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:
| (Exact name of registrant as specified in charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of principal executive office) | (Zip Code) |
| +1 |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
(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
was required to submit).
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
No
At August 14, 2025 there were shares of the registrant’s Common Stock issued and outstanding.
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION | 1 | ||
| Item 1. | Consolidated financial statements | 1 | ||
| Consolidated Balance Sheets at June 30, 2025 (unaudited) and December 31, 2024 (audited) | 1 | |||
| Consolidated unaudited Statements of Operations for the three and six months ended June 30 2025 and 2024 | 2 | |||
| Consolidated unaudited Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2025 and 2024 | 3 | |||
| Consolidated unaudited Statements of Cash Flows for the six months ended June 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 | 19 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 | ||
| Item 4. | Controls and Procedures | 24 | ||
| PART II. | OTHER INFORMATION | 25 | ||
| Item 1. | Legal Proceedings | 25 | ||
| Item 1A. | Risk Factors | 25 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 | ||
| Item 3. | Defaults Upon Senior Securities | 29 | ||
| Item 4. | Mine Safety Disclosures | 29 | ||
| Item 5. | Other Information | 29 | ||
| Item 6. | Exhibits | 30 | ||
| SIGNATURES | 31 | |||
i
PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
CYBER ENVIRO-TECH, INC.
CONSOLIDATED BALANCE SHEETS
| June 30, 2025 (Unaudited) | December 31, 2024 (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 deposits | ||||||||
| Assets of discontinued operations, non-current | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable – related parties | ||||||||
| Accrued interest | ||||||||
| Notes payable, current maturities | ||||||||
| Note payable, related party, net of discount of $ | ||||||||
| Convertible notes payable, net of discount of $ | ||||||||
| Convertible notes payable – related party | ||||||||
| Contingent liabilities | ||||||||
| Liabilities of discontinued operations, current | ||||||||
| Liabilities of discontinued operations, current, related parties | ||||||||
| Total current liabilities | ||||||||
| Convertible notes payable, net of discount of $ | ||||||||
| Derivative liability | ||||||||
| Liabilities of discontinued operations, non-current | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 4) | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Series A Convertible Preferred Stock, par value $, shares authorized; shares issued and outstanding | ||||||||
| Series B Convertible Preferred Stock, par value $, shares authorized; share issued and outstanding | ||||||||
| Series C Non-convertible, Preferred Stock, par value $, shares authorized; shares issued and outstanding | ||||||||
| Special 2020 Series A Preferred Stock, par value $, share authorized; share issued and outstanding | ||||||||
| Common Stock, par value $, shares authorized; and shares issued and outstanding, for the period ended June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Common stock to be issued | ||||||||
| Treasury stock, at cost | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Controlling interest | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total Stockholders’ 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 SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
| |
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Three Months Ending June 30, 2025 |
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Three Months Ending June 30, 2024 |
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Six Months Ending June 30, 2025 |
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Six Months Ending June 30, 2024 |
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| 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 | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss on issuance of derivatives | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on extinguishment of derivative liability | ||||||||||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ||||||||||||
| Change in fair value of contingent liabilities | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Discontinued Operations: | ||||||||||||||||
| Loss from operations of discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Discontinued Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net provision for income taxes | ||||||||||||||||
| Less net loss attributable to noncontrolling interest | ||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 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 SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
| Preferred | Common Stock | CS to be Issued | Accum | Non Controlling | ||||||||||||||||||||||||||||||||||||||||
| Description | Shares | Amt | Shares | Amt | APIC | Shares | Amt | Treasury | Deficit | Interest | Total | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
| Shares issued for interest | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
| Shares issued for cash | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for exercised warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued for cash | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, June 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 SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
| Change in fair value of derivatives | ||||||||
| Change in fair value of contingent liability | ( | ) | ||||||
| Loss on issuance of derivatives | ||||||||
| Gain on extinguishment of derivative liability | ( | ) | ( | ) | ||||
| Stock compensation | ||||||||
| Shares issued for exercised warrants | ||||||||
| Amortization of debt discount | ||||||||
| Depreciation and amortization expense | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued interest | ||||||||
| Contingent liabilities | ( | ) | ||||||
| Net cash from operating activities from continuing operations | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Issuance of loan receivable | ( | ) | ( | ) | ||||
| Net cash from investing activities from continuing operations | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayment of convertible notes payable | ( | ) | ( | ) | ||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from notes payable | ||||||||
| Shares issued for cash | ||||||||
| Shares issued for interest | ||||||||
| Repayment of notes payable | ( | ) | ||||||
| Net cash from financing activities from continuing operations | ||||||||
| Net change in cash and cash equivalents from continuing operations | ||||||||
| Cash flow from discontinued operations: | ||||||||
| Net cash from operating activities from discontinued operations | ||||||||
| Net cash from investing activities from discontinued operations | ( | ) | ||||||
| Net cash from financing activities from discontinued operations | ||||||||
| Net change in cash and cash equivalents from discontinued operations | ( | ) | ||||||
| Cash and cash equivalents at beginning of year | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
| Shares issued for conversion of convertible notes payable and accrued interest | $ | $ | ||||||
| Shares issued for settlement of contingent liability | ||||||||
| Recognition of debt discount | ||||||||
| Recognition of derivative liability on note issuance | ||||||||
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 SIX MONTHS ENDED JUNE 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 June 30, 2025, 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 six months ended June 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.
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.
| 5 |
CYBER ENVIRO-TECH, INC. |
Cash equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were
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 other 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.
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.
| 6 |
CYBER ENVIRO-TECH, INC. |
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. However, for the six month period ended June 30, 2024, no non-controlling interests are presented in the unaudited consolidated financial statements since there was no subsidiary in operation at that time.
Non-controlling interests represent the portion of equity in subsidiaries that is not attributable, directly or indirectly, to the Company.
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 months and six months ended June 30, 2025 and 2024, the Company recorded $ and $ and $ and $ in stock-based compensation expense, respectively.
Fair Value of Financial Instruments
The Company adopted ASC 820, “Fair Value Measurements.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked to market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited consolidated statement 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.
The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2025:
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Derivative | $ | $ | $ | $ | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||
The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2024:
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Derivative | $ | $ | $ | $ | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||
| 7 |
CYBER ENVIRO-TECH, INC. |
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 expect 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.
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:
Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Common stock to be issued | ||||||||
| Convertible notes payable | ||||||||
| Preferred stock | ||||||||
| Total | ||||||||
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.
| 8 |
CYBER ENVIRO-TECH, INC. |
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 June 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 June 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 $
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
| 9 |
CYBER ENVIRO-TECH, INC. |
NOTE 5 – PROPERTY AND EQUIPMENT
As of June 30, 2025 and December 31, 2024, property and equipment consisted of the following:
| June 30, 2025 | December 31, 2024 | Useful Lives | ||||||||
| Equipment | $ | $ | ||||||||
| Vehicles | ||||||||||
| Less accumulated depreciation | ( |
) | — | |||||||
| Property and equipment, net | $ | $ | — | |||||||
There
was $
NOTE 6 – INTANGIBLE ASSETS
in May 2023 and the agreement has a term of ten years.
The asset is stated at the fair value of $
NOTE 7 – DEBT
| June 30, 2025 | December 31, 2024 | |||||||
| Notes payable | $ | $ | ||||||
| Note payable – related party | ||||||||
| Convertible notes payable | ||||||||
| Convertible notes payable – related party | ||||||||
| Debt discount | ( | ) | ( | ) | ||||
| Less current portion | ||||||||
| Long term portion | $ | $ | ||||||
The following is a schedule of debt maturity and the years in which the debt is scheduled to mature:
| Year | 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 $
| 10 |
CYBER ENVIRO-TECH, INC. |
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 June 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 $
During 2024, the Company converted $
During the first six months of 2025, the
Company raised $
All notes payable and convertible notes payable are unsecured.
| 11 |
CYBER ENVIRO-TECH, INC. |
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 June 30, 2025 and December 31, 2024 and the amounts that were reflected in income related to derivatives for the period ended:
| June 30, 2025 | ||||||||
| The financings giving rise to derivative financial instruments | Indexed Shares | Fair Values | ||||||
| Embedded derivatives | $ | |||||||
| Total | $ | |||||||
| December 31, 2024 | ||||||||
| The financings giving rise to derivative financial instruments | Indexed Shares | Fair Values | ||||||
| Embedded derivatives | $ | |||||||
| Total | $ | |||||||
The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three and six months ended June 30, 2025 and 2024:
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Embedded derivatives | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Loss on issuance of derivative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on extinguishment of derivative liability | ||||||||||||||||
| 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.
Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:
| |
|
Inception Date October 10, 2024 Note |
|
|
Inception Date January 3, 2025 Note |
|
|
Inception Date June 10, 2025 Note |
|
|
Period Ended June 30, 2025 |
|
||||
| Quoted market price on valuation date | $ | $ | $ | $ | ||||||||||||
| Effective contractual conversion rates | $ | $ | $ | $ | ||||||||||||
| Contractual term to maturity | ||||||||||||||||
| Market volatility: | ||||||||||||||||
| Volatility | - | % | - | % | - | % | - | % | ||||||||
| Risk-adjusted interest rate | % | % | % | - | % | |||||||||||
| 12 |
CYBER ENVIRO-TECH, INC. |
The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of June 30, 2025 and December 31, 2024.
Period Ended June 30, 2025 | Year Ended 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 June 30, 2025 and December 31, 2024, the Company
had a convertible note payable for $
At
June 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 periods ended June 30, 2025 and 2024, the Company
paid various related parties for consulting services in the amounts of $
The above transactions and amounts are not necessarily what third parties would have agreed to.
NOTE 10 – PREFERRED STOCK
Series A Convertible Preferred Stock
The Company previously designated shares of
Preferred Stock as Series A Convertible Preferred Stock and had issued shares.
During 2023, the Company changed the terms of this series of stock whereby one (1) share of Series A Convertible Preferred, after a minimum two-year holding period, can be converted into three thousand (3,000) shares of the Company’s common stock and has the same equivalent voting rights. In October 2023, the three top shareholders cancelled common shares of stock and were issued shares of Series A Convertible Preferred Stock. As of June 30, 2025 and December 31, 2024, there are shares of Series A Convertible Stock issued and outstanding.
Series B Convertible Preferred Stock
The Company previously designated shares of
Preferred Stock as Series B Convertible Preferred Stock and had issued shares.
| 13 |
CYBER ENVIRO-TECH, INC. |
Series C Non-Convertible Preferred Stock
The Company previously designated shares of
Preferred Stock as Series C Non-Convertible Preferred Stock and had issued all shares.
Special 2020 Series A Preferred
The Company has one share of preferred stock designated
as Special 2020 Series A Preferred, par value $. The holder for the Special 2020 Series A Preferred shall vote with the holders
of both preferred and common stockholders as a single class. The holder is entitled to 60% of all votes. The one share of Series A is
convertible into shares of common stock at any time and is not entitled to dividends. The Company purchased that one series
A preferred share for $
NOTE 11 – STOCK OPTIONS AND WARRANTS
In connection with a consulting agreement dated March
7, 2022, the Company issued options at an exercise price of $
On June 3, 2023,
The following table summarizes the accounting effects of the modification:
| 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 | months | |||
Significant inputs and results arising from the Black-Scholes process are as follows for the options:
| Quoted market price on valuation date | $ | |||
| Exercise price | $ | |||
| Expected life (in years) | Years | |||
| Equivalent volatility | % | |||
| Interest rates | % | |||
| 14 |
CYBER ENVIRO-TECH, INC. |
Stock option activity for the six months ended June 30, 2025 and the year ended December 31, 2024 summarized as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||||
| Options outstanding December 31, 2023 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding December 31, 2024 | ||||||||||||||
| Options exercisable December 31, 2024 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding June 30, 2025 | ||||||||||||||
| Options exercisable June 30, 2025 | $ | |||||||||||||
In connection with a different consulting
agreement dated March 1, 2023, the Company initially agreed to pay shares of common stock, along with a monthly consulting
fee. This common stock was valued at $ on the date of the agreement and was amortized equally over the six-month agreement. On July
1, 2023, the Company and consultant decided to amend the agreement so that the consultant would receive
During the year ended December 31, 2024, the Company issued an aggregate warrants in connection with convertible notes. warrants were issued in the first six months of 2025 but warrants were exercised.
Significant range of inputs and results arising from the Black-Scholes process are as follows for the warrants:
| Quoted market price on valuation date | $ | |||||
| Effective contractual strike price | $ | |||||
| Market volatility | ||||||
| Contractual term to maturity | years | |||||
| Risk-adjusted interest rate |
Stock warrant activity for six months ended June 30, 2025 and the year ended December 31, 2024 is summarized as follows:
| Number of Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life |
||||||||||||
| Warrants exercisable December 31, 2023 | $ | |||||||||||||
| Issued | ||||||||||||||
| Exercised | — | |||||||||||||
| Expired | — | |||||||||||||
| Warrants outstanding December 31, 2024 | ||||||||||||||
| Warrants exercisable December 31, 2024 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | ( |
— | ||||||||||||
| Expired | — | |||||||||||||
| Warrants outstanding June 30, 2025 | ||||||||||||||
| Warrants exercisable June 30, 2025 | $ | |||||||||||||
| 15 |
CYBER ENVIRO-TECH, INC. |
NOTE 12 – DISCONTINUED OPERATIONS
CETI is planning to spin-off the Alvey oil field operations into a new entity called Texas Coastal Energy (TCE). The shareholders of CETI will get a pro rata stock distribution of TCE common shares. A new investor group will run the operation.
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 six months ended June 30, 2025 and 2024 as discontinued operations and are summarized below:
Three Months Ended June 30 | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Total cost of revenue | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross margin | ||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Loss before tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax expense | ||||||||||||||||
| Loss from operations of discontinued operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The assets and liabilities of the discontinued operations at June 30, 2025 and December 31, 2024 are summarized below:
| June 30, 2025 | December 31, 2024 | |||||||
| Property and equipment, net(1) | $ | $ | ||||||
| Texas Railroad Commission bond(2) | ||||||||
| Assets of discontinued operations, non-current | ||||||||
| Total assets | $ | $ | ||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable – related party | ||||||||
| Notes payable, current maturities | ||||||||
| Liabilities of discontinued operations, current | ||||||||
| Estimated asset retirement obligation | ||||||||
| Liabilities of discontinued operations, non-current | ||||||||
| Total liabilities | $ | $ | ||||||
(1) Property and equipment, net
Property and equipment, at cost, for the discontinued operations consisted of the following at June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | Useful Lives | ||||||||
| Equipment | $ | $ | ||||||||
| Vehicles | ||||||||||
| Well development costs | * | |||||||||
| Less accumulated depreciation | ( | ) | ( | ) | — | |||||
| Property and equipment, net | $ | $ | — | |||||||
| * |
Depreciation expense for the discontinued operations
for three and six months periods ended June 30, 2025 and 2024 was $
| 16 |
CYBER ENVIRO-TECH, INC. |
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 $
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 six months ended June 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 six months ending June 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 June 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 six months ended June 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 six months ended June 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
| 17 |
CYBER ENVIRO-TECH, INC. |
NOTE 13 – INCOME TAXES
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of
Income taxes consist of the following components as of:
| June 30, 2025 | June 30, 2024 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended June 30, 2025 and December 31, 2024, due to the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
At
June 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 June 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. |
| 18 |
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.
| 19 |
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. This oil field operation known as the Alvey oil field will be spun-off into a new entity in the third quarter of 2025. In addition, it is anticipated that the Company will soon be testing its water filtration process in meat packing plants in Nebraska and California as well as Turkey and Kuwait.
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 the Cyber Enviro-Tech, Inc.;
Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We do this by integrating technologies to include cyber, aerospace, satellite, industrial and AI engineering telemetry. Our water filtration, wastewater and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device.
Our pilot project was an oil field in West Texas. We currently own the mineral rights to a 479- acre, 33-well, property located in Callahan County, Texas. This oil field operation known 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 will be on:
| 1) | Expanding our water and oil remediation operations in the Middle East and Texas |
| 2) | Developing further tests with at least one meat packing client |
| 3) | Spin off the Alvey Oil Field and turning management over to a third-party owner/operator. |
| 20 |
Sales Strategy – CETI’s B2B Sales Strategy will include partnering with individuals and companies who have many years of experience and developed relationships within their respective aforementioned targeted verticals. Prior knowledge of those specific industry issues, water filtration needs, history and relationships developed over many years will enable them to shorten the sales cycle for our water filtration system. As of June 30, 2025 the Company is working with a company in the Middle East as well as with three other individuals who are focused 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 global.
Government Regulation
We are subject to government regulations that regulate businesses generally, such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety and labor relations. In addition, our operations are affected by federal and state laws relating to marketing practices in the oil industry and/or expansion of operations; a change to or changes to government regulations; a general economic slowdown; a significant decrease in the price of West Texas Intermediate crude. Any change in one or more of these factors could reduce our ability to earn and grow revenue in future periods.
Research and Development
For the 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 $667,000 in the first six months of 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. The former has been expensed and the latter capitalized. Currently the Alvey is being spun off into a separate company as the Company intends to focus its efforts on water and oil/soil remediation and therefore expenses for the Alvey during the first six months of 2025 were not capitalized and were to keep the field active.
Personnel
As of June 30, 2025, we have no employees but the Company does have 9 full-time and part-time consultants.
Results of Operations for the Three Months Ending June 30, 2025 and 2024:
| 2025 | 2024 | $ | % | |||||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | $ | 31,991 | $ | 25,729 | $ | 6,262 | 24.3 | % | ||||||||
| General and administrative | 266,911 | 147,938 | 118,973 | 80.4 | % | |||||||||||
| Consulting | 427,479 | 457,346 | (29,867 | ) | -6.5 | % | ||||||||||
| Total operating expenses | 726,381 | 631,013 | 95,368 | 15.1 | % | |||||||||||
| Loss from operations | (726,381 | ) | (631,013 | ) | (95,368 | ) | 15.1 | % | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Change in fair value of derivative | 61,318 | (42,896 | ) | 104,214 | 242.9 | % | ||||||||||
| Loss on issuance of derivative | (57,538 | ) | (109,043 | ) | (51,505 | ) | -47.2 | % | ||||||||
| Gain on extinguishment of derivative liability | 10,601 | 184,975 | (174,374 | ) | -94.3 | % | ||||||||||
| Interest expense | (168,001 | ) | (259,626 | ) | (91,625 | ) | -35.3 | % | ||||||||
| Amortization of intangible assets | — | (28,212 | ) | (28,212 | ) | -100.0 | % | |||||||||
| Change in fair value of contingent liability | 10,000 | — | 10,000 | 100.0 | % | |||||||||||
| Interest income | 4,030 | 3,760 | 270 | 7.2 | % | |||||||||||
| Total Other Income (Expense) | (139,590 | ) | (251,042 | ) | (111,452 | ) | -44.4 | % | ||||||||
| Loss from continuing operations | (865,971 | ) | (882,055 | ) | (16,084 | ) | -1.8 | % | ||||||||
| Discontinued operations: | ||||||||||||||||
| Loss from operations of discontinued operations | (117,320 | ) | (18,295 | ) | 99,025 | 541.3 | % | |||||||||
| Net loss | (983,291 | ) | (900,350 | ) | (82,941 | ) | 9.2 | % | ||||||||
| Less net loss attributable to noncontrolling interest | (12,559 | ) | — | 12,559 | 100 | % | ||||||||||
| Net loss attributable to common stockholders | $ | (970,732 | ) | $ | (900,350 | ) | $ | (70,382 | ) | 7.8 | % | |||||
| 21 |
Professional fees. These fees are largely made up of audit and audit-related fees, $31,790 and $19,479 during the three months ending June 30, 2025 and 2024, respectively.
General and administrative Expenses. General and administrative expenses for the three months ended June 30, 2025 were up by 80% versus 2024 largely due to an increase in office expenses ($81,887) and travel expenses ($49,047) mostly related to the cost of making arrangements to raise money via Green Bond financing overseas plus increase in public relations ($10,393) reduced by decrease in advertising and promotion expense ($44,000).
Consulting fees. Decreased by 6.5% due to lower stock compensation in 2025 vs 2024 of $144,511 and $189,577, respectively due to more consultants receiving stock compensation in 2024.
Other income (expense). Much of this is relates to 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. Nonetheless, for accounting purposes, we need to account for the potential conversion. In the second quarter of 2025, one loan was paid off vs two loans paid off in second quarter 2024 which accounts for the $174,374 decrease in gain on extinguishment of derivative liability. For the decrease on the loss on issuance of derivative, one new loan was initiated in the second quarter 2025 vs two new loans in the second quarter 2024 which accounts for this difference.
For the other accounts, 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 expense is down 35% due to three loans to individuals that existed in second quarter of 2024 but were mostly paid off by the second quarter 2025 plus this account also includes amortization of debt discount. As noted in the preceding paragraph on derivatives, two loans were paid off in the second quarter of 2024 vs one loan in the second quarter 2025 which resulted in less amortization expense of over $31,000 between the two quarters. The 7.2% increase in interest income was due to an increase in the underlying receivable due to CETI.
Loss from continuing operations. The above changes resulted in net loss of $865,971 in the second quarter 2025 compared to a net loss of $882,055 in 2024. Decreases in operating expenses of $95,368 were offset by the increase in other expenses of $111,452.
Discontinued operations: The Company is in the process of spinning off the Alvey oil field in third quarter 2025, and this represents the non-capitalized expenses related to the Alvey. The increase in expenses in 2025 vs 2024 is due to the fact that beginning in 2025, the expenses related to the Alvey Oil Field were not capitalized but expensed.
Results of Operations for the Six Months Ending June 30, 2025 and 2024
| 2025 | 2024 | $ | % | |||||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional Fees | $ | 183,111 | $ | 74,132 | $ | 108,979 | 147.0 | % | ||||||||
| General and administrative | 485,559 | 548,707 | (63,148 | ) | -11.5 | % | ||||||||||
| Consulting | 942,668 | 1,032,173 | (89,505 | ) | -8.7 | % | ||||||||||
| Total operating expenses | 1,611,338 | 1,655,012 | (43,674 | ) | -2.6 | % | ||||||||||
| Operating loss from continuing operations | (1,611,338 | ) | (1,655,012 | ) | (43,674 | ) | -2.6 | % | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Change in fair value of derivative | (141,392 | ) | (18,380 | ) | 123,012 | 669.3 | % | |||||||||
| Loss on issuance of derivative | (75,214 | ) | (109,043 | ) | (33,829 | ) | -31.0 | % | ||||||||
| Gain on extinguishment of derivative liability | 362,572 | 264,539 | 98,033 | 37.1 | % | |||||||||||
| Interest expense | (499,724 | ) | (420,778 | ) | 78,946 | 18.8 | % | |||||||||
| Amortization of intangible assets | — | (56,425 | ) | (56,425 | ) | -100.0 | % | |||||||||
| Change in fair value of contingent liability | 25,000 | — | 25,000 | 100.0 | % | |||||||||||
| Interest income | 7,318 | 4,684 | 2,634 | 36.2 | % | |||||||||||
| Total Other Income (Expense) | (321,440 | ) | (335,403 | ) | (13,963 | ) | -4.2 | % | ||||||||
| Loss from continuing operations | (1,932,778 | ) | (1,990,415 | ) | (57,637 | ) | -2.9 | % | ||||||||
| Discontinued operations: | ||||||||||||||||
| Loss from operations of discontinued operations | (198,594 | ) | (30,106 | ) | 168,488 | 559.6 | % | |||||||||
| Net Income (Loss) | (2,131,372 | ) | (2,020,521 | ) | 110,851 | 5.5 | % | |||||||||
| Less net loss attributable to noncontrolling interest | (17,089 | ) | — | 17,089 | 100 | % | ||||||||||
| Net loss attributable to common stockholders | $ | (2,114,283 | ) | $ | (2,020,521 | ) | $ | 93,762 | 4.6 | % | ||||||
| 22 |
Professional fees. The 147% increase in professional fees is largely due to an increase in legal fees related to preparation to file an S-1 registration statement as well as the lawsuit from the Company’s withdrawal of a project of a salt water disposal facility in Oklahoma. In addition, audit and audit related fees increased around $15,000 year over year.
General and administrative Expenses. General and administrative expenses for the six months ended June 30, 2025 were down by 11.5% vs 2024 largely due to a decrease in advertising and promotion ($82,841) and water samples testing ($150,000) offsetting increases in expenses due to expansion of overseas operations (rent expense $44,907, travel expense $90,202).
Consulting fees. A significant portion of consulting fees are from non-cash, stock-based compensation, $356,796 and $559,153 for the first six months of 2025 and 2024, respectively. The decrease in these non-cash expenses of $202,537 was partially offset by an increase in consulting fees related to increased marketing expenses and expenses related to the potential funding of the overseas Green Bond.
Other income (expense). Much of this is relates to the derivatives for loans taken from one lender. For the derivative related accounts, these are driven by loans 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. Nonetheless, for accounting purposes, we need account for the potential conversion. For the six months ended June 30, 2025, one loan was paid off vs two loans paid off for the six months ended June 30, 2024 which should have resulted in an overall decrease. However, there was one convertible debenture from an investor which had a derivative component and that investor converted to stock in March 2025. This alone resulted in a $217,230 increase in gain on extinguishment of derivative liability.
For the other accounts, 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 expense was up due largely to the one investor who had a convertible note with a derivative component that was converted in March 2025. This alone resulted in a $147,617 increase in interest expense. This increase was partially offset by increase on loans to three loans to individuals that existed for the six months ended June 30, 2024 but were mostly paid off during the six months ended June 30, 2025. The 56.2% increase in interest income was due to an increase in the underlying receivable due to CETI.
Loss from continuing operations. The above changes resulted in relatively close losses of $1,932,778 and $1,990,415 for the six months ended June 30, 2025 and 2024, respectively.
Discontinued operations: The Company is in the process of spinning off the Alvey oil field during the six months ended June 30, 2025, and this represents the non-capitalized expenses related to the Alvey. The increase in expenses in 2025 vs 2024 is due to the fact that beginning in 2025, the expenses related to the Alvey Oil Field were not capitalized but expensed.
Liquidity and Capital Resources
As of June 30, 2025, the Company had total assets of $4,472,803 including current assets of $889,409 as well as $2,050,210 from the discontinued operations of the Alvey oil field. We also have current liabilities of $2,495,601 which consist of accounts payable of $457,288 and short-term convertible notes payable of $1,036,306, net of discount of $158,645, notes payable of $151,752, net of discount of $2,237 and $379,392 from the discontinued operations of the Alvey oil field which is mostly the payable due on the Alvey Oil Field leasehold improvements. We also have $2,901,666 of long-term liabilities which is largely due to convertible notes payable of $2,362,930, net of discount of $109,570 and a derivative liability of $441,273. 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.
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 August 14, 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.
| 23 |
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 June 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 June 30, 2025, some progress has been made in 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 June 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 steps to enhance and improve the design of our internal control over financial reporting.
| 24 |
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 | 0.420 | 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 | 0.10 | Jaron Mossman & Jode Vallejos JTTEN | Debt conv | Restricted | |||||||||||||||
| 10/18/2023 | New | 253,180 | Common | 0.10 | Mark Mitrev | Debt conv | Restricted | |||||||||||||||
| 10/18/2023 | New | 101,250 | Common | 0.10 | Jaylen Mossman | Debt conv | Restricted | |||||||||||||||
| 10/18/2023 | New | 252,850 | Common | 0.10 | Peter D. Lawrence | Debt conv | Restricted | |||||||||||||||
| 10/18/2023 | New | 121,370 | Common | 0.10 | 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 | 0.10 | McKellar R Trust, Winston McKellar, trustee | Debt conv | Restricted | |||||||||||||||
| 11/7/2023 | New | 252,580 | Common | 0.10 | Susan E. Crossett | Debt conv | Restricted | |||||||||||||||
| 11/7/2023 | New | 505,050 | Common | 0.10 | 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 | 0.10 | Timothy and Kim Dukes | Debt conv | Restricted | |||||||||||||||
| 12/28/2023 | New | 252,470 | Common | 0.10 | Alexander Fil | Debt conv | Restricted | |||||||||||||||
| 12/28/2023 | New | 252,360 | Common | 0.10 | Chris Gressinger | Debt conv | Restricted | |||||||||||||||
| 12/28/2023 | New | 256,360 | Common | 0.10 | Dwayne Hay | Debt conv | Restricted | |||||||||||||||
| 2/2/2024 | New | 1,011,620 | Common | 0.10 | DePrima Donnelly Family Trust, Anthon DePrima, trustee | Debt conv | Restricted | |||||||||||||||
| 25 |
| 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 | 0.10 | Carl R. Vertuca | Debt conv | Restricted | |||||||||||||||
| 2/2/2024 | New | 335,780 | Common | 0.10 | Bryan Vertuca | Debt conv | Restricted | |||||||||||||||
| 2/28/2024 | New | 252,030 | Common | 0.10 | Jeffrey Kelley | Debt conv | Restricted | |||||||||||||||
| 2/28/2024 | New | 302,370 | Common | 0.10 | Leibowitz Living Trust, Alan Leibowitz, trustee | Debt conv | Restricted | |||||||||||||||
| 2/28/2024 | New | 336,790 | Common | 0.10 | Dominic Mancini | Debt conv | Restricted | |||||||||||||||
| 2/28/2024 | New | 253,680 | Common | 0.10 | David Townley Paton | Debt conv | Restricted | |||||||||||||||
| 2/28/2024 | New | 253,240 | Common | 0.10 | Michael Volpe/ Liliane Stachishin-Moura, JTTN | Debt conv | Restricted | |||||||||||||||
| 3/12/2024 | New | 505,820 | Common | 0.10 | Paul Stander, SEP-IRA | Debt conv | Restricted | |||||||||||||||
| 3/12/2024 | New | 202,020 | Common | 0.10 | Nicole M. Hobbs | Debt conv | Restricted | |||||||||||||||
| 3/12/2024 | New | 252,140 | Common | 0.10 | James S Benedict | Debt conv | Restricted | |||||||||||||||
| 3/12/2024 | New | 252,090 | Common | 0.10 | Cameron Turner | Debt conv | Restricted | |||||||||||||||
| 3/12/2024 | New | 100,710 | Common | 0.10 | Jill B. Mossman | Debt conv | Restricted | |||||||||||||||
| 4/2/2024 | New | 256,310 | Common | 0.10 | Dwayne Hay | Debt conv | Restricted | |||||||||||||||
| 4/2/2024 | New | 252,310 | Common | 0.10 | JJJ Enterprises, Jeff J. Jorgenson | Debt conv | Restricted | |||||||||||||||
| 4/2/2024 | New | 251,700 | Common | 0.10 | Michael B. Schuster | Debt conv | Restricted | |||||||||||||||
| 4/2/2024 | New | 126,565 | Common | 0.20 | Business Marketing Group, Brian Foster | Debt conv | Restricted | |||||||||||||||
| 4/2/2024 | New | 252,030 | Common | 0.10 | McKellar Revocable Trust, December 17 2012, Donald McKellar III, trustee | Debt conv | Restricted | |||||||||||||||
| 4/15/2024 | New | 756,250 | Common | 0.10 | Timothy and Kim Dukes | Debt conv | Restricted | |||||||||||||||
| 4/15/2024 | New | 500,760 | Common | 0.10 | 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 | 0.20 | Thomas Randall Powell | Debt conv | Restricted | |||||||||||||||
| 5/9/2024 | New | 252,910 | Common | 0.10 | Markl Family Living Trust, Barry Markl | Debt conv | Restricted | |||||||||||||||
| 5/9/2024 | New | 200,970 | Common | 0.10 | Kaan Brian Gokay | Debt conv | Restricted | |||||||||||||||
| 5/9/2024 | New | 253,015 | Common | 0.20 | William and Jennifer Vincent | Debt conv | Restricted | |||||||||||||||
| 5/9/2024 | New | 303,555 | Common | 0.20 | TWCI Consulting LLC, Christopher Ingram | Debt conv | Restricted | |||||||||||||||
| 5/9/2024 | New | 25,255 | Common | 0.20 | Michael Hay | Debt conv | Restricted | |||||||||||||||
| 5/9/2024 | New | 50,505 | Common | 0.20 | Jaye Gene Todd Collier | Debt conv | Restricted | |||||||||||||||
| 5/22/2024 | New | 77,285 | Common | 0.20 | Paul Leonard | Debt conv | Restricted | |||||||||||||||
| 5/22/2024 | New | 128,645 | Common | 0.20 | David Haley | Debt conv | Restricted | |||||||||||||||
| 5/22/2024 | New | 128,535 | Common | 0.20 | Staunton Family 2007 Trust, Richard Staunton, trustee | Debt conv | Restricted | |||||||||||||||
| 26 |
| 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 | 0.20 | Chris Cappuccilli | Debt conv | Restricted | |||||||||||||||
| 5/22/2024 | New | 12,835 | Common | 0.20 | Dallas Dukes | Debt conv | Restricted | |||||||||||||||
| 5/22/2024 | New | 12,835 | Common | 0.20 | T Jordan Dukes | Debt conv | Restricted | |||||||||||||||
| 6/11/2024 | New | 513,155 | Common | 0.20 | 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 | 0.20 | Jessica Patterson | Debt conv | Restricted | |||||||||||||||
| 6/11/2024 | New | 127,140 | Common | 0.20 | F. Stanton Sipes | Debt conv | Restricted | |||||||||||||||
| 6/11/2024 | New | 260,305 | Common | 0.20 | Peter Mitrev | Debt conv | Restricted | |||||||||||||||
| 6/11/2024 | New | 184,620 | Common | 0.20 | Carlos Eduardo Garcia Enriquez | Debt conv | Restricted | |||||||||||||||
| 6/11/2024 | New | 25,785 | Common | 0.20 | Michele Blackman | Debt conv | Restricted | |||||||||||||||
| 6/20/2024 | New | 525,320 | Common | 0.20 | Neil Superfon | Debt conv | Restricted | |||||||||||||||
| 6/20/2024 | New | 127,905 | Common | 0.20 | Michele Blackman | Debt conv | Restricted | |||||||||||||||
| 6/20/2024 | New | 127,330 | Common | 0.20 | Harborside Group Trust, Jim Mead | Debt conv | Restricted | |||||||||||||||
| 6/20/2024 | New | 128,730 | Common | 0.20 | Chase Donaldson | Debt conv | Restricted | |||||||||||||||
| 6/20/2024 | New | 12,870 | Common | 0.20 | David Paton | Debt conv | Restricted | |||||||||||||||
| 6/20/2024 | New | 294,200 | Common | 0.10 | 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 | 0.10 | Lawrence Weiss Living Trust, Katherine Lawrence, trustee | Debt conv | Restricted | |||||||||||||||
| 7/10/2024 | New | 388,975 | Common | 0.20 | Suncoast Financial Mortgage Profit Sharing Plan, David Malcolm, trustee | Debt conv | Restricted | |||||||||||||||
| 7/10/2024 | New | 126,700 | Common | 0.20 | Staunton Family Investment Partnership, Richard Staunton, trustee | Debt conv | Restricted | |||||||||||||||
| 7/10/2024 | New | 127,000 | Common | 0.20 | Gardner Investment Trust, Roy A Gardner, trustee | Debt conv | Restricted | |||||||||||||||
| 7/15/2024 | New | 170 | Common | 0.10 | Timothy and Kim Dukes | Debt conv | Restricted | |||||||||||||||
| 7/15/2024 | New | 25 | Common | 0.20 | Business Marketing Group, Brian Foster | Debt conv | Restricted | |||||||||||||||
| 7/15/2024 | New | 60 | Common | 0.10 | The McKellar Revocable Trust, December 17 2012, Donald McKellar III, trustee | Debt conv | Restricted | |||||||||||||||
| 7/15/2024 | New | 45 | Common | 0.20 | Thomas Randall Powell | Debt conv | Restricted | |||||||||||||||
| 8/1/2024 | New | 500,000 | Common | 0.20 | Michael and Judith Mendoza Revocable Living Trust, dated 8 March 2004, Michael Mendoza, trustee | Cash | Restricted | |||||||||||||||
| 27 |
| 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 | 0.10 | Julie Kutilek | Debt conv | Restricted | ||||||||||||||
| 8/1/2024 | New | 2,992,822 | Common | 0.10 | Joseph Kutilek | Debt conv | Restricted | ||||||||||||||
| 8/1/2024 | New | 110,669 | Common | 0.10 | Tara Rahr | Debt conv | Restricted | ||||||||||||||
| 8/1/2024 | New | 1,603,902 | Common | 0.10 | Charles Merkel | Debt conv | Restricted | ||||||||||||||
| 8/20/2024 | New | 1,655,192 | Common | 0.10 | Scott Jasper | Debt conv | Restricted | ||||||||||||||
| 8/20/2024 | New | 1,635,472 | Common | 0.10 | Joel Gale | Debt conv | Restricted | ||||||||||||||
| 8/20/2024 | New | 2,192,290 | Common | 0.10 | Larry Grillo | Debt conv | Restricted | ||||||||||||||
| 8/20/2024 | New | 26,742 | Common | 0.20 | Kelsey Mallory | Debt conv | Restricted | ||||||||||||||
| 10/7/2024 | New | 203,990 | Common | 0.20 | JJJ Enterprises, Jeff J Jorgenson | Debt conv | Restricted | ||||||||||||||
| 10/7/2024 | New | 697,064 | Common | 0.20 | Chris Cappuccilli | Debt conv | Restricted | ||||||||||||||
| 10/15/2024 | New | 317,950 | Common | 0.20 | 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 | 0.10 | Craig Cox | Debt conv | Restricted | ||||||||||||||
| 3/20/2025 | New | 63,295 | Common | 0.20 | Dan’l Mitchell | Debt conv | Restricted | ||||||||||||||
| 3/20/2025 | New | 136,450 | Common | 0.20 | 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 | 0.20 | Jim Wade | Debt conv | Restricted | ||||||||||||||
| 3/20/2025 | New | 130,885 | Common | 0.20 | 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 | 0.20 | 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 | Fredric Colman | Debt conv |
Restricted
| ||||||||||||||
| 5/20/2025 | New | 1,153,696 | Common | 0.10 | Gerald Quave Jr. | Debt conv | Restricted | ||||||||||||||
| 5/20/2025 | New | 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 | ||||||||||||||
| 28 |
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 April 25, 2023 the Company entered into a consulting agreement with Dr. Markus Miller for professional services wherein the Company paid 1,000,000 common shares.
On May 17, 2023 the Company entered into a consulting agreement with Frank Straw for professional services wherein the Company paid 1,000,000 common shares.
On June 3, 2023, the Company entered into a consulting agreement with Ken Waters for professional services wherein the Company issued 1,000,000 options with a strike price of $0.20 a share.
On September 15, 2023, the Company entered into a consulting agreement with Kaybrook Client Consulting LLC, Harry Datys, for professional services wherein the Company issued 3,750,000 warrants at a par value of $0.001. This agreement was amended on November 1, 2024 and CETI authorized another 800,000 warrants at the same par value as before and extended the consulting agreement for another 8 months.
On November 6, 2023 the Company entered into a distribution and consulting agreement with Delta, Serdar Gurel, for professional services wherein the Company paid 1,000,000 common shares.
Item 3. Defaults Upon Senior Securities.
There is a loan of $22,000 to a related party that is due and payable as well as two convertible debentures totaling $150,000 that were due in September 2024. In addition, there is a loan of $343,500 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.
Item 5. Other Information.
During the Company’s quarter ended June 30,
2025, no director or officer
| 29 |
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.
| 30 |
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 |
August 14, 2025
August 14, 2025 | ||
| 31 |