results of operation including the aforementioned bond, related to the Alvey oil field, previously shown in discontinued operations, have been removed from Cyber Enviro-Tech, Inc. consolidated results of operations.
NOTE 13 – INCOME TAXES
Deferred taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards
and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income
tax rate of
Income taxes consist of the following components as of:
| December 31, 2025 | December 31, 2024 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: Valuation Allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2025 and 2025, due to the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: Valuation Allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
| F-18 |
At December 31, 2025, the Company had a total
net operating loss carry forwards of $
Utilization of the Company’s net operating loss carryforwards may be subject to annual limitations under Section 382 of the Internal Revenue Code if the Company has experienced, or experiences in the future, an ownership change. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 14 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 19, 2026, the date the consolidated financial statements were available to be issued. The following subsequent events were identified as potentially being material and requiring disclosure:
Subsequent to December 31,
2025, the Company entered into new loan arrangements with various lenders totaling $
| · | a $35,000 loan repayable in equal weekly installments of $2,226 over 25 weeks; |
| · | a $110,000 convertible promissory note maturing on March 17, 2027, which is immediately convertible into shares of the Company’s common stock based on a variable conversion formula tied to market prices; |
| · | a $110,000 convertible promissory note maturing on March 30, 2027, which becomes convertible 165 days after issuance and includes variable conversion pricing based on market prices, with interest payable in shares of the Company’s common stock; and |
| · | three additional notes totaling $65,600 from Kim N Southworth, the wife of CETI’s CEO, consisting of: (i) a $28,000 note bearing interest at 25% per month for the first two months; (ii) a $17,600 note with an upfront loan fee of $2,000 plus $1,000 per month for two months; and (iii) a $20,000 note with an upfront loan fee of $2,000 plus $1,000 per month for two months. |
On January 12, 2026, the
Company commenced a Regulation A offering of up to
On March 11, 2026, the Company issued one share of Special 2025 Series A Preferred Stock to Kim D. Southworth, the Company’s Chief Executive Officer. The Special 2025 Series A Preferred Stock was issued for voting control purposes.
On March 17, 2026, Dan Leboffe resigned as Chief Financial Officer, and Deborah Casper-Stone was appointed Chief Financial Officer. On April 30, 2026, Deborah Casper-Stone resigned as Chief Financial Officer, and Dan Leboffe was reinstated as Acting Chief Financial Officer.
On March 20, 2026, the Company
entered into an Equity Purchase Agreement with Monroe Street Capital Partners, LP. Pursuant to the agreement, the Company has the right,
but not the obligation, to sell to Monroe Street Capital Partners, LP up to $
On April 3, 2026, the Company
created a new class of preferred stock designated as Series D Convertible Preferred Stock, with
On April 6, 2026, Dan Leboffe resigned from the Company’s Board of Directors and joined the Company’s newly created Advisory Board. Also on April 6, 2026, the Company announced the creation of its Advisory Board and appointed Brian Feingold and Dan Leboffe as members. Mr. Leboffe, the Company’s former Chief Financial Officer and former director, transitioned to the Advisory Board. Mr. Feingold has over 30 years of experience across emerging technologies and global markets, including strategic alliances, mergers and acquisitions, capital formation, and electrical engineering.
On April 7, 2026, the Company appointed Brianna Stoecklein, Chief Executive Officer of AirPower USA, to the Company’s Board of Directors. Ms. Stoecklein’s appointment is intended to support the Company’s strategic alignment with its exclusive AirPower manufacturing and distribution agreement. In addition, the Company provided AirPower USA 5.5M common shares of stock and 40K shares of Series A Preferred stock as collateral on the agreement.
| F-19 |
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
While there are no disagreements with the former accountants, the Company did switch accountants due to the former accountant, Accell Audit and Compliance, P.A. (“Accell”) ceasing to provide PCAOB audit services. It is our understanding that certain of the audit principals of Accell are now a part of Astra Audit and Advisory, LLC, and as such we are making this change in auditors to accommodate their transition. Accell issued the auditor’s report on the Company’s consolidated financial statements for the years ended December 31, 2023 and 2022.
Effective August 12, 2024, the Board of Directors of the Company approved the appointment of Astra Audit & Advisory LLC., as its independent registered public accountant for the quarters ending June and September of 2024 and the year ended December 31, 2024. During the Company’s most recent fiscal years ended December 31, 2023 and 2022 and subsequent interim periods through the date of appointment, neither the Company nor anyone acting on its behalf has consulted with Astra Audit & Advisory LLC with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (ii) any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 9A: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2025.
Based on this evaluation, these officers concluded that, as of December 31, 2025 these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission. The conclusion that our disclosure controls and procedures were not effective was due to the Company lacking in pre-planning for expenses and documentation of all transactions.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
| 13 |
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, an issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| (1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; and |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer. |
Under the supervision of our chief executive officer, being our principal executive officer, and our chief financial officer, being our principal financial officer we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal controls over financial reporting had strengthened during the year ended December 31, 2025 , but were not effective at December 31, 2025.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a more than remote possibility that a misstatement of our company's annual or interim consolidated financial statements could occur. In its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:
| (1) | inadequate segregation of duties and ineffective risk assessment; and
| |
| (2) | insufficient written policies and procedures for documenting all transactions with vendors. |
Our management is currently evaluating remediation plans for the above deficiencies. The Company anticipates revenue growth in 2026 and expects to increase hiring which will provide better segregation of duties and internal controls.
ITEM 9B. OTHER INFORMATION.
During the Company’s fourth quarter,
no director or officer
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers of Cyber Enviro-Tech, Inc.
The following sets forth information about our directors and executive officers:
| NAME | AGE | POSITION/INITIAL ELECTION | APPOINTMENT DATE | |||||
| Kim D. Southworth | 66 | Chief Executive Officer and Director | September 3, 2020 | |||||
| Dan Leboffe | 68 | Chief Financial Officer |
February 7, 2022 | |||||
| Don Gritten | 42 | Director | July 3, 2025 | |||||
| Brook Brost | 32 | Director | June 6, 2025 to July 3, 2025 | |||||
| 14 |
Kim D. Southworth, Chief Executive Officer and Director
Kim D. Southworth, CEO – Mr. Southworth has more than 38 years in the corporate world, holding key roles in management, administration and corporate finance. He is the founder and senior partner of Advanced Business Strategies, a venture catalyst firm assisting early stage, high growth technology companies in the development, expansion, and execution of their business plans. He has served as founder, president, CEO and consultant for numerous companies and industries, including oil & gas, biotech, instore digital music and advertising, ballistic armor and fuel treatment technologies.
| · | 2020 to Present, Mr. Southworth is a co-founder, director and Chief Executive officer of the Cyber Enviro-Tech, Inc. a Wyoming company formerly, Global Environmental Technologies, Inc., prior to a name change in 2021. At Cyber Enviro-Tech, Mr. Southworth leads the strategic business plan development and execution, corporate capitalization, investment structuring, strategic partnership development, joint venture relationships, corporate filings, public auditing review, mergers and acquisitions. |
| · | August 2017 to April 2020, Mr. Southworth was a founder, director and CEO of Applied Logic Filtration, LLC. A Utah limited liability company in business to become an R&D water filtration technology Company. Mr. Southworth spent approximately 2 years bringing together numerous technologies from around the world to develop, design and engineer a unique and proprietary industrial wastewater filtration system. |
| · | 2016 to 2018, Mr. Southworth was a director and President of Gold Standard Mining Company. |
Gold Standard Mining Company (“GSMC”) or the “Company” incorporated in the State of Nevada on August 22, 2016. Mr. Southworth incorporated the company, hired accountants and attorney for the propose of developing business activities described as a “blank check”. The company filed an S-1 as a blank check company with the Securities and Exchange Commission. The company went effective on its S-1 on September 27, 2017. On February 20, 2019, Mr. Southworth resigned as the President of Gold Standard Mining Company and had no further ownership or involvement with management of the company.
Dan Leboffe, Chief Financial Officer
Mr. Leboffe joined the Company in the capacity of Chief Financial Officer earlier in 2022. He brings to CETI a diverse background in his 40+ years of business experience. His experience includes audit/tax work with (then) Price Waterhouse, over ten years of marketing/sales experience with various Fortune 1000 consumer packaged goods companies and overseeing training for publicly traded real estate company ZipRealty. Mr. Leboffe’s entrepreneurial ventures include a construction accounting software reseller, high-performance boat manufacturer Spectre, real estate development and business consulting.
| · | 2020 to Present: CFO (as of February 2022) and
consultant (2020 to 2022) for CETI. Primarily focused on financial modeling, investor presentations, business strategy and filings with OTC Markets and the SEC. |
| · | 2017 to 2020: Co-founded two business consulting firms – Path Capital Advisors, LLC and AscentCore Group LLC. Both organizations focus on growth and capital advisory services for CEOs, board of directors and business owners. In addition, he has individually provided consulting services to both Realogy, Inc and Homeward Inc both in the real estate industry. |
| · | Education background. BS in Accounting from University at Albany, MBA from The Wharton School of the University of Pennsylvania |
| · | Certifications. Formerly a Certified Public Accountant in the State of New York with Price Waterhouse |
| · | Community: For the last seven years, he has been the Treasurer for Everybody Matters, an organization that teaches coping skills to emotionally vulnerable youths in the public school system. |
| 15 |
Don Gritten, Director
Mr. Donald (“Don”) Gritten Jr. has served as a Director of Cyber Enviro Technologies, Inc. (OTCQB: CETI) since June 2024. Mr. Gritten is a business leader, strategist, and post-M&A consultant with over two decades of experience guiding multi-state and international ventures. He is recognized for corporate transformation and turnaround leadership, including stabilizing distressed operations and scaling companies through disciplined execution. A former U.S. Army Sergeant, Mr. Gritten has played key roles in eight businesses and has helped guide two companies through public listings, one on the U.S. OTC markets and another on the Australian Securities Exchange (ASX). He previously served as Co-Founder and President/Chief Executive Officer of Botanic Wellness Ltd. (ASX) from 2020 to 2024 and Co-Founder and President/Chief Executive Officer of Live Opulent Inc. from 2018 to 2023.
Selected Experience
- Dec 2024 to Present: GM, Director, Cyber Enviro Technologies, Inc. (OTCQB: CETI).
- 2020 to 2024: Co-Founder and President/Chief Executive Officer, Botanic Wellness Ltd. (ASX).
- 2018 to 2023: Co-Founder and President/Chief Executive Officer, Live Opulent Inc.
- U.S. Army: Served as a Sergeant.
Item 11. Executive Compensation.
The following table sets forth the compensation of our Executive Officers for the years ending December 31, 2025 and 2024 these amounts were paid as consulting fees.
Summary Compensation Table:
| Name And Principal position | Year | Salary($) | Bonus($) | Stock Awards($) | Option Awards($) | Non-Equity Incentive Plan Compensation($) | Nonqualified Deferred Compensation Earnings($) | All Other Compensation($) | Total($) | |||||||||||||||||||||||||||
| Kim D. Southworth, Director & CEO | 2025 | $ | 120,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 120,000 | |||||||||||||||||||
| 2024 | $ | 120,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 120,000 | ||||||||||||||||||||
| Dan Leboffe, Director & Treasurer | 2025 | $ | 102,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 102,000 | |||||||||||||||||||
| 2024 | $ | 102,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 102,000 | ||||||||||||||||||||
| Don Gritten, Director | 2025 | $ | 50,400 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 50,400 | |||||||||||||||||||
| 2024 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| TJ Agardy, (Former President) | 2025 | $ | 49,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 49,000 | |||||||||||||||||||
| 2024 | $ | 120,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 120,000 | ||||||||||||||||||||
Employment Agreements
None
Consulting Agreements
The officers of the Company are currently paid as consultants of the Company.
On July 27, 2025 the Company entered into a consulting agreement with Marshall Welch, for professional services wherein the Company paid 50,000 common shares.
On August 23, 2025 the Company entered into a consulting agreement with Deborah Casper-Stone, for professional services wherein the Company paid 50,000 common shares. Deborah Casper-Stone was appointed Chief Financial Officer on March 17, 2026.
| 16 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following tables set forth certain information regarding beneficial ownership of our stock as of December 31, 2025, by (i) each person who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each class of our voting stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. We believe that each individual or entity named has sole investment and voting power with respect to the stock indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted:
As of December 31, 2025, 128,889,309 shares of common stock were issued and outstanding:
| Name and Address (1) | Number of Shares Beneficially Owned | |||||||
| Kim D. Southworth, CEO and Director | 9,983,333 | 7.7 | % | |||||
| TJ Agardy, former President and Director | 7,372,500\ | 5.7 | % | |||||
| Dan Leboffe, CFO and Treasurer | 4,648,352 | 3.6 | % | |||||
| Winston McKeller, Director IR/PR | 250,000 | 0.2 | % | |||||
| Officers and Directors as a group (4 people) | 22,254,185 | 17.3 | % | |||||
Item 13. Certain Relationships and Related Transactions, and Director Independence
At December 31, 2025 and 2024, the Company had a convertible note payable for $22,000 with a related party. The note is unsecured, non-interest bearing and is convertible into shares of common stock at $0.001.
In September 2023, a related party loaned $153,989 to CETI. The loan is currently due and has interest only payments at 12.5%. The first six months interest was paid and is being amortized over the six-month period of time. This note is currently in default.
During the years ended December 31, 2025 and 2024, the Company paid various related parties for consulting services in the amounts of $421,510 and $409,850 respectively. For the years ended December 31, 2025 and 2024, nil and $30,000, respectively, of the consulting fees were capitalized in property and equipment under well development costs.
Director Independence
We are not currently a “listed company” under SEC rules and are therefore not required to have a Board comprised of a majority of independent directors or separate committees comprised of independent directors. We currently do not have any independent directors as the term “independent” is defined by the rules of the Nasdaq Stock Market.
Item 14. Principal Accountant Fees and Services.
The following table sets forth fees billed to us for principal accountant fees and services for years ended December 31, 2025 and 2024.
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Audit Fees | $ | 120,195 | $ | 89,055 | ||||
| 17 |
Item 15. Exhibits.
(a) Exhibits
The following exhibits are filed with this Report on Form 10-K:
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit No. | Exhibit Description | Form | Date Filed | Number | Herewith | |||||
| 3.1 | Articles of Incorporation, as currently in effect | S-1 | 9/22/2022 | 3.1 | ||||||
| 3.2 | Bylaws as currently in effect | S-1 | 9/22/2022 | 3.2 | ||||||
| 19.1 | Insider Trading Policy | 10-K | 4/14/2025 | 19.1 | ||||||
| 31.1 | Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
| 31.2 | Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
| 32.1 | Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | XX | ||||||||
| 101.INS | Inline XBRL Instance Document | X | ||||||||
| 101.SCH | Inline XBRL Instance Schema | X | ||||||||
| 101.CAL | Inline XBRL Instance Calculation Linkbase | X | ||||||||
| 101.DEF | Inline XBRL Instance Definition Linkbase | X | ||||||||
| 101.LAB | Inline XBRL Instance Label Linkbase | X | ||||||||
| 101.PRE | Inline XBRL Instance Presentation Linkbase | X | ||||||||
| 104 | The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101). | X | ||||||||
XX Furnished herewith
| 18 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 19, 2026.
| CYBER ENVIRO-TECH, INC. | |
| By: | /s/ Kim D. Southworth |
| Kim
D. Southworth Chief Executive Officer | |
| By: | /s/ Dan Leboffe |
| Dan
Leboffe Chief Financial Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Kim D. Southworth | Chief Executive Officer | May 19, 2026 | ||
| Kim D. Southworth | ||||
| /s/ Dan Leboffe | Chief Financial Officer | May 19, 2026 | ||
| Dan Leboffe |
| 19 |