[10-Q] Cyber Enviro-Tech, Inc. Quarterly Earnings Report
Cyber Enviro-Tech, Inc. reported Q3 2025 results with a net loss of $798,118 and a nine‑month net loss of $2,929,490. The company recorded no revenue in the quarter while operating expenses reached $523,752, driven by consulting and general costs.
Liquidity remains tight: cash was $137,997 as of September 30, 2025. Total liabilities were $5,446,204 versus assets of $4,446,641, resulting in a stockholders’ deficit of $(999,563). Debt expanded, with total debt of $3,767,744 and a derivative liability of $459,769. Interest expense for the nine months was $1,121,390. The company raised $3,093,000 in convertible notes during the period.
Management disclosed “substantial doubt” about the ability to continue as a going concern. Discontinued operations (Alvey oil field) posted a nine‑month loss of $268,857, and CETI plans to spin them into Texas Coastal Energy. 127,757,823 shares were issued and outstanding as of November 13, 2025.
- None.
- None.
Insights
Losses, leverage, and a going‑concern warning elevate risk.
CETI reported continued losses with
Cash was
Discontinued operations (Alvey) lost
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Or
For the transition period from ___________ to ___________
Commission file number:
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Securities registered pursuant to Section 12(b) of the Act: None
Common Stock, par value $0.001 per share
(Title of Class)
Indicate
by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically if any, every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
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Indicate by checkmark 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.
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| ☐ | Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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Indicate
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At
November 13, 2025 there were
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION | 1 | ||
| Item 1. | Consolidated financial statements | 1 | ||
| Consolidated Balance Sheets at September 30, 2025 (unaudited) and December 31, 2024 (audited) | 1 | |||
| Consolidated unaudited Statements of Operations for the three and nine months ended September 30, 2025 and 2024 | 2 | |||
| Consolidated unaudited Statements of Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 | 3 | |||
| Consolidated unaudited Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | 4 | |||
| Notes to unaudited Consolidated financial statements | 5 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 28 | ||
| Item 4. | Controls and Procedures | 28 | ||
| PART II. | OTHER INFORMATION | 29 | ||
| Item 1. | Legal Proceedings | 29 | ||
| Item 1A. | Risk Factors | 29 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 | ||
| Item 3. | Defaults Upon Senior Securities | 33 | ||
| Item 4. | Mine Safety Disclosures | 33 | ||
| Item 5. | Other Information | 34 | ||
| Item 6. | Exhibits | 34 | ||
| SIGNATURES | 35 | |||
PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
CYBER
ENVIRO-TECH, INC.
CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Loan receivable | ||||||||
| 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’ EQUITY (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 | ||||||||
| Note payable, less current maturities | ||||||||
| Convertible notes payable, net of discount of $ | ||||||||
| Derivative liability | ||||||||
| Liabilities of discontinued operations, non-current | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Series A Convertible Preferred Stock, par value $ | ||||||||
| Series B Convertible Preferred Stock, par value $ | ||||||||
| Series C Non-convertible, Preferred Stock, par value $ | ||||||||
| Special 2020 Series A Preferred Stock, par value $ | ||||||||
| share authorized; | ||||||||
| Common Stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Common stock to be issued | ||||||||
| Treasury stock, at cost | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Controlling interest | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 1 |
CYBER ENVIRO-TECH,
INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Three Months Ending | Nine Months Ending | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 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 | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain on extinguishment of derivative liability | ||||||||||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Discontinued Operations: | ||||||||||||||||
| Loss from operations of discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Loss from Operations of Discontinued Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss attributable: | ||||||||||||||||
| Loss attributable to noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to common stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income (Loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 2 |
CYBER ENVIRO—TECH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024
(Unaudited)
| Preferred | Common Stock | Common Stock to be Issued | Accumulated | Non-Controlling | ||||||||||||||||||||||||||||||||||||||||
| Description | Shares | Amt | Shares | Amt | APIC | Shares | Amt | Treasury | Deficit | Interest | Total | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | — | $ | |||||||||||||||||||||||||||||||
| Shares issued from prior periods | — | — | ( | ) | ( | ) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued for cash | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | — | ( | ) | ( | ) | — | — | — | |||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Noncontrolling interest contribution | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | — | |||||||||||||||||||||||||||||||||
| Shares issued from prior periods | — | — | ( | ) | ( | ) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued for cash | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Noncontrolling interest contribution | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued for cash | — | — | ( | ) | ( | ) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued for services | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Warrants issued for services | — | — | ( | ) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Warrants issued for convertible notes payable | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Shares issued for interest | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable | — | — | ( | ) | ( | ) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | — | ( | ) | ( | ) | — | — | — | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Ending Balance September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Shares issued for cash | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Warrants issued for services | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Warrants issued for convertible notes payable | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Shares issued for interest | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable | — | — | ( | ) | ( | ) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 3 |
CYBER ENVIRO-TECH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| For the Nine Months Ending | ||||||||
| September 30, | September 30, | |||||||
| 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 | ( | ) | ( | ) | ||||
| Stock compensation | ||||||||
| Warrants issued for services | — | |||||||
| Amortization of debt discount | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Contingent liability | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Interest receivable | ( | ) | ( | ) | ||||
| Accounts receivable | — | ( | ) | |||||
| Accounts payable | ||||||||
| Accrued interest | ||||||||
| Net cash from operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase or capitalization of property and equipment | ( | ) | ( | ) | ||||
| Cash issued for notes receivable | ( | ) | ( | ) | ||||
| Cash received from non-controlling interest contribution | ||||||||
| Net cash from financing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Shares issued for cash | ||||||||
| Shares issued for interest | ||||||||
| Proceeds from notes payable | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Repayment of convertible notes payable | ( | ) | ( | ) | ||||
| Repayment of note payable | ( | ) | ( | ) | ||||
| Net cash from 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 financing 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 | $ | $ | ||||||
| Cash paid for tax | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Shares issued or to be issued for conversion of convertible notes payable and accrued interest | $ | $ | ||||||
| Shares issued for contingent liability | $ | ( | ) | $ | ||||
| Derivative liability | $ | $ | ||||||
| Debt discount on convertible notes payable | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 4 |
CYBER ENVIRO-TECH,
INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Cyber Enviro-Tech, Inc. (“CETI” or the “Company”) is a publicly held water science technology company that designs water purification solutions for commercial applications and industries with an initial emphasis on the oil & gas industry. The corporate headquarters are located in Scottsdale, Arizona.
On September 3, 2020, Synergy Management Group, LLC
(“Synergy”) and Global Environmental Technologies, Inc. (“Global”), which was formed on April 20, 2020, entered
into a securities purchase agreement, whereby Synergy sold its share of Special 2020 Series A preferred stock and its one-half share of
Series C preferred stock to Global for $
In February 2025, CETI formed a wholly-owned Turkish subsidiary, Cyber International Ltd, with an office in Istanbul. 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 in these entities but they were formed to enable CETI to effectively manage its international contacts.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The unaudited consolidated financial statements and related disclosures as of September 30, 2025, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In managements’ opinion, these unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2024, and 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 14, 2025. The results of operations for the nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full year ended December 31, 2025.
Principles of Consolidation
The unaudited consolidated financial statements include the accounts of CETI and CETI Axenic, Inc (“Axenic”). Axenic is a majority owned subsidiary of CETI. All significant intercompany balances and transactions have been eliminated.
Use of estimates
The preparation of unaudited 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 unaudited 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.
| 5 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
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.
Cash equivalents
The Company considers all highly liquid investments
with an original maturity date of three months or less when purchased to be cash equivalents. There were
Property and Equipment
Property and equipment is recorded at cost. Cost of improvements that substantially extend the useful lives of the assets are capitalized. These costs are depreciated starting when the asset is put into service and is depreciated on a straight-line basis over its estimated useful life. Maintenance and repair costs are expensed when incurred. When property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts.
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 unaudited consolidated statements of operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the unaudited consolidated balance sheets, including the comparative prior year period. The Company is in the process of spinning off its oil field operations known as the Alvey oil field (“Alvey”). Alvey’s cash flows are reflected as cash flows from discontinued operations within the Company’s unaudited consolidated statements of cash flows for each period presented.
Amounts presented in discontinued operations have been derived from the Company’s unaudited consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of Alvey. The discontinued operations exclude general corporate allocations.
Loan Receivable
CETI
provided two Short-Term Capital Bridge Loans 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 Accounting Standards Codification (“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.
Intangible Assets
The Company recognizes intangible assets in accordance with ASC 350 which deals with accounting for indefinite-lived intangible assets other than goodwill. Intangible assets are defined as identifiable non-monetary assets without physical substance, acquired through purchase, internally generated, or acquired as part of a business combination, which provide future economic benefits and are under the control of the Company.
| 6 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
Intangible assets with finite useful lives are amortized over their estimated useful lives on a straight-line basis, unless another systematic and rational method better represents the consumption of the economic benefits. Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually or more frequently if there are indications of impairment.
The Company reviews intangible assets for indicators of impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized if the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Any impairment loss is recognized in the unaudited consolidated statements of operations. Upon impairment, the carrying amount of the intangible asset is reduced to its recoverable amount.
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 unaudited 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 unaudited consolidated balance sheets and as a separate component of net income in the unaudited consolidated statements of operations.
Non-controlling interests represent the portion of equity in subsidiaries that is not attributable, directly or indirectly, to the Company.
Stock-based Compensation
The
Company applies the fair value method of Financial Accounting Standards Board (“FASB”) 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 three
and nine months ended September 30, 2025 and 2024, the Company recorded approximately $
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 unaudited 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.
| 7 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2025:
| Schedule of derivative liability | ||||||||||||||||||
| 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 measured 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 liability 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.
Net income (loss) per common share
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:
| Schedule of diluted net income (loss) per share available to common stockholders | ||||||||
| Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Common stock to be issued | ||||||||
| Convertible notes payable | ||||||||
| Preferred stock | ||||||||
| Total | ||||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Common stock to be issued | ||||||||
| Convertible notes payable | ||||||||
| Preferred stock | ||||||||
| Total | ||||||||
| 8 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
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.
Advertising Costs
Advertising costs are accounted for in accordance with ASC 720-35, Advertising Costs, which requires that such costs be expensed as incurred unless they meet the criteria for capitalization. Prepaid advertising costs may be recorded as assets if payment is made in advance of the advertisement and the benefit is expected to be realized in a future period.
The
Company had
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 unaudited 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 November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, enhancing segment expense transparency. The update requires public entities to disclose significant segment expenses regularly provided to the chief operating decision maker and extends certain annual segment disclosures to interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with interim period application required starting after December 15, 2024, and early adoption permitted. The Company adopted this guidance as of January 1, 2024 and it is not expected to have a material impact but it is adopted in these financials.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The update requires public entities to implement the new income tax disclosure standard, which becomes effective for December 31, 2025 financial statements. The Company does not believe this accounting pronouncement will have been a material impact on its financial position or results of operations.
| 9 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
NOTE 3 – GOING CONCERN
The Company’s unaudited 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, investment in equipment and other obligations. 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. However, the Company is in the process of filing an S-1 to give it the ability to raise funds through sale of stock. 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 unaudited 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.
In April 2025, the Company received notice of litigation regarding its potential purchase of a salt water disposal facility in 2024 that it decided not to pursue. The outcome of this litigation is undetermined at this time but the Company believes that its counterclaims will exceed whatever the plaintiff is asking for therefore no accrual has been made as of September 30, 2025.
In December 2021, the Company entered into
an agreement to operate the wells on the Alvey Oil Field. Under this agreement, the Company owes a contingent amount based upon
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 cash
and shares to satisfy that guarantee. For the second investor, the Company accrued a liability as of September 30, 2025 and December
31, 2024 for the difference between the share price on those dates and the guaranteed share price. The guarantees are presented as
Contingent liabilities of approximately $
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
| 10 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
NOTE 5 – PROPERTY AND EQUIPMENT
As of September 30, 2025 and December 31, 2024, property and equipment consisted of the following:
| Schedule of property and equipment | ||||||||||
| September 30, 2025 | September 30, 2024 | Useful Life | ||||||||
| Equipment | $ | $ | ||||||||
| Vehicles | | |||||||||
| Less accumulated depreciation | ( | ) | ||||||||
| Total | $ | $ | ||||||||
There 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
| Schedule of debt | ||||||||
| September 30, 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 debt maturity and the years in which the debt is scheduled to mature:
| Schedule of debt maturity | ||||||
| Amount | ||||||
| 2025 | $ | |||||
| 2026 | ||||||
| 2027 | ||||||
| $ | ||||||
Notes payable
In
February 2021, the Company purchased certain oil and gas production equipment in the Alvey Oil Field. The total purchase price was $
| 11 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
In December 2023, the Company borrowed $
In
September 2023, a related party issued a loan to the Company for a total amount of $
In
March 2024, the Company had two loans payable to an individual. One loan was paid off in December 2024 and the other of $
In
February 2025, an investor made a short-term loan to the Company for $
At September 30, 2025 and December 31, 2024, the
Company had drawn down $
Convertible notes payable
In
2020, the Company executed a convertible note payable with a related party for $
During
the year ended December 31, 2022, the Company received $
During
the year ended December 31, 2023, the Company raised a net of $
During
2024, the Company raised a net of $
| 12 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
During 2024, the Company converted $
During
the first nine months of 2025, the Company raised $
All notes payable and convertible notes payable are unsecured.
NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS
Embedded derivatives
The Company’s convertible notes payable gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.
The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of September 30, 2025 and December 31, 2024 and the amounts that were reflected in results of operations related to derivatives for the period ended:
| Schedule of derivative liabilities | ||||||||
| September 30, 2025 | ||||||||
| The financings giving rise to derivative financial instruments | Indexed Shares | Fair Value | ||||||
| Embedded derivatives | $ | |||||||
| Total | $ | |||||||
| December 31, 2024 | ||||||||
| The financings giving rise to derivative financial instruments | Indexed Shares | Fair Value | ||||||
| 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 three and nine months ended September 30, 2025 and 2024:
| Schedule of changes in gain loss fair values of the derivative financial instruments | ||||||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Embedded 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, which approximates the Monte Carlo Simulations, a 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.
| 13 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
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:
| Schedule of embedded derivatives | ||||||||||||||||||||||||
| Inception Date October 10, 2024 Note | Period Ended December 31, 2024 | Inception Date January 3, 2025 Note | Inception Date June 10, 2025 Note | Inception Date September 22, 2025 Note | Period Ended September 30, 2025 | |||||||||||||||||||
| Quoted market price on valuation date | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Effective contractual conversion rates | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Contractual term to maturity | | | | |||||||||||||||||||||
| Market volatility: | ||||||||||||||||||||||||
| Volatility | | | | |||||||||||||||||||||
| Risk-adjusted interest rate | % | % | % | % | ||||||||||||||||||||
The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of September 30, 2025 and December 31, 2024.
| Schedule of fair value assumptions | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Balances at beginning of period | $ | $ | ||||||
| Issuances: | ||||||||
| Embedded derivatives | ||||||||
| Gain on extinguishment of derivative liability | ( | ) | ( | ) | ||||
| Changes in fair value inputs and assumptions reflected in income | ( | ) | ( | ) | ||||
| Balances at end of period | $ | $ | ||||||
NOTE 9 – RELATED PARTY TRANSACTIONS
At September 30, 2025 and December 31, 2024, the Company
had a convertible note payable for $
At September 30, 2025 and December 31, 2024, the Company
had accounts payable to various related parties for a total of $
In
September 2023, a related party loaned $
During nine months ended September 30, 2025
and 2024, the Company paid various related parties for consulting services in the amounts of $
NOTE 10 – PREFERRED STOCK
Series A Convertible Preferred Stock
The
Company previously designated
| 14 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
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
Series B Convertible Preferred Stock
The Company previously designated
Series C Non-Convertible Preferred Stock
The Company previously designated
Special 2020 Series A Preferred
The Company has one share of preferred stock designated
as Special 2020 Series A Preferred, par value $
NOTE 11 – STOCK OPTIONS AND WARRANTS
In connection with a consulting agreement dated March
7, 2022, the Company issued
On June 3, 2023,
The following table summarizes the accounting effects of the modification:
| Schedule of accounting effects | ||||
| June 3, 2023 Replacement Award | ||||
| Fair value of new award | $ | |||
| Fair value of original award on modification date | $ | |||
| Incremental cost | $ | |||
| Unrecognized grant-date fair value of original award on modification date | $ | |||
| Cost to be recognized after modification | $ | |||
| Recognition Period | ||||
| 15 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
Significant inputs and results arising from the Black-Scholes process are as follows for the options:
| Schedule of significant inputs and results in options | ||||
| Quoted market price on valuation date | $ | |||
| Exercise price | $ | |||
| Expected life (in years) | | |||
| Equivalent volatility | % | |||
| Interest rates | % | |||
Stock option activity for the three and nine months ended September 30, 2025 and 2024 summarized as follows:
| Schedule of stock option activity | ||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||||
| Options outstanding June 30, 2024 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding September 30, 2024 | $ | |||||||||||||
| Options exercisable June 30, 2025 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding September 30, 2025 | $ | |||||||||||||
Stock option activity for the nine months ended September 30, 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 September 30, 2024 | $ | |||||||||||||
| Options exercisable December 31, 2024 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding September 30, 2025 | $ | |||||||||||||
In connection with a different consulting
agreement dated March 1, 2023, the Company initially agreed to pay
During the year ended December 31, 2024, the
Company issued an aggregate
Significant range of inputs and results arising from the Black-Scholes process are as follows for the warrants:
| Schedule of assumptions | ||||
| Quoted market price on valuation date | $ | | ||
| Effective contractual strike price | $ | | ||
| Market volatility | | |||
| Contractual term to maturity | ||||
| Risk-adjusted interest rate |
| 16 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
Stock warrant activity for three months ended September 30, 2025 and 2024 is summarized as follows:
| Schedule of stock warrant activity | ||||||||||||||
| Number of Shares | Weighted
Average Exercise Price | Weighted
Average Remaining Contractual Life | ||||||||||||
| Warrants exercisable June 30, 2024 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Warrants outstanding September 30, 2024 | ||||||||||||||
| Warrants outstanding September 30, 2024 | $ | |||||||||||||
| Warrants exercisable June 30, 2025 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Warrants outstanding September 30, 2025 | ||||||||||||||
| Warrants exercisable September 30, 2025 | $ | |||||||||||||
Stock warrant activity for nine months ended September 30, 2025 and 2024 is summarized as follows:
| Weighted Average | ||||||||||||||
| Weighted Average | Remaining | |||||||||||||
| Number of Shares | Exercise Price | Contractual Life | ||||||||||||
| Warrants exercisable December 31, 2023 | $ | |||||||||||||
| Issued | — | — | — | |||||||||||
| Exercised | — | — | — | |||||||||||
| Cancelled | — | — | — | |||||||||||
| Warrants outstanding September 30, 2024 | ||||||||||||||
| Warrants outstanding September 30, 2024 | $ | |||||||||||||
| Warrants exercisable December 31, 2024 | $ | |||||||||||||
| Issued | — | — | — | |||||||||||
| Exercised | — | — | ||||||||||||
| Cancelled | — | — | — | |||||||||||
| Warrants outstanding September 30, 2025 | ||||||||||||||
| Warrants exercisable September 30, 2025 | $ | |||||||||||||
NOTE 12 – DISCONTINUED OPERATIONS
CETI is planning to spin-off the Alvey oil field operations into a new entity called Texas Coastal Energy (“TCE”). CETI will receive a stock distribution of TCE common shares and a new investor group will run the operation of TCE. Refer to Subsequent event footnote for further information.
Accordingly, the Company has categorized Alvey as discontinued operations in the unaudited consolidated financial statements.
The operating results for discontinued operations have been presented in the accompanying unaudited consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 as discontinued operations and are summarized below:
| Schedule of discontinued operations consolidated statement of operations | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Total cost of revenue | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Loss before tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax expense | ||||||||||||||||
| Loss from discontinued operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 17 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
The assets and liabilities of the discontinued operations at September 30, 2025 and December 31, 2024 are summarized below:
| Schedule of assets and liabilities of the discontinued operation | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Property and equipment, net (1) | $ | $ | ||||||
| Texas Railroad Commission bond (2) | ||||||||
| Total assets of discontinued operations, non-current | ||||||||
| Total assets | $ | $ | ||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related party | — | |||||||
| Notes payable, current maturities | ||||||||
| Liabilities of discountinued operations, current | ||||||||
| Estimated asset retirement obligation | ||||||||
| Liabilities of discountinued operations, non-current | ||||||||
| Total liabilities | $ | $ | ||||||
| (1) | Property and equipment, net |
Property and equipment, at cost, for the discontinued operations consisted of the following at September 30, 2025 and December 31, 2024:
| Schedule of property and equipment cost, for discontinued operations | ||||||||||
| September 30, 2025 | December 31, 2024 | Useful lifes | ||||||||
| Equipment | $ | $ | ||||||||
| Vehicles | | |||||||||
| Well development cost | ||||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||||
| Property, plan and equipment, net | $ | $ | ||||||||
| · | Once full production begins,
“Well development costs” will be depreciated using the units-of-production method based on barrels of oil produced. As of
September 30, 2025, a minimal amount of oil has been produced and work is ongoing to determine how to get regular production from the
field. In addition, as of December 31, 2024, it was determined the fair value of the Well Development cost exceeded their fair value and
were written down by $ |
Depreciation
expense for the discontinued operations for three and nine month periods
ended September 30, 2025 and 2024 was $
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 $
| 18 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
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 three and nine months ended September 30, 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 nine months ending September 30, 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 are 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 September 30, 2025 and December 31, 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 three and nine months ended September 30, 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 nine months ended September 30, 2025 and 2024, there was
| (2) | Texas Railroad Commission Bond and Estimated Asset Retirement Obligation |
To cover the estimated future asset retirement
obligations ("ARO") related to its oil and gas properties, the Company maintains a $
Revisions to the liability could occur due to changes in estimated abandonment costs, changes in well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells
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
| 19 |
| CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
Income taxes consist of the following components as of:
| Schedule of income taxes | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current obligations | $ | $ | ||||||
| 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 periods ended September 30, 2025 and September 30, 2024, due to the following:
| Schedule of income tax provision | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
At
September 30, 2025, the Company had net operating loss carry forwards of $
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
NOTE 14 – SUBSEQUENT EVENTS
Management has evaluated events and transactions for potential recognition or disclosure through the date the unaudited consolidated financial statements were issued. The following are subsequent events that the Company considers may be material:
| · | New money raised from investors
since September 30, 2025 totaled $ |
| · | The Company is in the process of filing an S-1 Registration statement which, among other things, will give it the ability to raise money through the sale of common stock. |
| · | Effective October 14, 2025 the Company completed its spinoff of the Alvey Oil Field operation to Texas Coastal Energy, Corp. (“TCE”).
While this transaction was being negotiated, TCE completed a reverse merger through which it assumed control and operational stewardship of West Texas Resources, Inc. (OTCID: WTXR). 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 the best chance to realize its full potential while CETI concentrates on its primary growth markets.
The assets, liabilities and results of operation related to Alvey, continue to be shown in discontinued operations as of September 30, 2025. |
| 20 |
CYBER ENVIRO-TECH, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements, including the notes thereto, appearing in this Form 10-Q 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 oil and water filtration technology company that designs water purification solutions for commercial applications and industries
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. Our Internet site is located at: www.cyberenviro.tech. 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.
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.
| 21 |
| 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 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. Our pilot project is an oil field in West Texas. We currently own the mineral rights to a 479- acre, 33-well, located in Callahan County, Texas. In addition, it is anticipated that the Company will soon be testing its water filtration process in Arizona, USA and the Middle East and in meat packing plants in the United States.
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 April 30, 2021
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.
Our pilot project was an oil field in West Texas. We previously owned the mineral rights to a 479- acre, 33-well, located in Callahan County, Texas. This oil field operation know as the Alvey oil field is intended to be spun-off into a new entity in the near future and is shown as discontinued operations in the accompanying unaudited consolidated financial statements. In addition, the Company is continuing the development and testing of its water filtration machine in Texas 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 is on:
| 1) | Executing contracts for water remediation operations in the US and Middle East. |
| 2) | Expanding our water and oil remediation operations in the Middle East and Texas |
| 3) | Completing the development of additional tests with at least one meat packing client |
| 22 |
| CYBER ENVIRO-TECH, INC. |
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 verticals. Prior knowledge of those specific industry issues, water filtration needs, history and relationships developed over many years will enable us to shorten the sales cycle for our water filtration system. As of September 30, 2025 the Company is working with a company in the Middle East as well as with three other individuals who are focused on operations domestically and in South America.
Market Demand and Size - CETI’s water filtration system can be modified to address many of the water contamination issues that exists anywhere in the world. The markets envisioned for the CETI water filtration system, when funds permit, would be both domestic (U.S.) and foreign.
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 year ending December 31, 2024, CETI spent approximately $1.5 million in research and development of our oil/water filtration products and processes and approximately $1.06M in the nine months ended September 30, 2025.
In addition, from 2021 through December 31, 2024, approximately $3.4 million was invested in the Alvey Ranch Oil field to prove our new technologies in opening up the downhole fractures and removing contaminants from the reservoir for increased oil production were capitalized. All costs incurred to keep the Alvey field active, during the nine months ended September 30, 2025 were expensed.
Personnel
As of September 30, 2025, the Company has no employees and 9 full-time and part-time consultants.
| 23 |
| CYBER ENVIRO-TECH, INC. |
Results of Operations for the Three Months Ending September 30, 2025 and 2024:
| Three Months Ended | Three Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | $ | % | |||||||||||||
| Revenue: | ||||||||||||||||
| Gross sales | $ | — | $ | 10,666 | $ | (10,666 | ) | -100.0 | % | |||||||
| Cost of sales | — | 5,265 | (5,265 | ) | -100.0 | % | ||||||||||
| Gross margin | — | 5,401 | (5,401 | ) | -100.00 | % | ||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | 111,303 | 17,500 | 93,803 | 536.0 | % | |||||||||||
| General and administrative | 164,849 | 236,236 | (71,387 | ) | -30.2 | % | ||||||||||
| Consulting | 247,600 | 419,736 | (172,136 | ) | -41.0 | % | ||||||||||
| Total operating expenses | $ | 523,752 | $ | 673,472 | $ | (149,720 | ) | -22.2 | % | |||||||
| Loss from continuing operations | (523,752 | ) | (668,071 | ) | 144,319 | -21.6 | % | |||||||||
| Other Income (Expense): | ||||||||||||||||
| Change in fair value of derivatives | 327,468 | 38,747 | 288,721 | 745.1 | % | |||||||||||
| Loss on issuance of derivative | (553,894 | ) | — | (553,894 | ) | -100 | % | |||||||||
| Gain on extinguishment of derivative liability | 682,930 | — | 682,930 | 100.0 | % | |||||||||||
| Change in fair value of contingent liability | (43,250 | ) | — | (43,250 | ) | -100 | % | |||||||||
| Amortization of intangible assets | — | (28,213 | ) | 28,213 | -100.0 | % | ||||||||||
| Interest income | 4,309 | 2,912 | 1,397 | 48.0 | % | |||||||||||
| Interest expense | (621,666 | ) | (166,984 | ) | (454,682 | ) | 272.3 | % | ||||||||
| Total other income (expense) | (204,103 | ) | (153,538 | ) | (50,565 | ) | 32.9 | % | ||||||||
| Loss from continuing operations | (727,855 | ) | (821,609 | ) | 93,754 | -11.4 | % | |||||||||
| Discontinued Operations: | ||||||||||||||||
| Loss from operations of discontinued operations | (70,263 | ) | (10,280 | ) | (59,983 | ) | 583.5 | % | ||||||||
| Net loss | (798,118 | ) | (831,889 | ) | 33,771 | -4.1 | % | |||||||||
| Net loss attributable: | ||||||||||||||||
| Net loss attributable to noncontrolling interest | (14,564 | ) | (3,645 | ) | (10,919 | ) | 299.6 | % | ||||||||
| Net loss attributable to common stockholders | (783,554 | ) | (828,244 | ) | 44,690 | -5.4 | % | |||||||||
| Net loss | $ | (798,118 | ) | $ | (831,889 | ) | $ | 33,771 | -4.1 | % | ||||||
| 24 |
| CYBER ENVIRO-TECH, INC. |
Professional fees. Professional fees for the three months ended September 30, 2025 increased by $94k, or 536.0%, as compared to the same period in 2024 due to increase in audit and audit-related fees of $19k plus increase of $75k in legal fees 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.
General and administrative Expenses. General and administrative expenses for the three months ended September 30, 2025 decreased by $71k, or 30.2%, compared to 2024. The three months ended September 30, 2024 included $60k in costs for the West Fox Salt Water Disposal Project which was discontinued and $8k for equipment repairs, no associated costs were incurred during the three months ended September 30, 2025.
Consulting fees. Consulting fees decreased by $172k, or 41.0%, due to reduction in consulting fees associated with the Alvey oil field efforts. A total of $65k and $187k are from non-cash, stock-based compensation, for the quarter ended September 30, 2025 and 2024, respectively.
Other income (expense). Changes in other income and expenses are primarily driven by the derivatives for loans taken from one lender. 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 three months ended September 30, 2025, nine new loan was executed resulting in a $554k increase in loss on issuance of derivatives. Additionally, during the three months ended September 30, 2025, nine loan was paid off as compared to two loans paid off during the corresponding period in 2024, resulting in a $683k increase in gain on extinguishment of derivative liability.
Amortization of intangible assets decreased 100% since the underlying asset was fully written off at the end of 2024 and, therefore, no amortization was taken in 2025.
Interest income increased by $1k or 48% over the prior year due to an increase in the underlying receivable due to CETI.
Interest expense increased by $455k, or 272.3% due to convertible notes with derivative components being exercised during the third quarter resulting in recognition of $400k in interest expense. Additionally, we had more convertible notes outstanding at September 30, 2025 as compared to 2024 resulting in greater interest expense.
Loss from continuing operations. The aforementioned changes resulted in a net loss for the quarter of $728k compared to a net loss of $822k in 2024, a decrease of 11.4%. Decreases in operating expenses of $150k were offset by the slight increase in other expenses of $51k resulting in the net change to decrease in loss from continuing operations of $94k as compared to the three months ended September 30, 2024.
Loss from discounted operations. Discontinued operations had a net loss for the quarter of $70k compared to a net loss of $10k in 2024. The increase in loss of $60k resulted from greater field repairs and maintenance in 2025 as compared to the same period in 2024.
| 25 |
| CYBER ENVIRO-TECH, INC. |
Results of Operations for the Nine months Ending September 30, 2025 and 2024
| Nine Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | $ | % | |||||||||||||
| Revenue: | ||||||||||||||||
| Gross sales | $ | — | $ | 10,666 | $ | (10,666 | ) | -100.00 | % | |||||||
| Cost of sales | — | 5,265 | (5,265 | ) | -100.00 | % | ||||||||||
| Gross margin | — | 5,401 | (5,401 | ) | -100.00 | % | ||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | 294,414 | 91,632 | 202,782 | 221.3 | % | |||||||||||
| General and administrative | 650,408 | 784,943 | (134,535 | ) | -17.1 | % | ||||||||||
| Consulting | 1,190,268 | 1,301,909 | (111,641 | ) | -8.6 | % | ||||||||||
| Total operating expenses | $ | 2,135,090 | $ | 2,178,484 | $ | (43,394 | ) | -2.0 | % | |||||||
| Loss from continuing operations | (2,135,090 | ) | (2,173,083 | ) | 37,993 | -1.7 | % | |||||||||
| Other Income (Expense): | ||||||||||||||||
| Change in fair value of derivatives | 186,076 | 20,367 | 165,709 | 813.6 | % | |||||||||||
| Loss on issuance of derivative | (629,108 | ) | (109,043 | ) | (520,065 | ) | 476.9 | % | ||||||||
| Gain on extinguishment of derivative liability | 1,045,502 | 264,539 | 780,963 | 295.2 | % | |||||||||||
| Change in fair value of contingent liability | (18,250 | ) | — | (18,250 | ) | 100.0 | % | |||||||||
| Amortization of intangible assets | — | (84,638 | ) | 84,638 | -100.0 | % | ||||||||||
| Interest income | 11,627 | 7,596 | 4,031 | 53.1 | % | |||||||||||
| Interest expense | (1,121,390 | ) | (587,762 | ) | (533,628 | ) | 90.8 | % | ||||||||
| Total other income (expense) | (525,543 | ) | (488,941 | ) | (36,602 | ) | 7.5 | % | ||||||||
| Loss from continuing operations | (2,660,633 | ) | (2,662,024 | ) | 1,391 | -0.1 | % | |||||||||
| Discontinued Operations: | ||||||||||||||||
| Loss from operations of discontinued operations | (268,857 | ) | (40,386 | ) | (228,471 | ) | 565.7 | % | ||||||||
| Net loss | (2,929,490 | ) | (2,702,410 | ) | (227,080 | ) | 8.4 | % | ||||||||
| Net loss attributable: | ||||||||||||||||
| Net loss attributable to noncontrolling interest | (31,653 | ) | (3,645 | ) | (28,008 | ) | 768.4 | % | ||||||||
| Net loss attributable to common stockholders | (2,897,837 | ) | (2,698,765 | ) | (199,072 | ) | 7.4 | % | ||||||||
| Net loss | $ | (2,929,490 | ) | $ | (2,702,410 | ) | $ | (227,080 | ) | 8.4 | % | |||||
| 26 |
| CYBER ENVIRO-TECH, INC. |
Professional fees. Professional fees increased by $203k, or 221.3%, largely due to an increase in legal fees related to preparation to file an S-1 registration statement as well preparing responses to a lawsuit which arose from the Company’s withdrawal of a project of a salt water disposal facility in Oklahoma. In addition, audit and audit related fees increased by $20k year over year.
General and administrative Expenses. General and administrative expenses for the nine months ended September 30, 2025 decreased by $135k , or 17.1% compared to 2024 largely due to a decrease in advertising and promotion of $83k and utilization of materials related to water sampling of $149k offset by increases travel costs to due to expansion of overseas operations of $100k.
Consulting fees. Consulting fees for the nine months ended September 30, 2025 decreased by $112k, or 8.6%, compared to the nine months ended September 30,2024. This decrease was driven by reduced consulting costs related to the Alvey project and partially offset by an increase in consulting fees related to related to the potential funding of the overseas Green Bond. The portion of consulting fees from non-cash, stock-based compensation, total $448k and $746k for the first nine months of 2025 and 2024, respectively.
Other income (expense). Changes in other income and expenses are primarily driven by the derivatives for loans taken from one lender. For the derivative related accounts, these are driven by loans by the lender that have 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. For the nine months ended September 30, 2025, fair value of derivates decreased by $166k primarily due to having two loans outstanding at September 30, 2024 compared to four loans outstanding at September 30, 2025. Gain on extinguishment of derivative liabilities increased by $781k and partially offset by a loss on issuance of derivatives of $520k, during the nine months ended September 30, 2025 compared to the corresponding period in 2024 primarily related to one convertible debenture which included a derivative component which was converted to stock in March 2025, resulting in an increase in gain of $217k.
Amortization of intangible assets is 100% decreased since the underlying asset was fully written off at the end of 2024 and, therefore, no amortization was taken in 2025.
Interest income increased 53.1% over the prior year due to an increase in the underlying receivable due to CETI.
Interest expense increased by 90.8% over the prior year due several convertible notes with a derivative component that were converted during the nine months ended September 30, 2025, resulting in an increase of $548k in interest expense. This increase was partially offset by increase on loans to three individuals that existed for the nine months ended September 30, 2024 but were mostly paid off during the nine months ended September 30, 2025.
Loss from continuing operations. The aforementioned changes resulted in relatively close losses from continuing operations of $2.66M for the nine months ended September 30, 2025 and 2024, respectively.
Loss from discounted operations. Discontinued operations had a net loss for the nine months ended September 30, 2025 of $269k compared to a net loss of $40k in 2024. The increase in loss of $228k resulted from greater field repairs and maintenance of $176k, equipment rental increase of $15k plus increase in insurance cost of $39k in 2025 as compared to the same period in 2024.
Liquidity and Capital Resources
As of September 30, 2025, the Company had total assets of $4.45M comprised of current assets of $888k, $1.4M in PPE, long term deposits of $114k and $2.03M from the discontinued operations of the Alvey oil field.
Current liabilities of $3.09M consist primarily of accounts payable of $289k, short-term convertible notes payable of $1.68M, accrued interest of $292k, notes payable of $117k and $379k in liabilities from the discontinued operations of the Alvey oil field which is mostly the payable due on the Alvey Oil Field leasehold improvements.
Long term liabilities total $2.4M which is largely comprised of convertible notes payable of $1.8M and derivative liabilities of $460k.
During the nine months ended September 30, 2025, the Company raised a net $3.4M from financing activities, which was reduced by the net change in cash from operating activities used $2.6M, which is primarily comprised of activity related to nine derivate notes and cash used in investing operations of $781k, primarily driven by investment in property plant and equipment of $756k.
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. To help fund operations, the Company is in the process of filing an S-1 to give it the ability to raise funds through sale of stock. 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. As explained in Note 3, 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.
| 27 |
| CYBER ENVIRO-TECH, INC. |
S-1 Registration Statements Effective January 2023 and December 2023
The Company filed an S-1 Registration statement in 2022 and it became effective in January 2023. This gives the Company the right to sell 10 million shares of common stock at $0.40 per share and allowed almost seven million shares of stock from debentures converted in 2022 to become free trading shares. As of November 13, 2025, none of the 10 million shares of common stock have been sold.
The Company filed a second S-1 Registration statement in 2023 and it became effective in December 2023. This registration statement registered securities for consultants, who received shares for services, and some investors, who received shares for either cash or on the conversion of convertible debentures.
Item 3. 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.
Item 4. 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 and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, being September 30, 2025 .
Based on this evaluation, these officers concluded that, as of December 31, 2024 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 was lacking in pre-planning for expenses and documentation of all transactions. As of September 30, 2025, we have made progress towards implementing enhanced controls and procedures.
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.
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 unaudited consolidated financial statements could occur. In its assessment of the effectiveness of our internal control over financial reporting as of September 30, 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 effective 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. During the period covered by this quarterly report on Form 10-Q, we have been able to remediate some of the weaknesses described above. However, we plan to take significant steps to enhance and improve the design of our internal control over financial reporting in the next year.
| 28 |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
As noted in the Commitments and Contingencies section, a lawsuit was filed in April 2025 against CETI. CETI believes it will prevail and therefore no accrual for lawsuit liability has been recorded.
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 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| 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 | |||||||
| 3/24/2023 | New | 300,000 | Common | 0.42 | Joe Isaac, Axiom Group | Services | Restricted | |||||||
| 4/3/2023 | New | 3,000,000 | Common | 0.001 | Joe Isaacs | Services | Unrestricted | |||||||
| 5/23/2023 | New | 250,000 | Common | 0.42 | Joe Isaacs | Services | Restricted | |||||||
| 5/23/2023 | New | 250,000 | Common | 0.38 | Frank Straw | Services | Restricted | |||||||
| 5/23/2023 | New | 250,000 | Common | 0.31 | Markus Miller | Services | Restricted | |||||||
| 5/23/2023 | New | 200,000 | Common | 0.38 | Bruce Moore | Services | Restricted | |||||||
| 5/23/2023 | New | 1,000,000 | Common | 0.38 | US Affiliated Inc, Karen Fowler | Services | Restricted | |||||||
| 7/21/2023 | New | 15,000 | Common | 0.35 | Benjamin Berry | Contingent Liability Paid | Restricted | |||||||
| 10/18/2023 | New | 600,000 | Common | 0.1 | Jaron Mossman & Jode Vallejos JTTEN | Debt conv | Restricted | |||||||
| 10/18/2023 | New | 253,180 | Common | 0.1 | Mark Mitrev | Debt conv | Restricted | |||||||
| 10/18/2023 | New | 101,250 | Common | 0.1 | Jaylen Mossman | Debt conv | Restricted | |||||||
| 10/18/2023 | New | 252,850 | Common | 0.1 | Peter D. Lawrence | Debt conv | Restricted | |||||||
| 10/18/2023 | New | 121,370 | Common | 0.1 | Justin Mossman | Debt conv | Restricted | |||||||
| 11/7/2023 | New | 500,000 | Common | 0.31 | Markus Miller | Services | Restricted | |||||||
| 11/7/2023 | New | 2,000,000 | Common | 0.335 | Serdar Gurel | Services | Restricted | |||||||
| 11/7/2023 | New | 252,580 | Common | 0.1 | McKellar R Trust, Winston McKellar, trustee | Debt conv | Restricted | |||||||
| 11/7/2023 | New | 252,580 | Common | 0.1 | Susan E. Crossett | Debt conv | Restricted | |||||||
| 11/7/2023 | New | 505,050 | Common | 0.1 | Douglas Gore | Debt conv | Restricted | |||||||
| 12/28/2023 | New | 360,000 | Common | 0.25 | Markham and ML Broughton RT, Markham Broughton | Services | Restricted | |||||||
| 12/28/2023 | New | 253,240 | Common | 0.1 | Timothy and Kim Dukes | Debt conv | Restricted | |||||||
| 12/28/2023 | New | 252,470 | Common | 0.1 | Alexander Fil | Debt conv | Restricted | |||||||
| 12/28/2023 | New | 252,360 | Common | 0.1 | Chris Gressinger | Debt conv | Restricted | |||||||
| 12/28/2023 | New | 256,360 | Common | 0.1 | Dwayne Hay | Debt conv | Restricted | |||||||
| 2/2/2024 | New | 1,011,620 | Common | 0.1 | DePrima Donnelly Family Trust, Anthon DePrima, trustee | Debt conv | Restricted |
| 29 |
| 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 | |||||||
| 2/2/2024 | New | 335,850 | Common | 0.1 | Carl R. Vertuca | Debt conv | Restricted | |||||||
| 2/2/2024 | New | 335,780 | Common | 0.1 | Bryan Vertuca | Debt conv | Restricted | |||||||
| 2/28/2024 | New | 252,030 | Common | 0.1 | Jeffrey Kelley | Debt conv | Restricted | |||||||
| 2/28/2024 | New | 302,370 | Common | 0.1 | Leibowitz Living Trust, Alan Leibowitz, trustee | Debt conv | Restricted | |||||||
| 2/28/2024 | New | 336,790 | Common | 0.1 | Dominic Mancini | Debt conv | Restricted | |||||||
| 2/28/2024 | New | 253,680 | Common | 0.1 | David Townley Paton | Debt conv | Restricted | |||||||
| 2/28/2024 | New | 253,240 | Common | 0.1 | Michael Volpe/ Liliane Stachishin-Moura, JTTN | Debt conv | Restricted | |||||||
| 3/12/2024 | New | 505,820 | Common | 0.1 | Paul Stander, SEP-IRA | Debt conv | Restricted | |||||||
| 3/12/2024 | New | 202,020 | Common | 0.1 | Nicole M. Hobbs | Debt conv | Restricted | |||||||
| 3/12/2024 | New | 252,140 | Common | 0.1 | James S Benedict | Debt conv | Restricted | |||||||
| 3/12/2024 | New | 252,090 | Common | 0.1 | Cameron Turner | Debt conv | Restricted | |||||||
| 3/12/2024 | New | 100,710 | Common | 0.1 | Jill B. Mossman | Debt conv | Restricted | |||||||
| 4/2/2024 | New | 256,310 | Common | 0.1 | Dwayne Hay | Debt conv | Restricted | |||||||
| 4/2/2024 | New | 252,310 | Common | 0.1 | JJJ Enterprises, Jeff J. Jorgenson | Debt conv | Restricted | |||||||
| 4/2/2024 | New | 251,700 | Common | 0.1 | Michael B. Schuster | Debt conv | Restricted | |||||||
| 4/2/2024 | New | 126,565 | Common | 0.2 | Business Marketing Group, Brian Foster | Debt conv | Restricted | |||||||
| 4/2/2024 | New | 252,030 | Common | 0.1 | McKellar Revocable Trust, December 17 2012, Donald McKellar III, trustee | Debt conv | Restricted | |||||||
| 4/15/2024 | New | 756,250 | Common | 0.1 | Timothy and Kim Dukes | Debt conv | Restricted | |||||||
| 4/15/2024 | New | 500,760 | Common | 0.1 | Dwayne Hay | Debt conv | Restricted | |||||||
| 4/15/2024 | New | 34,000 | Common | 0.35 | DePrima Donnelly Family Trust, Anthony DePrima, trustee | Debt conv | Restricted | |||||||
| 4/15/2024 | New | 66,000 | Common | 0.35 | Neil Superfon | Debt conv | Restricted | |||||||
| 4/15/2024 | New | 201,360 | Common | 0.2 | Thomas Randall Powell | Debt conv | Restricted | |||||||
| 5/9/2024 | New | 252,910 | Common | 0.1 | Markl Family Living Trust, Barry Markl | Debt conv | Restricted | |||||||
| 5/9/2024 | New | 200,970 | Common | 0.1 | Kaan Brian Gokay | Debt conv | Restricted | |||||||
| 5/9/2024 | New | 253,015 | Common | 0.2 | William and Jennifer Vincent | Debt conv | Restricted | |||||||
| 5/9/2024 | New | 303,555 | Common | 0.2 | TWCI Consulting LLC, Christopher Ingram | Debt conv | Restricted | |||||||
| 5/9/2024 | New | 25,255 | Common | 0.2 | Michael Hay | Debt conv | Restricted | |||||||
| 5/9/2024 | New | 50,505 | Common | 0.2 | Jaye Gene Todd Collier | Debt conv | Restricted | |||||||
| 5/22/2024 | New | 77,285 | Common | 0.2 | Paul Leonard | Debt conv | Restricted | |||||||
| 5/22/2024 | New | 128,645 | Common | 0.2 | David Haley | Debt conv | Restricted | |||||||
| 5/22/2024 | New | 128,535 | Common | 0.2 | Staunton Family 2007 Trust, Richard Staunton, trustee | Debt conv | Restricted |
| 30 |
| 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 | |||||||
| 5/22/2024 | New | 1,285,070 | Common | 0.2 | Chris Cappuccilli | Debt conv | Restricted | |||||||
| 5/22/2024 | New | 12,835 | Common | 0.2 | Dallas Dukes | Debt conv | Restricted | |||||||
| 5/22/2024 | New | 12,835 | Common | 0.2 | T Jordan Dukes | Debt conv | Restricted | |||||||
| 6/11/2024 | New | 513,155 | Common | 0.2 | Michael and Judith Mendoza Revocable Living Trust dated 8 March 2004, Michael Mendoza, trustee | Debt conv | Restricted | |||||||
| Restricted | ||||||||||||||
| 6/11/2024 | New | 127,580 | Common | 0.2 | Jessica Patterson | Debt conv | Restricted | |||||||
| 6/11/2024 | New | 127,140 | Common | 0.2 | F. Stanton Sipes | Debt conv | Restricted | |||||||
| 6/11/2024 | New | 260,305 | Common | 0.2 | Peter Mitrev | Debt conv | Restricted | |||||||
| 6/11/2024 | New | 184,620 | Common | 0.2 | Carlos Eduardo Garcia Enriquez | Debt conv | Restricted | |||||||
| 6/11/2024 | New | 25,785 | Common | 0.2 | Michele Blackman | Debt conv | Restricted | |||||||
| 6/20/2024 | New | 525,320 | Common | 0.2 | Neil Superfon | Debt conv | Restricted | |||||||
| 6/20/2024 | New | 127,905 | Common | 0.2 | Michele Blackman | Debt conv | Restricted | |||||||
| 6/20/2024 | New | 127,330 | Common | 0.2 | Harborside Group Trust, Jim Mead | Debt conv | Restricted | |||||||
| 6/20/2024 | New | 128,730 | Common | 0.2 | Chase Donaldson | Debt conv | Restricted | |||||||
| 6/20/2024 | New | 12,870 | Common | 0.2 | David Paton | Debt conv | Restricted | |||||||
| 6/20/2024 | New | 294,200 | Common | 0.1 | Lawrence Weiss Living Trust, Katherine Lawrence, trustee | Debt conv | Restricted | |||||||
| 7/10/2024 | New | 170,910 | Common | 0.15 | Mark Mitrev | Debt conv | Restricted | |||||||
| 7/10/2024 | New | 407,980 | Common | 0.25 | Neil Superfon | Debt conv | Restricted | |||||||
| 7/10/2024 | New | 252,910 | Common | 0.1 | Lawrence Weiss Living Trust, Katherine Lawrence, trustee | Debt conv | Restricted | |||||||
| 7/10/2024 | New | 388,975 | Common | 0.2 | Suncoast Financial Mortgage Profit Sharing Plan, David Malcolm, trustee | Debt conv | Restricted | |||||||
| 7/10/2024 | New | 126,700 | Common | 0.2 | Staunton Family Investment Partnership, Richard Staunton, trustee | Debt conv | Restricted | |||||||
| 7/10/2024 | New | 127,000 | Common | 0.2 | Gardner Investment Trust, Roy A Gardner, trustee | Debt conv | Restricted | |||||||
| 7/15/2024 | New | 170 | Common | 0.1 | Timothy and Kim Dukes | Debt conv | Restricted | |||||||
| 7/15/2024 | New | 25 | Common | 0.2 | Business Marketing Group, Brian Foster | Debt conv | Restricted | |||||||
| 7/15/2024 | New | 60 | Common | 0.1 | The McKellar Revocable Trust, December 17 2012, Donald McKellar III, trustee | Debt conv | Restricted | |||||||
| 7/15/2024 | New | 45 | Common | 0.2 | Thomas Randall Powell | Debt conv | Restricted | |||||||
| 8/1/2024 | New | 500,000 | Common | 0.2 | Michael and Judith Mendoza Revocable Living Trust, dated 8 March 2004, Michael Mendoza, trustee | Cash | Restricted |
| 31 |
| 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 | |||||||
| 8/1/2024 | New | 334,000 | Common | 0.15 | Jason Black | Cash | Restricted | |||||||
| 8/1/2024 | New | 281,352 | Common | 0.1 | Julie Kutilek | Debt conv | Restricted | |||||||
| 8/1/2024 | New | 2,992,822 | Common | 0.1 | Joseph Kutilek | Debt conv | Restricted | |||||||
| 8/1/2024 | New | 110,669 | Common | 0.1 | Tara Rahr | Debt conv | Restricted | |||||||
| 8/1/2024 | New | 1,603,902 | Common | 0.1 | Charles Merkel | Debt conv | Restricted | |||||||
| 8/20/2024 | New | 1,655,192 | Common | 0.1 | Scott Jasper | Debt conv | Restricted | |||||||
| 8/20/2024 | New | 1,635,472 | Common | 0.1 | Joel Gale | Debt conv | Restricted | |||||||
| 8/20/2024 | New | 2,192,290 | Common | 0.1 | Larry Grillo | Debt conv | Restricted | |||||||
| 8/20/2024 | New | 26,742 | Common | 0.2 | Kelsey Mallory | Debt conv | Restricted | |||||||
| 10/7/2024 | New | 203,990 | Common | 0.2 | JJJ Enterprises, Jeff J Jorgenson | Debt conv | Restricted | |||||||
| 10/7/2024 | New | 697,064 | Common | 0.2 | Chris Cappuccilli | Debt conv | Restricted | |||||||
| 10/15/2024 | New | 317,950 | Common | 0.2 | Alla Abato | Debt conv | Restricted | |||||||
| 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 | |||||||
| 4/1/2025 | New | 173,713 | 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 | 561,044 | Common | 0.10 | Frederic Colman | Debt conv | Restricted | |||||||
| 5/20/2025 | New | 1,153,696 | Common | 0.10 | Gerald Quave Jr. | Debt conv | Restricted | |||||||
| 5/20/2025 | New | 138,206 | Common | 0.20 | 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 |
| 32 |
| 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 | Debt conv | 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 |
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.
Item 3. Defaults Upon Senior Securities.
There is a loan of $22k to a related party that is due and payable as well as two convertible debentures totaling $150k that were due in September 2024. In addition, there is a loan of $344k due to the estate of Danny Hyde (EDH). However, as noted in the Contingency footnote, over $2 million has been spent on the rework costs of the Alvey and EDH is to bear part of that cost which exceeds what CETI owes EDH.
Item 4. Mine Safety Disclosures.
None.
| 33 |
Item 5. Other Information.
During the Company’s quarter ended September
30, 2025, no director or officer
Item 6. Exhibits.
| Incorporated by Reference |
Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 31.1 | Certification of Principal Executive Officer (302) | Filed | ||||||||
| 31.2 | Certification of Principal Financial Officer (302) | Filed | ||||||||
| 32.1 | Certification of Principal Executive and Principal Financial Officers (906) | Furnished* | ||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed | ||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed | ||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed | ||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed | ||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed | ||||||||
*This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
| 34 |
SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Signature | Title | Date | ||
|
/s/ Kim D. Southworth Kim D. Southworth
/s/ Dan Leboffe Dan Leboffe |
Chief Executive Officer
Chief Financial Officer |
November 13, 2025
November 13, 2025 | ||
35
