S-1 1 ceti_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on November 1, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cyber Enviro-Tech, Inc.

(Exact name of registrant as specified in its charter)

Wyoming	3690	86-3601702
(State or other Jurisdiction of Incorporation)	(Primary Standard Classification Code)	(IRS Employer Identification No.)

CYBER ENVIRO-TECH, INC.

6991 E. Camelback Road, Suite D-300

Scottsdale, Arizona 85251

Telephone number. 866-687-6856

(Address, including zip code, and telephone number,

including area code, of principal executive offices)

Registered Agents, Inc.

30 N Gould St Ste R
Sheridan, WY 82801 USA

Telephone Number. (307) 200-2803

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Copies of communications to:

The Tran Law Group

Mina Tran, ESQ

13950 Milton Ave, Suite 300

Westminster California 92683

mina@tranlawgroup.us

Telephone Number 800-997-7905

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐
Non-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 standards provided pursuant to Section 13(a) of the Exchange Act ☐

EXPLANATORY NOTE

This registration statement covers Selling shareholders of the company’s common shares.

Selling Stockholders: The registration by certain Selling Stockholders of up to an aggregate of 8,397,721 shares of the registrant’s common stock. (Selling Stockholders). The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock previously issued and the shares of common stock issuable upon exercise of the warrants, or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT ALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated November 1, 2023

This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 8,397,721 shares of our common stock, par value $0.001 per share (the “common stock”), issued to such selling stockholders. The selling stockholders acquired their shares of common stock from us (i) stock issued for cash, (ii) stock issued for services and (iii) interest payment.

We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Please see the section entitled “Plan of Distribution” on page 22 of this prospectus for more information. For information regarding the selling stockholders, see the section entitled “Selling Stockholders” on page 18 of this prospectus. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

Our common stock is listed on the OTC Markets (pink) under the symbol “CETI”. On October 31, 2023, the closing price per share of our common stock as quoted on OTC Markets was $0.32 per share.

Investing in our shares involves risks. You should carefully read the “Risk Factors” beginning on page 9 of this prospectus before investing.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any other regulatory commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We are an “emerging growth company” under the Jumpstart Our Business Startups Act (“JOBS Act”) and are eligible for reduced public company reporting requirements.

We have no plans or intentions to be acquired by or to merge with an operating company, nor do we, nor any of our shareholders, have plans to enter into a change of control or similar transaction or to change our management.

Our management consists of Kim D. Southworth, CEO, TJ Agardy, President, Dan Leboffe, CFO, Winston McKellar, Director of IR/PR.

Cyber Enviro-Tech, Inc. has a limited history of operations. As of the date of this prospectus, we have generated gross revenue of approximately $115,000 from our business operations.

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. See "Risk Factors” beginning on page 9 for risks of an investment in the securities offered by this prospectus, which you should consider before you purchase any shares.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus is: November 1, 2023

This prospectus is not an offer to sell any securities other than the shares of common stock offered hereby. This prospectus is not an offer to sell securities in any circumstances in which such an offer is unlawful.

We have not authorized anyone, including any salesperson or broker, to give oral or written information about this offering, the Company, or the shares of common stock offered hereby that is different from the information included in this prospectus. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of this prospectus or any supplement to it.

Table of Contents

PROSPECTUS SUMMARY			4
SUMMARY OF FINANCIAL STATEMENTS			8
RISK FACTORS			9
(A) RISKS RELATED TO OUR BUSINESS			9
(B) RISKS RELATED TO THE OFFERING AND OUR SECURITIES			13
(C) RISKS RELATED TO THE INDUSTRY			14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			17
USE OF PROCEEDS			17
SELLING STOCKHOLDERS			18
PLAN OF DISTRIBUTION			22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			24
DESCRIPTION OF BUSINESS			26
LEGAL PROCEEDINGS			33
MANAGEMENT			34
REMUNERATION OF DIRECTORS AND OFFICERS			39
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			40
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS			40
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR FOR SECURITIES ACT LIABILITIES			41
DESCRIPTION OF SECURITIES TO BE REGISTERED			42
INTEREST OF NAMED EXPERTS AND COUNSEL			44
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			44
AVAILABLE INFORMATION			44
REPORTS TO STOCKHOLDERS			44
INDEX TO FINANCIAL STATEMENTS			F-1

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus or contained in any prospectus supplement or free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we nor the selling stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

As used in this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” “Cyber” and “our Company” refer to Cyber Enviro- Tech, Inc., a Wyoming corporation, and its subsidiaries.

CYBER ENVIRO-TECH, INC., the CYBER logo and other trademarks or service marks of CYBER appearing in this prospectus are the property of CYBER or its subsidiaries. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

●

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

●

not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

●

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements;

●

reduced disclosure obligations regarding executive compensation; and

●

not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (i) we have a public common equity float of more than $250 million, or (ii) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or a public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This registration statement and the documents that are incorporated herein by reference contain certain forward-looking statements within the meaning of United States securities laws, including the Private Securities Limitation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words including, but not limited to the following; “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “continue,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These forward-looking statements are based on the Company’s current plans and expectations and are subject to a number of risks, uncertainties and other factors which could significantly affect current plans and expectations and our future financial condition and results. These factors, which could cause actual results, performance and achievements to differ materially from those anticipated.

You should read this prospectus completely and with the understanding that actual future results may materially differ from expectations set forth in forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, when evaluating the information presented in this registration statement or our other disclosures because current plans, anticipated actions, and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company.

We have not undertaken any obligation to publicly update or revise any forward-looking statements. All of our forward-looking statements speak only as of the date of the document in which they are made or, if a date is specified, as of such date. Subject to mandatory requirements of applicable law, we disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in expectations or any changes in events, conditions, circumstances or information on which the forward-looking statement is based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the risk factors set forth in the section entitled “Risk Factors” in this prospectus.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Cyber Enviro-Tech, Inc.” “Company,” “we,” “us” and “our” refer to Cyber Enviro-Tech, Inc.

Overview

We are a for-profit company and electing a fiscal year end of December 31.

We were incorporated in the State of Wyoming in April of 1992 under the name of Biolectronics, Corp.

Bio-Life Systems, Inc. until November 2001

Educational Services International, Inc. until November 2009

WindPower Innovations, Inc. until January 2014

NexGen Holdings Corp. until April 30, 2021

Cyber Enviro-Tech, Inc. current name

Cyber Enviro-Tech, Inc. has a limited history of operations.

The Company is an emerging growth company under the Jumpstart Our Business Startups Act.

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

GENERAL INTRODUCTION

CYBER ENVIRO-TECH, INC. (“CETI”) is a water technology Company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. Our water filtration and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device. The Company has aggregated technologies to produce a water filtration system. CETI will be outsourcing the production of its water filtration systems. However, the Company intends to generate revenues from its retail sales net margins. At this time CETI has not entered into any outsourcing agreements with third parties.

Mission Statement - To apply Oil and Water Technologies to efficiently and effectively pump oil and clean contaminated industrial wastewater.

Water Filtration Technology - The Companies wastewater filtration technologies will enable them to make water usage & consumption safer, more efficient and less expensive. We plan to accomplish this by integrating into each water filtration system simplified controls, machine learning, digital automation, Artificial Intelligence, Online - Realtime Monitoring Systems, Closed Loop Controls, United Nations SDG6 Protocols, Electro Dialysis, Nanofiltration, Micro cavitation, Improved Selectivity Removal, Integrated SCADA Direct to EPA and creative online monitoring to insure and maintain water quality remotely in real-time.

Oil Well Downhole Pumps, Sensors and Related Technologies in our Pilot Project – In our initial water filtration project, we are using our technical expertise to not only filter water but also to increase the production capacity of stripper wells (oil wells producing less than 15 barrels a day). The Company uses a submersible pump technology to eliminate old sucker rod technology which could reduce downtime repairs and possibly increase revenue. The submersible downhole pumps can pump significantly more fluid in the same period of time than the old sucker rod technology and removes the eyesore of these pump jacks.

CETI also uses downhole monitoring through multiple down hole sensors. This is leveraged by being able to control hundreds of wells simultaneously and remotely through a neuro network on a cell phone or other electronic devices

CETI wells operate off of a solar platform and ultimately by taking methane gas trapped in water and extracting the gas to use for power. Combined, this will enable CETI to reduce power which would result in overall lower production costs.

Target Markets - Our target markets include some of the largest water contamination industries in the world which include the oil & gas industry. When funds permit, the company will review mining, agriculture, meat packing, dairy farms & feedlots and rural municipalities for the use of its water filtration system.

Initial Target Market – CETI’s board has identified the oil & gas industry as its initial target market for rollout and execution of the Companies’ technologies. The reason for this is 3-fold:

1) The high level of contaminants found in oil production wastewater which will validate the capabilities of CETI’s water filtration technologies.

2) The recurring revenue generated monthly to the Company from producing oil wells, and

3) The substantial increase in the price of oil.

CETI’s water filtration technology will assist both the Railroad Commission of Texas (RRC) and EPA to manage the 2021 regulatory EPA mandates for the injection of contaminated oil well water back into the ground. This could potentially reduce the water sourcing needed to clean the contaminated water.

How The Water Filtration Industry and The Oil & Gas Industry are Related?

High Water Usage: For every barrel of oil there is between 3 to 8 barrels of water produced out of the well. This is expected to increase up to 25 to 1 by 2025.

Highly Contaminated Well Water: Oil well water typically contains extremely high levels of brine, Barium and Strontium which contains radioactive isotopes among many other lethal chemicals.

Laws enacted in 2021: Recently established laws mandated by the Texas Railroad Commission and the EPA require contaminated oil well water to be cleaned before injecting it back into the ground.

Costly To Truck Water: The alternative of trucking the contaminated water out of the field to be cleaned and trucking clean water back to the field can add significant expense to the cost of production.

Fluid Dynamics: All fluids extracted downhole from a well must be replaced under Texas law. Additionally, the water injected back into the ground is what maintains field pressure for continued production.

For its Pilot Project, CETI has acquired the oil & gas mineral rights to the Alvey Oil Field (a 479-acre Pilot oil field located in West Texas and is the registered operator of record with the Railroad Commission of Texas. The purpose for this Pilot oil field is to demonstrate CETI’s oil & gas water filtration system, downhole pump and related technologies and to create recurring revenue to ensure Company overhead, operational costs, profit and investor return are covered on an ongoing basis.

Revenue Model – CETI has identified 5 revenue streams to the company within the oil & gas industry which are as follows:

CETI Retains Ownership of Producing Assets – CETI has acquired the mineral right to a 479-acre oil field in West Texas. Not only will CETI benefit from the recurring revenue produced from said wells, but has the ability to add an additional 250 new wells. An independent geological report estimated recoverable inground reserves between 44.8MM to 57.6MM barrels of oil.

Income Sharing with Industry Field Operator Partners – CETI intends to incorporate its downhole pump technologies with other small and medium oil field Operators. All increases in production and savings from lower lift costs resulting from our technologies will be split on an estimated 80% CETI – 20% Operator basis.

Equipment Service Agreements (SLA’s) – CETI will enter into an SLA to service every water filtration system sold. This will create an additional revenue stream to the company and enable it to ensure the longevity, productivity and stability of each system sold and operating in the field.

Sales of Water Filtration Systems – CETI will be outsourcing the production of its water filtration systems. However, the Company intends to generate revenues from its retail sales net margins. At this time CETI has not entered into any outsourcing agreements with third parties.

	5)	Equipment Leasing – Ultimately, CETI will incorporate an in-house/private label equipment leasing program. This will create recurring revenue to the company, control of its technology, and ultimately create an asset base to the Company when the equipment comes off lease.

Independent Auditor Explanatory Paragraph

CETI’s independent auditors have added an explanatory paragraph to their report of our audited financial statements for the calendar year 2022, stating that our net operating loss of $481,708, minimal revenues and dependence on our ability to raise additional capital to continue our business, raise substantial doubt about our ability to continue as a going concern. For the three months ending June 30, 2023 the net loss from operations was $878,365 and no sales so there still is substantial doubt about our ability to continue as a going concern.

Our financial statements and their explanatory notes included as part of this prospectus do not include any adjustments that might result from the outcome of this uncertainty. There is no guarantee that we will be able to raise funds through stock sales, debt instruments, or private financing. While we are pursuing a number of financing avenues, currently we have no agreements in place to raise money through debt instruments or private financing. If we fail to obtain additional financing, we may be forced to cease our planned business operations altogether. There is no assurance that the Company will be able to obtain any bank loans or private financing.

We expect to continue to incur losses for at least the next 6 months since we expect that the revenue we generate, is insufficient to cover our expenses. Our current cash levels can carry us for 3 months or more but we do not have sufficient cash or cash equivalents to execute our plan of operations during the period of anticipated losses. While we are close to producing more revenue in our Pilot oil field project, we will need to obtain additional financing through equity security sales, debt instruments or private financing, to conduct our day-to-day operations, and to fully execute our business plan. We plan to raise the capital necessary to fund our business through the sale of equity securities, debt securities, debt instruments or private financing. (See MD&A section later in this document).

DESCRIPTION OF PROPERTY

Our corporate office is located at 6991 E. Camelback Road, Suite D-300, Scottsdale, Arizona 85251. We lease office space from an Executive office leasing company (Regis) in which we have access to private offices, conference rooms, training rooms and other corporate facilities on an as needed basis. There are currently no proposed programs for renovation, improvement or development of the facility currently in use. The company pays $125 a month on a month-to-month lease.

PRINCIPAL OPERATIONS AND PRODUCTS OF THE COMPANY

In the General Introduction above, it covered much of our principal operations and current products. However, to provide a brief summary:

CETI is an oil and water technology company that designs water purification solutions for commercial applications and industries.

CETI has aggregated technologies to produce water filtration system that can clean contaminated industrial wastewater.

Pilot Project is in the Alvey Oil Field in West Texas. We are our own first client in that we are the operator of record and leaseholder of an oil field to demonstrate both our water filtration technology as well as our unique oil production processes and related technologies.

Our principal purpose is to engage in environmentally friendly projects involving commercial water filtration and our initial project is in the oil industry, a heavy user of contaminated water.

RISK FACTORS

The Company's financial condition, business, operations and prospects involve a high degree of risk. You are urged to carefully read and consider the risks and uncertainties beginning on page 9 of this prospectus entitled Risk Factors as well as the other information in this report before deciding to invest in our Company. All known materials risks are discussed in the Risk Factors section of this prospectus. If any of the risks beginning on page 9 of this Prospectus entitled “Risk Factors” are realized, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means that our stockholders could lose all or a part of their investment

THE OFFERING

We have 121,254,283 shares of common stock issued and outstanding as of October 31, 2023. Through this offering we will register 8,397,721 shares held by existing shareholders (Selling Stockholders).

We will not receive any of the proceeds from the 8,397,721 shares held by Selling Stockholders.

Selling Stockholders

Common stock offered by Selling Stockholders		8,397,721 shares of common stock. This number represents approximately 7% of our current outstanding common stock (1).



Common stock outstanding before the offering (1)		121,254,283 shares of common stock as of October 31, 2023.

Terms of the Offering		The present Selling Security Holders will determine when and how they will sell the common stock offered in this prospectus.

Use of proceeds, existing Security Holders		Cyber Enviro Tech will not receive any of the proceeds of the offering from the existing Security Holders. The Selling Security Holders will receive all of the proceeds.
Plan of Distribution		The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriter, broker-dealers or agents. Registration of the common stock covered by this prospectus does not mean, however , that such shares necessarily will be offered or sold. See Plan of Distribution.
Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 9.

(1)		Based on 121,254,283 shares of common stock outstanding as of October 31, 2023.

This prospectus relates to the sale of up to 8,397,721 shares of our common stock by the selling shareholders identified in the section of this prospectus entitled "Selling Stockholders." The number of common shares offered by this prospectus represents up to approximately 7% of the total common stock outstanding before the offering.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The Company has no equity compensation plans and individual compensation arrangements except as noted in section “Market for Common Equity and Related Shareholder Matters” and does not intend to enter into any additional equity compensation plans and individual compensation arrangements in the future.

Information regarding the Selling Stockholders (8,397,721 shares), the common shares being offered to sell under this prospectus, and the times and manner in which they may offer and sell those shares, is provided in the sections of this prospectus entitled "Selling Stockholders" and "Plan of Distribution." CETI will not receive any of the proceeds from the sale of the (22) Selling Stockholders 8,397,721 shares. The registration of common shares pursuant to this prospectus does not necessarily mean that any of those shares will ultimately be offered or sold by the Selling Stockholders.

SUMMARY OF FINANCIAL STATEMENTS

The following table provides summary financial statement data for the six months ending June 30, 2023 as well as for the periods ended December 31, 2022 and 2021. The results of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

The following tables set forth a summary of the historical financial data of Cyber Enviro-Tech, Inc.as at and for the years ended December 31, 2022 and 2021. The historical summary financial data set forth in the following tables has been derived from the Company’s financial statements included elsewhere in this prospectus. You should read this data together with the Company’s financial statements and the related notes appearing elsewhere in this prospectus and the information included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company’s historical results are not necessarily indicative of our future results.

Statements of Operation	Six Months Ending			Year Ending			Year Ending
	June 30, 2023			December 31, 2022			December 31, 2021

Total revenue	$	0		$	85,356		$	14,332
Cost of Sales		0			(21,904	)		(3,395	)
Total operating expenses		(1,332,913	)		(545,160	)		(325,378	)
Loss from operations		(1,332,913	)		(481,708	)		(314,441	)
Total other income (expense)		(119,112	)		1,961,070			(3,435,226	)
Net Gain (Loss)		(1,425,025	)		1,479,362			(3,749,667	)
Gain (Loss) per share, basic and diluted		(0.01	)		0.01			(0.04	)
Diluted Weighted average number of shares used in per share calculation-basic		115,943,449			108,094,441			102,908,507

Balance Sheet	As of			As of			As of
	June 30, 2023			December 31, 2022			December 31, 2021

Total current assets		328,057			392,820			347,454
Total assets		4,291,228			2,871,855			1,475,858
Current liabilities		559,974			440,637			359,037
Total Liabilities		2,271,602			1,010,992			4,054,743
Common stock					115,915			104,205
Additional paid in capital		5,254,706			4,368,442			1,141,328
Common stock to be issued		1,283,636			0			154,164
Unearned stock compensation		(685,711	)		(124,274	)		0
Treasury stock, at cost		(66,400	)		(66,400	)		(66,400	)
Accumulated deficit		(3,884,845	)		(2,432,820	)		(3,912,182	)
Total Shareholder equity		2,019,626			1,860,863			(2,578,885	)
Total liabilities and shareholder’s equity		4,291,228			2,871,855			1,475,858

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, including the matters addressed in the section entitled “Caution Regarding Forward-Looking Statements,” beginning on page 3 of this prospectus, before making an investment decision. Our business, prospects, financial condition, and results of operations may be materially and adversely affected as a result of any of the following risks. The value of our securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities. Some of the statements in “Risk Factors” are forward-looking statements. The following risk factors are not the only risk factors facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial condition, and results of operations and it is not possible to predict all risk factors, nor can we assess the impact of all factors on us or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.

(A) RISKS RELATED TO OUR BUSINESS

WE HAVE RECEIVED AN OPINION OF GOING CONCERN FROM OUR AUDITORS. IF WE DO NOT RECEIVE ADDITIONAL FUNDING, WE WOULD HAVE TO CURTAIL OR CEASE DEVELOPMENT STAGE OPERATIONS. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.

Our independent auditors noted in their report accompanying our financial statements for the year ended December 31, 2022 we have generated nominal revenues which resulted in a net operating loss of $481,708 and they stated that the uncertainty related to these conditions raised substantial doubt about our ability to continue as a going concern. This concern is still valid given for the six months ending June 30, 2023, we had a net operating loss of $1,332,913. Our cash on hand as of June 30, 2023 was $148,058. To stay in business, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. As of the date of this prospectus, we have commenced business operations but have generated nominal revenues.

We will need additional capital to fully implement our business, operating and development plans. However, additional funding from an alternate source or sources may not be available to us on favorable terms, if at all. To the extent that money is raised through the sale of our securities, the issuance of those securities could result in dilution to our existing security holder. If we raise money through debt financing or bank loans, we may be required to secure the financing with some or all of our business assets, which could be sold or retained by the creditor should we default in our payment obligations. If we fail to raise sufficient funds, we would have to curtail or cease operations.

THE COMPANY HAS A LIMITED DEVELOPMENT STAGE OPERATING HISTORY UPON WHICH TO BASE AN EVALUATION OF ITS BUSINESS AND PROSPECTS. WE MAY NOT BE SUCCESSFUL IN OUR EFFORTS TO GROW OUR BUSINESS AND TO EARN INCREASED REVENUES.

We have a limited history of development stage operations (April 20, 2020 to June 30, 2023) and we may not be successful in our efforts to grow our business and to earn revenues. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. As a result, management may be unable to adjust its spending in a timely manner to compensate for any unexpected revenue shortfall.

If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

Our ability to achieve and maintain profitability and positive cash flows is dependent upon:

	Our ability to sell our water purification systems that the marketplace accepts to purchase;
	Our ability to attract individuals and relationships to help us sell our systems;
	Meet customer quality standards;
	Our ability to attract customers who will purchase our systems;
	Our ability to generate revenues through the sale of our systems;
	Attain customer loyalty in light of competition;
	Attract, retain, and motivate qualified personnel who can successfully assist us in implementing our business plan.
	Generate sufficient revenues from our pilot oil field project to cover expenses;
	The price of West Texas Intermediate oil;
	Finding sufficient and qualified labor to produce and support our product;
	Obtain necessary supplies on a timely basis to keep up with production as well as consumer needs;

WE CURRENTLY DEPEND UPON THIRD-PARTY SUPPLIERS AND EXPECT TO DEPEND ON THIRD PARTY SUPPLIERS IN THE FUTURE, INCLUDING CONTRACT MANUFACTURERS AND SINGLE SOURCE SUPPLIERS, MAKING US VULNERABLE TO SUPPLY PROBLEMS AND PRICE FLUCTUATIONS.

We have experienced longer lead times in the supply of our components because of global supply chain disruption caused in-part by the ongoing COVID-19 pandemic, which have led to the building-up in inventory as well as the significant increase in prepaid inventory as suppliers are requiring upfront deposits.

We rely on or will rely on third-party suppliers, including in some instances single source suppliers, to provide us with components of our oil production technologies and manufacturing of our water filtration system.

We will enter into supply agreements prior to commercial manufacture of our water filtration system (as of this date we have entered into one agreement with Crosstex Environmental STX, LLC on October 8, 2023; we have not generated any revenue from this agreement at this time) to minimize risk associated with such things as the potential for loss of commercial access to the product, change or modification to the product, payment terms, and shelf life or stability that could negatively affect our manufactured products. All other supplies are subject to standard purchasing terms. The number of suppliers feeding into the production of our water filtration system is expected to be more than five worldwide. We consider a select few of these suppliers, located in the United States, and Europe, as critical single source providers of components. We may also fail to secure terms within supply agreements to effectively mitigate all risks associated with the use of a third-party provider.

In addition, we may purchase supplies through purchase orders and may not have long-term supply agreements with, or guaranteed commitments from, many of our suppliers, including single source suppliers. Additionally, we will rely on contract manufacturers for the production of our water filtration system. We depend on our suppliers and contract manufacturers to provide us with materials in a timely manner that meet our and their quality, quantity, and cost requirements. These suppliers and contract manufacturers may encounter problems during manufacturing, delivery, or any other issue for a variety of reasons, any of which could delay or impede their ability to meet our demand. These include, but are not limited to:

ceasing to produce the components we need or ending their business relationship with us;

limited inventory and inability for our suppliers to produce more than our original customer demand forecasts;

limited availability of additional or alternate suppliers and contracts manufacturers;

potential supply chain disruptions and shortages due to the COVID-19 pandemic.

Any of the foregoing may adversely and materially affect our business. And despite our continuous efforts

to procure additional alternate third-party suppliers and contract manufacturers, we cannot guarantee we will find alternatives, or that we will not be affected by supply chain disruptions, shortages, and other issues.

WE HAVE A HISTORY OF LOSSES. FUTURE LOSSES AND NEGATIVE CASH FLOW MAY LIMIT OR DELAY OUR ABILITY TO BECOME PROFITABLE. IT IS POSSIBLE THAT WE MAY NEVER ACHIEVE PROFITABILITY. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.

Since September 2020, when the majority ownership of the Company changed hands, we have yet to established profitable development stage operations or a history of profitable development stage operations. We anticipate that we will continue to incur substantial development stage operating losses in the near future due to the significant costs associated with the development of our business.

The Company’s ability to become profitable depends on its ability to generate and sustain sales of its water purification systems while maintaining reasonable expense levels. If the Company does achieve profitability, it cannot be certain that it would be able to sustain or increase profitability on a quarterly or annual basis in the future.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

We will need to obtain additional financing in order to complete our business plan. We do not have any arrangements yet for outside financing and we may not be able to find such financing if required.

Obtaining additional financing would be subject to a number of factors, including investor acceptance. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us. If we do not obtain additional financing our business may fail.

WE HAVE FEW INDIVIDUALS OR BUSINESSES OFFERING TO PURCHASE OUR PRODUCTS AT THIS TIME. EVEN IF WE HAVE INDIVIDUALS OR BUSINESSES OFFERING TO PURCHASE OUR PRODUCTS, THERE IS NO ASSURANCE THAT WE WILL MAKE A PROFIT.

We have very few individuals or businesses offering to purchase our water filtration systems at this time. We have identified individuals and businesses who we believe will purchase our products, but we cannot guarantee we will ever have any individuals or businesses purchase our products. Even if we obtain individuals and or businesses offering to purchase our products, there is no guarantee that we will be able to generate enough sales to operate profitably. If we are not able to operate profitably, we may have to suspend or cease operations.

BECAUSE WE ARE A DEVELOPMENT COMPANY AND LITTLE CAPITAL, WE MUST LIMIT THE MARKETING OF OUR FUTURE PRODUCT TO POTENTIAL INDIVIDUALS AND/OR BUSINESSES. AS A RESULT, WE MAY NOT BE ABLE TO ATTRACT ENOUGH CUSTOMERS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Because we are a developing company with minimal operating capital, we must limit marketing of our future products. The sale of our water purification systems through individuals and companies who have years of experience and have developed prior relationships is how we initially intend to generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough clients to purchase our water filtration systems and to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

We will need to obtain additional financing in order to complete our business plan because we currently have nominal income. While we have been seeking to obtain financing, we do not currently have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us. If we do not obtain additional financing our business will fail.

No assurance can be given that Cyber Enviro-Tech will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business plan will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing will have a material adverse effect upon the results of its operations and its financial conditions.

OUR DEVELOPMENT STAGE OPERATING RESULTS WILL BE VOLATILE AND DIFFICULT TO PREDICT. IF THE COMPANY FAILS TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE SIGNIFICANTLY.

Management expects both quarterly and annual development stage operating results to fluctuate significantly in the future. Because our development stage operating results will be volatile and difficult to predict, in some future quarter our development stage operating results may fall below the expectations of securities analysts and investors. If this occurs, the trading price of our common stock may decline significantly.

A number of factors will cause gross margins to fluctuate in future periods. Factors that may harm our business or cause our development stage operating results to fluctuate include the following: the ability of competitors to offer new or enhanced technology superior to ours; price competition; the failure to develop marketing relationships with key business partners; increases in our production costs; the amount and timing of development stage operating costs and capital expenditures relating to 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 oil. Any change in one or more of these factors could reduce our ability to earn and grow revenue in future periods.

OUR CURRENT BUSINESS DEVELOPMENT STAGE OPERATIONS RELY HEAVILY UPON OUR KEY EMPLOYEES, MR. SOUTHWORTH, MR. AGARDY, AND MR. LEBOFFE.

We have been heavily dependent upon the expertise and management of Mr. Southworth, our Chief Executive Officer, Mr. Agardy, our President, and Mr. Leboffe, our CFO. Future performance of the Company will depend upon their continued services. The loss of the services of Mr. Southworth, Mr. Agardy, or Mr. Leboffe could seriously interrupt our business operations and could have a very negative impact on our ability to fulfill our business plan and to carry out our existing development stage operations. The Company currently does not maintain key man life insurance on these individuals. There can be no assurance that a suitable replacement could be found for any of them upon retirement, resignation, inability to act on our behalf, or death.

THE LIMITED PUBLIC COMPANY EXPERIENCE OF OUR OFFICERS COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

Our officers have limited public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has had limited experience for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our officers may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

WE FACE SIGNIFICANT COMPETITION WHICH COULD ADVERSELY AFFECT OUR PROFITABILITY.

The water purification industry is intensely competitive. Many of our competitors have greater financial, technical, marketing, and public relations resources than we do. Our sales may be harmed to the extent we are not able to compete successfully against our competitors. There can be no assurance that in the future we will be able to successfully compete with our competitors or that we will not face greater competition from other water purification companies.

IF WE ARE UNABLE TO MEET THE RAPID CHANGES IN THE WATER PURIFICATION MARKETPLACE, OUR MARKETING PLAN MAY BECOME OBSOLETE.

Due to the costs and management time required to install our products, we may not be able to respond in a timely manner to avoid becoming uncompetitive. To remain competitive, we must meet the challenges of the introduction by our competitors of new technology and methods of water purification.

OUR BUSINESS COULD GROW FASTER THAN OUR INFRASTRUCTURE. WE MAY NOT HAVE THE NECESSARY RESOURCES OR AVAILABLE FUNDS TO MAINTAIN OPERATIONS WHICH MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

It is possible that our business could grow much faster than our infrastructure and available resources. New customers could lose confidence during the time it takes for our business to expand and adjust which may have an adverse effect on our business operations.

(B) RISKS RELATED TO THE OFFERING AND OUR SECURITIES

WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

OUR CONTROLLING STOCKHOLDERS MAY TAKE ACTIONS THAT CONFLICT WITH YOUR INTERESTS.

Mr. Kim D. Southworth, our Chief Executive Officer and TJ Agardy, our President collectively own 52% of our capital stock with voting rights. Mr. Southworth and Mr. Agardy are able to exercise control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions, and they have significant control over our management and policies. The directors elected by the controlling stockholders will be able to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other stockholders to approve transactions that they may deem to be in their best interest. For example, these controlling stockholders will be able to control the sale or other disposition of our operating businesses and subsidiaries to another entity. The interests of the controlling stock holders may differ from the interests of our other stockholders and thus may result in corporate decisions that are disadvantageous to our other shareholders.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

In the future, we may issue our authorized but unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 360,000,001 shares of capital stock consisting of 350,000,000 shares of common stock, par value $0.001 per share in which 121,254,283 shares have been issued and outstanding and 10,000,001 shares of Non-Convertible Preferred Stock, par value $0.001 per share of which 2.5 shares are issued and outstanding as follows; 1 share of Series A Preferred Stock, 1 share of Series B Preferred Stock and 0.5 share of Series C Preferred Stock.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. Any such issuances will result in immediate dilution to our existing shareholder’s interests, which will negatively affect the value of their shares. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes.

OUR COMMON STOCK IS CONSIDERED PENNY STOCKS, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

Since our common stock is tradable in the secondary market, we will be subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our stock. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect stockholders’ ability to resell our common stock.

(C) RISKS RELATED TO THE INDUSTRY

RISKS RELATING TO THE OIL AND NATURAL GAS INDUSTRY

THE MARKETABILITY OF NATURAL RESOURCES IS AFFECTED BY NUMEROUS FACTORS BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT SELLING AN ADEQUATE RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and natural gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and natural gas and environmental protection regulations. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

OIL NATURAL GAS OPERATIONS AND WATER FILTRATION ARE SUBJECT TO COMPREHENSIVE REGULATION WHICH MAY CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE ANTICIPATED CAUSING AN ADVERSE EFFECT ON OUR COMPANY.

Oil, natural gas and water filtration operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil, natural gas and water filtration operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for oil drilling and water filtration operations to be conducted; no assurance can be given that standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. To date, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to expand or maintain our operations.

EXPLORATION AND PRODUCTION ACTIVITIES ARE SUBJECT TO CERTAIN ENVIRONMENTAL REGULATIONS WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR CONTINUATION OF OUR OPERATIONS.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The business of oil, natural gas and water filtration exploration and development is subject to substantial regulation under various countries laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of oil and natural gas and related products and other matters. Amendments to current laws and regulations governing operations and activities of oil, natural gas and water filtration exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties subject to our farm-out agreements and the oil, natural gas and water filtration industry generally will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions which may adversely affect our exploration and development activities.

IF OUR ASSESSMENT OF OUR LEASED PROPERTY, OR ANY FUTURE LEASED PROPERTIES, IS MATERIALLY INACCURATE, IT COULD HAVE SIGNIFICANT IMPACT ON FUTURE OPERATIONS AND EARNINGS.

The successful acquisition of producing properties requires assessments of many factors, which are inherently inexact and may be inaccurate, including the following:

	•	the amount of recoverable reserves;
	•	future oil and natural gas prices;
	•	estimates of operating costs;
	•	estimates of future development costs;
	•	estimates of the costs and timing of plugging and abandonment; and
	•	potential environmental and other liabilities.

Our assessment will not reveal all existing or potential problems, nor will it permit us to become familiar enough with the properties to assess fully their capabilities and deficiencies.

IF OIL, NATURAL GAS AND WATER FILTRATION PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITE-DOWNS OF THE CARRYING VALUE OF OUR OIL AND NATURAL GAS PROPERTY, POTENTIALLY NEGATIVELY IMPACTING THE TRADING VALUE OF OUR SECURITIES.

Accounting rules require that we review periodically the carrying value of our oil natural gas and water filtration property for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our oil and natural gas property. A write-down could constitute a non-cash charge to earnings. It is likely the cumulative effect of a write-down could also negatively impact the trading price of our securities.

WE MAY INCUR SUBSTANTIAL LOSSES AND BE SUBJECT TO SUBSTANTIAL LIABILITY CLAIMS AS A RESULT OF OUR OIL, NATURAL GAS AND WATER FILTRATION OPERATIONS.

We do not currently have insurance for possible risks. Losses and liabilities arising from uninsured events could materially and adversely affect our business, financial condition or results of operations. The oil, natural gas and water filtration production activities will be subject to all of the operating risks associated with the production of oil, natural gas and water filtration, including the possibility of:

	•	environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;
	•	abnormally pressured formations;
	•	mechanical difficulties;
	•	fires and explosions;
	•	personal injuries and death; and
	•	natural disasters.

Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to our company. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not fully covered by insurance, then it could adversely affect us.

WE "OPERATOR" ON OUR OWN WELLS AND ON OUR OWN PROPERTY, AND SO WE ARE EXPOSED TO THE RISKS OF OUR WORK AS THE OPERATOR.

We will be relying on our own oil, gas and water filtration exploration and development operators for their judgment, experience and advice. We can give no assurance that are operators or consultants will always act in our best interests, and we are exposed as to their operations and actions and advice in those properties and activities in which we are contractually bound.

UNLESS WE REPLACE OUR OIL, NATURAL GAS AND WATER RESERVES, OUR RESERVES AND PRODUCTION WILL DECLINE, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOWS AND INCOME.

Unless we conduct successful development and exploration activities or acquire properties containing proved reserves, our reserves when we find them will decline as those reserves are produced. We currently have no proved reserves on our property. Producing oil, natural gas and water reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our future oil and natural gas reserves and production, and, therefore our cash flow and income, are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. If we are unable to develop, exploit, find or acquire additional reserves to replace our current and future production, our cash flow and income will decline as production declines, until our existing property would be incapable of sustaining commercial production.

IF ACCESS TO MARKETS IS RESTRICTED, IT COULD NEGATIVELY IMPACT OUR PRODUCTION, OUR INCOME AND ULTIMATELY OUR ABILITY TO RETAIN OUR LEASE AND ANY FUTURE LEASES.

Market conditions or the unavailability of satisfactory oil and natural gas gathering arrangements may hinder access to oil and natural gas markets or delay production. The availability of a ready market for our oil and natural gas production depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of reserves to pipelines and terminal facilities. The ability to market production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities owned and operated by third parties. Our failure to obtain such services on acceptable terms could materially harm our business.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference in this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our management and management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. Actual results or performance may be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements that involve a number of risks, uncertainties (some of which are beyond the parties' control) or other assumptions.

USE OF PROCEEDS

We will not receive any of the proceeds of the sale of the 8,397,721 shares of common stock by the twenty-two (22) Selling Stockholders. All proceeds from the sale of 8,397,721 shares will be for the account of the twenty-two (22) Selling Stockholders, as described below in the sections entitled "Selling Stockholders" and "Plan of Distribution."

With the exception of any brokerage fees and commission which are the obligation of the Selling Stockholders, we are responsible for the fees, costs and expenses of this offering which are estimated to be $25,000, inclusive of our legal and accounting fees, printing costs and filing and other miscellaneous fees and expenses, of which the Company has incurred approximately $10,000 as of October 31, 2023.

MARKET PRICE AND DIVIDENDS

Market Price for our Common Stock

Our common stock commenced quotation on the OTCQB under the symbol “CETI” on April 30, 2021.

On October 31, 2023, the closing price per share of our common stock as quoted on the OTCQB was $0.32.

Holders

As of October 31, 2023 there were approximately 435 stockholders of record. This number does not include an indeterminate number of stockholders whose shares are held by brokers in street name through depositaries, including CDS & Co and Cede & Co. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock.

Dividend Policy

We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of our board of directors (the “Board”) and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board deems relevant. Our ability to pay cash dividends is subject to limitations imposed by state law.

SELLING STOCKHOLDERS

The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders for shares issued for services, shares issued for cash, shares issued for interest on loan and founders’ shares . We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock or in the footnotes to the table below, the selling stockholders have not had any material relationship with us within the past three years.

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders.

The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution”.

The common shares being offered for resale by the Selling Stockholders consist of the 8,397,721 shares of our common stock held by 22 shareholders.

The shareholders include the holders of the (1) 3,171,825 shares of its $0.001 par value common stock during September 2020 through October 31, 2023 as founder shares in a private placement under Rule 506 of the Securities Act of 1933 for $3,172 in services, or $0.001 per share there are a total of (8) individual investors. .

The shareholders include the holders of the (2) 960,896 shares of its $0.001 par value common stock during January 2021 through October 31, 2023 as shares sold for cash of $93,000 for a total of (8) individuals.

The shareholders include the holders of the (3) 4,215,000 shares of its $0.001 par value common stock during January 2021 through October 31, 2023 as shares sold for services of $163,863 for a total of (5) individual service providers.

The shareholders include the holder of the (4) 50,000 shares of its $0.001 par value common stock during January 2021 through October 31, 2023 as shares paid for interest on a loan of $13,000 for a total of (1) individual.

The number of shares of common stock to be beneficially owned by each of the Selling Stockholders as of October 31, 2023 is set forth in the table below. The shares being offered hereby are being registered to permit public secondary trading, and so that the Selling Stockholders may offer all or part of the shares for resale from time to time. However, the Selling Stockholders are under no obligation to sell all or any portion of such shares nor are the Selling Stockholders obligated to sell any shares immediately upon effectiveness of this prospectus.

The following table presents information regarding the Selling Stockholders and the shares that may be sold by them pursuant to this prospectus. See also Security Ownership of Certain Beneficial Owners and Management.

Cyber Enviro-Tech, Inc.

	Shares Registered		Purchase Date	Cost Basis		Percent Offering
Name						Before			After
Douglas Lee Robinson		1,203,075	11/12/2020		0.001		0	%		<1%
Ray Ebert		512,500	11/12/2020		0.059		0	%		<1%
Teddy Ray Hogue		350,000	11/12/2020		0.001		0	%		<1%
Brian Blaszczak		175,000	11/12/2020		0.001		0	%		<1%
Adam Tracy/or nominee		175,000	11/12/2020		0.001		0	%		<1%
Katheryn Butterfield		503,125	11/12/2020		0.001		0	%		<1%
Brook & Corbin Southworth (i)		437,500	11/12/2020		0.001		0	%		<1%
Nancy Hawthorne		240,625	11/12/2020		0.001		0	%		<1%
Steven D. Juhan		175,000	11/12/2020		0.001		0	%		<1%
Absolute Wheel Power (David Eves)		43,750	11/12/2020		0.069		0	%		<1%
Paul Warren Hart		525,000	11/12/2020		0.001		0	%		<1%
Marilynn Schmuki		87,500	11/12/2020		0.001		0	%		<1%
Tyler Southworth (ii)		50,000	12/7/2021		0.260		0	%		<1%
Winston P. McKeller (iii)		250,000	12/7/2021		0.200		0	%		<1%
Benjamin Barry		15,000	7/21/2023		0.350		0	%		<1%
Joseph Isaacs		3,250,000	Various		0.033		0	%		<1%
Ernest Bevans		14,286	3/22/2021		0.350		0	%		<1%
Vanessa Demattei		14,286	4/5/2021		0.350		0	%		<1%
Lenora Rodriguez		28,572	3/22/2021		0.350		0	%		<1%
Frank Keligenyi		14,286	3/22/2021		0.350		0	%		<1%
Ramonte Parea Hackman		14,286	3/22/2021		0.350		0	%		<1%

TOTAL:		8,397,721

None of the Selling Stockholders: Except for the following (i), (ii) and (iii):

•

has had a material relationship with us any time within the past three years; or

•

has ever been one of our officers or directors or an officer or director of our predecessors or affiliates

Brook & Corbin Southworth, Corbin Southworth is the son of Kim Southworth the company CEO and Director, Brook Southworth is the daughter-in-law of Kim Southworth

ii)

Tyler Southworth is the son of Kim Southworth the company CEO and Director

iii)

Winston P. McKellar, is the Director of IR/PR

SELLING STOCKHOLDERS

The twenty-two (22) selling Stockholders may also sell shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating as agent in such transactions may receive a commission from the Selling Stockholders or, if they act as agent for the purchaser of such common stock, a commission from the purchaser. The Selling Stockholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. We can provide no assurance that all or any of the common stock offered will be sold by the Selling Security Holder.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; there is an exemption from such registration or if there is a qualification requirement available and with which Cyber Enviro-Tech has complied.

In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934 (the "1934 Act"); (ii) enable the common stock to be traded on the OTC Markets and (iii) to increase the number of Company shares available for purchase in the Market.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors. We will at some point in the near future need to raise additional capital through private placement offerings. We believe that obtaining reporting company status under the 1934 Act on January 20, 2022 and trading on the OTC Markets should increase our ability to raise these additional funds from investors.

The Selling Stockholder and any broker-dealers or agents must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the Selling Stockholder is engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

·	Not engage in any stabilization activities in connection with our common stock;
·	Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and,
·	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

There is no assurance that the Selling Stockholder will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed broker/dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met. There are no pre-existing contractual agreements for any person to purchase the shares.

Of the 121,254,283 shares of common stock outstanding as of October 31, 2023, 87,770,835 shares are owned by our controlling stockholders. Selling Stockholders will hold 8,397,721 shares held by 22 investors (See Selling shareholders listed above).

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs, and it is anticipated that all available cash will be needed for our operations, in the foreseeable future.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker-dealers receiving penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker-dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.

PLAN OF DISTRIBUTION

The selling stockholders, which, as used herein, includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock previously issued and the shares of common stock issuable upon exercise of the warrants, or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling stockholders may sell their shares of our common stock pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a

portion of the block as principal to facilitate the transaction;

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●

an exchange distribution in accordance with the rules of the applicable exchange;

●

privately negotiated transactions;

●

short sales;

●

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

●

a combination of any such methods of sale; and

●

any other method permitted pursuant to applicable law.

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. We will bear all fees and expenses incident to the registration of the selling stockholders’ shares of common stock in the registration statement of which this prospectus forms a part.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until such time as the shares offered by the selling stockholders have been effectively registered under the Securities Act and disposed of in accordance with such registration statement, the shares offered by the selling stockholders have been disposed of pursuant to Rule 144 under the Securities Act or the shares offered by the selling stockholders may be resold pursuant to Rule 144 without restriction or limitation (including without the requirement to be in compliance with Rule 144(c)(1)) or another similar exemption under the Securities Act.

There can be no assurance that any selling stockholder will sell any or all of such selling stockholders shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

Once sold under the registration statement, of which this prospectus forms a part, the shares of the selling stockholder will be freely tradeable in the hands of persons other than our affiliates.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Our securities are listed on the OTC MARKETS (PINK) quotation service under the ticker symbol “CETI”. We are required to comply with the timely disclosure policies of the OTC MARKETS exchange or quotation service. The requirements to which we would be subject if our securities were so listed typically include the timely disclosure of a material change or fact with respect to our affairs and the making of required filings. The Company intends to provide audited financial statements to our security holders as well as hold an annual meeting. The company intends to have its shares listed and quoted on the OTC, OTCQX, or OTCQB once the registration statement becomes effective.

We become a reporting company with the Securities and Exchange Commission, on January 20, 2023, the public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is www.sec.gov.

There are no outstanding options or warrants to purchase, shares of our common stock. Except for two investors listed below.

There are 3,450,000 warrants outstanding as of the October 31, 2023 to two warrant holders. 3,400,000 are currently exercisable with the remaining 50,000 exercisable as of 3/7/2024.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Plan of Operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

SELECTED FINANCIAL DATA

You should read the following selected financial data together with our financial statements and the related notes appearing at the end of this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this prospectus. We have derived the statement of operations data and balance sheet data for the years ended December 31, 2022, and 2021 from our audited financial statements appearing at the end of this prospectus. The audited financial statements reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair presentation of the audited financial statements. Our historical results are not necessarily indicative of results that should be expected in any future period.

	December 31, 2022			As of December 31, 2021
Total current assets	$	392,820		$	347,454
Total assets	$	2,871,855		$	1,475,858
Current liabilities	$	440,637		$	359,037
Total liabilities	$	958,496		$	4,054,743
Additional paid-in capital	$	4,368,442		$	1,141,328
Accumulated deficit	$	(2,432,820	)	$	(3,912,182	)
Total shareholders’ equity (deficit)	$	1,913,359		$	(2,578,885	)
Total liabilities and shareholders’ equity	$	2,871,855		$	1,475,858

	December 31, 2022			December 31, 2021

Sales	$	85,356		$	14,332

Cost of sales		(21,904	)		(3,395	)

Gross margin		63,452			10,937

Operating Expenses:
Professional fees		58,327			30,893
General and administrative		98,431			61,485
Consulting		388,402			233,000
Total operating expenses		545,160			325,378

Loss from operations		(481,708	)		(314,441	)

Other Income (Expense):
Change in fair value of derivatives		2,638,153			(1,707,272	)
Loss on issuance of derivatives		(149,010	)		(1,409,462	)
Gain on extinguishment of debt		627,591			—
Change in fair value of contingent liability		(2,731	)		542
Interest expense		(1,152,933	)		(319,034	)
Total other income (expense)		1,961,070			(3,435,226	)

Net Income (Loss)	$	1,479,362		$	(3,749,667	)

Loss per share, basic and diluted		0.01			(0.04	)
Weighted average shares outstanding, basic and diluted	$	108,094,441		$	102,908,507

Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021

The following table provides selected financial information from the condensed consolidated financial statements of income for the years ended December 31, 2022 and 2021. All dollar amounts set forth in the table below are expressed thousands of dollars, except share and per share amounts.

	December 31,			December 31,
	2022			2021			Change $			Change %

Sales	$	85,356		$	14,332			71,024			496	%

Cost of sales		(21,904	)		(3,395	)		(18,509	)		745	%

Gross margin		63,452			10,937			52,515			480	%

Operating Expenses:
Professional fees		58,327			30,893			27,434			89	%
General and administrative		98,431			61,485			36,946			60	%
Consulting		388,402			233,000			155,402			67	%
Total operating expenses		545,160			325,378			219,782			68	%

Loss from operations		(481,708	)		(314,441	)		(167,267	)		53	%

Other Income (Expense):
Change in fair value of derivatives		2,638,153			(1,707,272	)		4,345,425			255	%
Loss on issuance of derivatives		(149,010	)		(1,409,462	)		1,260,452			-89	%
Gain on extinguishment of debt		627,591			—			627,591			100	%
Change in fair value of contingent liability		(2,731	)		542			(3,273	)		604	%
Interest expense		(1,152,933	)		(319,034	)		(833,899	)		261	%
Total other income (expense)		1,961,070			(3,435,226	)		5,396,296			-157	%

Net Income (Loss)	$	1,479,362		$	(3,749,667	)		5,229,029			-139	%

Loss per share, basic and diluted		0.01			(0.04	)		0.05			125	%
Weighted average shares outstanding, basic and diluted		108,094,441			102,908,507			5,185,934			5	%

Six Months Ending June 30, 2023 Compared to the Six Months Ending June 30, 2022


	Six Months Ending			Six Months Ending
	June 30, 2023			June 30, 2022			Change $			Change %
Operating Expenses:
Professional fees		65,288			29,175			36,113			124	%
General and administrative		131,111			54,983			76,128			138	%
Consulting		1,136,514			156,312			980,202			627	%
Total operating expenses		1,332,913			240,470			1,092,443			454	%

Loss from operations		(1,332,913	)		(240,470	)		(1,092,443	)		454	%

Other Income (Expense):
Change in fair value of derivatives		49,392			2,638,153			(2,588,761	)		98	%
Loss on issuance of derivatives		(86,858	)		(149,010	)		62,152			-42	%
Loss on sale of asset		(3,600	)		—			(3,600	)		-100	%
Gain on Extinguishment of debt		—			627,591			(627,591	)		100	%
Change in fair Value of contingent liability		1,050			(3,031	)		4,081			135	%
Interest expense		(79,096	)		(1,224,495	)		1,145,399			-94	%
Total other income (expense)		(119,112	)		1,889,208			(2,008,320	)		-106	%

Net Income (Loss)	$	1,452,025		$	1,648,738			5,229,029			-139	%

Loss per share, basic and diluted		(0.01	)		0.02			(0.03	)		150	%
Weighted average shares outstanding, basic and diluted		115,943,449			106,954,123			8,989,326			8	%

GENERAL OVERVIEW

Business Background

CYBER ENVIRO-TECH, INC. is a publicly held Wyoming oil and water 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

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 exchanged thirty-five shares of common stock for one share of Global.

April 29, 2021, was the Announcement Date where NexGen Holdings, Corp. changed its name to Cyber Enviro-Tech, Inc. and the Market Effective date was April 30, 2021. The symbol for Cyber Enviro-Tech, Inc. is CETI. All numbers in this S-1 have been retroactively restated to reflect the reverse split.

GENERAL OVERVIEW

DESCRIPTION OF BUSINESS

We are an exploration stage company with limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. We currently own the mineral rights to a 479- acre, 33-well, Pilot Oil Field located in Callahan County, Texas. These rights were secured from D-Bar Leasing, Inc, formerly owned by Mr. Danny Hyde.

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 Biolectronics, Corp. in April 1992.

Bankruptcy, receivership;

The company has never filed Bankruptcy or been involved in any receiverships or similar proceedings

Material reclassification;

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

Business of Cyber Enviro-Tech, Inc;

Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We do this by integrating technologies to include cyber, aerospace, satellite, industrial and AI engineering telemetry. Our water filtration, waste water and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device.

There are 26 oil wells on our Pilot Oil Field and when funds become available the Company will change over the old pumper jack systems to CETI’s current system.

The Company is reviewing its next project where CETI would complete its field water filtration system and put the system into use on the Pilot Oil field in Callahan County. At this time CETI has not put its water filtration system into place at any location except on October 8, 2023 the Company entered into its first water filtration agreement with Crosstex Environmental STX, LLC to put the water filtration system into the field.

Our focus for the current fiscal year will be on further developing oil production on 479-acre Pilot Oil Field in Callahan County, Texas.

The Companies industrial wastewater filtration technology will provide the following benefits to its customers including;

Creative online monitoring to ensure and maintain water quality remotely in real time.

Utilizing the leading water filtration processes and technologies to make water usage and consumption safer, more efficient and less expensive.

Combined technologies that should produce a water filtration system that can treat water related contamination.

Through high volume water purification technologies, we can recycle contaminated water for reuse to address the depleting consumable supply.

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 October 31, 2023 the company has not employed any individuals or companies for its B2B Sales Strategy.

Market Demand and Size - CETI’s Water System can be modified to address many of the water contamination issue that exists anywhere in the world. The markets envisioned for the CETI Water system when funds permit would be both domestic (U.S.) and global.

GENERAL INFORMATION ABOUT OUR CURRENT WORKING INTEREST

ACQUISITION OF THE WORKING INTEREST

On February 10, 2021, CETI entered into an agreement with EDH where CETI received a higher percentage of the Working Interest (gross revenue less royalty payments to the landowners). Of the 100% working interest under the December 31, 2021 Agreement between EDH and CETI, EDH receives 18.75% less its share of all operating costs, taxes, shipping and other expenses associated with the rework, production and delivery of oil from the existing wells on the Alvey Oil Field. Said 18.75% working interest is to be paid in perpetuity. The remaining 81.25% working interest is to be paid to CETI less its share of taxes, shipping and other expenses associated with the rework, production and delivery of oil from the existing wells on the Alvey. For any new wells put into production by CETI, the working interest to EHD, less all its expenses, is 5%.

In addition to the working interest payments due EDH from well production, EDH will receive $450,000 to be paid in installments. As of December 2022, the remaining amount owed on this is $343,500.

Our focus for the current fiscal year will be on further locating and developing new working interests, while continuing to pursue acquisition of new leases and/or existing oil and gas wells which have potential for production based on the addition of our water filtration system, if revenues warrant.

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

General Area: The Alvey Oil Field, (Pilot Oil Field) is further described as being situated on 479 acres of land within Callahan County Texas.

Callahan County is a county located in the U.S. state of Texas. As of the 2020 census, the population was 13,708. Its county seat is Baird. The county was founded in 1858 and later organized in 1877. It is named for James Hughes Callahan, an American soldier in the Texas Revolution. Callahan County is included in the Abilene, Texas metropolitan statistical area.

According to the U.S. Census Bureau, the county has a total area of 901 square miles (2,330 km²), of which 899 sq mi (2,330 km²) are land and 1.9 sq mi (4.9 km²) (0.2%) are covered by water.

Callahan Divide is range of hills that extends 26 miles (42 km) from west to southeast through Taylor and Callahan Counties, with highest elevation 2,411 ft (735 m), which together with other elevated areas in the two counties provide advantages in wind energy.

Callahan County, TX ranks #181 in the state (Texas) for BOE produced in the most recent month (May 2022).

[MAP SHOWING Pilot wells in Callahan County Texas]

BIBLIOGRAPHY:

Wikipedia, Texas Individual County Chronologies May 13, 2015

Callahan County, TX Oil & Gas Activity, https://www.mineralanswers.com/texas/callahan-county

MARKETS

The availability of a ready market and the prices obtained for produced oil depends on many factors, including the extent of domestic production and imports of oil, the proximity and capacity of pipelines and other transportation facilities, fluctuating demand, the marketing of competitive fuels, and the effects of governmental regulation on production and sales. A ready domestic market for oil exists because of the presence of pipelines for transport. The existence of an international market exists depends upon the presence of international delivery systems and political and pricing factors.

If we are successful in the continuing production of oil on the Pilot Project and possible additional properties, the operation of our Pilot Project will continue to target refiners, remarketers and third-party intermediaries, who either have, or have access to, consumer delivery systems. We will continue to sell the oil from our three wells Pilot Project under both short-term (less than one year) and long-term (one year or more) agreements at prices negotiated with third parties. Currently BML, a third-party operator, picks up the oil from the Company’s Pilot Oil Field and purchases the oil that they have picked up from CETI. CETI receives the proceeds from the sale of oil within 30 days. The price is based upon a 20-day floating average. Typically, either the entire contract (in the case of short-term contracts) or the price provisions of the contract (in the case of long-term contracts) are renegotiated at intervals ranging in frequency from daily to annually.

COMPETITION

We operate in a highly competitive environment for acquiring properties, modernizing existing wells and marketing oil that is produced. The majority of our competitors possess and employ financial, technical and personnel resources substantially greater than ours, which can be particularly important in the areas in which we plan to operate. Those companies may be able to pay more for productive properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial resources permit. Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Also, there is substantial competition for capital available for investment in the oil and natural gas industry.

Current competitive factors in the domestic oil and gas industry are unique. The actual price range of crude oil is largely established by major international producers. Pricing for natural gas is more regional; however, more favorable prices can usually be negotiated for larger quantities of oil and/or gas product. In this respect, while we believe we have a price disadvantage when compared to larger producers, we view our primary pricing risk to be related to a potential decline in international prices to a level which could render our production uneconomical.

We will be committed to use the services of the existing gathering companies in our present area of production. This potentially gives such gathering companies certain short-term relative monopolistic powers to set gathering and transportation costs, because obtaining the services of an alternative gathering company may require substantial additional costs.

General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for oil and gas, and the markets for synthetic fuels and alternative energy sources.

In the face of competition, we may not be successful in acquiring, exploring or developing profitable oil and gas properties or interests, and we cannot give any assurance that suitable properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the industry by:

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keeping our costs low;

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relying on the strength of our President’s contacts; and

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using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

DISTRIBUTION METHODS

Currently BML, a third-party operator, picks up the oil from the Company’s Pilot Oil Field and purchases the oil that they have picked up from CETI. CETI receives the proceeds from the sale of oil within 30 days. The price is based upon a 20-day floating average. Typically, either the entire contract (in the case of short-term contracts) or the price provisions of the contract (in the case of long-term contracts) are renegotiated at intervals ranging in frequency from daily to annually.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

On June 6, 2020, NexGen Holdings, Corp, amended their articles, by designating a Special 2020 Super Voting class of shares. “One (1) Share of Preferred is designated as Special 2020 Super Voting see attached designation”. The result of the designation gave the 2020 Series A Preferred Stock stockholder 60% of all votes (including, but not limited to, common stock and preferred stock. See attached exhibit “A” incorporated herein by this reference.

On September 3, 2020, Synergy Management Group, LLC (“Synergy”) and Global Environmental Technologies, Inc (“Global”), a Wyoming Corporation 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 $66,400 ($40,000 in cash and 15,000 shares of stock, post reverse split of one share for every 20 shares on April 30, 2021). The one share of Special 2020 Series A is convertible at 1 into 150,000,000 common shares and super voting rights of 60% of all votes which would represent 60% control of NexGen Holdings, Inc. The shares of stock are to be awarded contingent upon the effectiveness of a S-1 Registration which took place on January 19, 2023.

On September 23, 2020, NexGen Holdings, Corp changed its name to Cyber Enviro-Tech, Inc. and authorized common shares would become 2,500,000,000 with a par value of $0.001. Per the terms of the agreement, the Company exchanged thirty-five shares of its common stock for one share of Global common stock.

The transaction was accounted for as a change in control with NexGen being considered the accounting acquired company and Global being considered the accounting acquirer. In accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations” and ASC 250, “Accounting Changes and Error Corrections”, when an accounting change results in financial statements that are, in effect, the statements of a different reporting entity, the change shall be retrospectively applied to the financial statements of all prior periods presented to show the financial information for the new reporting entity for those periods. The financial statements of the accounting acquirer shall report results of operations for the period in which the transfer occurs as though the transfer of net assets or change of equity interests had occurred at the beginning of the period. Results of operations for that period will thus comprise those of the accounting acquirer from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period.

On October 6, 2020, Global Environmental Technologies, Inc. a Wyoming corporation and NexGen Holdings, Inc. agreed to exchange shares. The agreement allowed for the exchange of one share of Global Environmental Technologies, Inc. for 35 shares of NexGen Holdings, Inc. This exchange agreement did not include any purchase or sale of assets.

On September 17, 2020, Cyber Enviro-Tech, Inc. amended it articles by authorizing a reverse split of the total issued and outstanding shares of common stock of CETI on a 20 to 1 basis.

There have been no material purchase or sale of a significant amount of assets not in the ordinary course of business.

SOURCE AND AVAILABILITY OF RAW MATERIALS

We have no significant raw materials. However, if we are successful in our plan of operations, we may make use of numerous oil field service companies. We currently have 81.25% working interest in thirty-three wells lease in Callahan County Texas, there are numerous oil field service companies.

MAJOR CUSTOMERS

We will principally sell our oil to marketers and other purchasers that have access to nearby pipeline facilities. Generally, in areas where there is no practical access to pipelines, oil is trucked to storage facilities. We believe that the loss of any of these oil purchasers would not materially impact our business, because we could readily find other purchasers for our oil as produced. The Company signed its first water filtration agreement with Crosstex Environmental STX, LLC on October 8, 2023. The company intends to start filtering the water at one of Crosstex Environmental STX, LLC’s facilities in the next 90 days.

PATENTS, TRADEMARKS, FRANCHISES, ROYALTIES, OR LABOR CONTRACTS

We have no patents, trademarks, licenses, concessions, or labor contracts.

The Company pays royalties to the landowners of the Alvey Ranch property (CETI’s Pilot oil well project) receive a 20% Royalty from any production related to oil and gas less their share of State of Texas severance tax (4.6%). No Royalty payments were due in 2020. For the periods ended June 30, 2023 and December 31, 2022 and 2021, the landowner royalty was $0, $16,285 and $2,734 (net of severance tax), respectively.

COMPLIANCE WITH GOVERNMENT AND ENVIRONMENTAL REGULATIONS OF TRANSPORTATION OF OIL

The sales of crude oil are not currently regulated and are made at negotiated prices. Nevertheless, Congress could reenact price controls in the future.

Our sales of crude oil will be affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. The Federal Energy Regulatory Commission, or the FERC, regulates interstate oil pipeline transportation rates under the Interstate Commerce Act. Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state.

Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that is of material difference from those of our competitors. Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines' published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our competitors.

REGULATION OF PRODUCTION

The production of oil is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. All states, in which we may operate in the future, have regulations governing conservation matters, including provisions for the unitization or pooling of oil properties, the establishment of maximum allowable rates of production from oil wells, the regulation of well spacing, and plugging and abandonment of wells. The effect of these regulations is to limit the amount of oil that can be produced from wells and to limit the number of wells or the locations, although companies can apply for exceptions to such regulations or to have reductions in well spacing. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil within its jurisdiction.

The failure to comply with these rules and regulations can result in substantial penalties. Our competitors in the oil industry are subject to the same regulatory requirements and restrictions that affect our operations.

ENVIRONMENTAL REGULATION

Oil exploration, development and production operations are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Historically, most of the environmental regulation of oil production has been left to state regulatory boards or agencies in those jurisdictions where there is significant oil production, with limited direct regulation by such federal agencies as the Environmental Protection Agency. However, while we believe this generally to be the case for our production activities in Texas, there are various regulations issued by the Environmental Protection Agency ("EPA") and other governmental agencies that would govern significant spills, blow-outs, or uncontrolled emissions.

At the federal level, among the more significant laws and regulations that may affect our business and the oil and gas industry are: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as "CERCLA" or Superfund; the Oil Pollution Act of 1990; the Resource Conservation and Recovery Act, also known as "RCRA"; the Clean Air Act; Federal Water Pollution Control Act of 1972, or the Clean Water Act; and the Safe Drinking Water Act of 1974.

Compliance with these regulations may constitute a significant cost and effort for us. No specific accounting for environmental compliance has been projected by us at this time. We are not presently aware of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which our acquired property is involved or subject to, or arising out of any predecessor operations.

In the event of a breach of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies which include: ordering a clean-up of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities. In certain egregious situations the agencies may also pursue criminal remedies against us or our principal officers.

RESEARCH AND WELL DEVELOPMENT COSTS

Since our inception to the date of this Prospectus, we have incurred around $22,000 in Research and Development costs and over $2,160,000 in additional Well Development costs.

Well Development costs are costs incurred in getting the Alvey Oil Field back into regular production and include such expenditures as rewiring the field, repairing and replacing piping, scaling/washing to unclog wells, etc. This is in addition to capital expenditures for pumps, separators and other equipment necessary to restart the oil field production. In addition, CETI paid $450,000 for the 100% working interest lease on the Pilot field lease property and leasehold equipment.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

The company does not have any employees to date. All the officers and directors of the company work on a part time basis and are paid as outside consultants. The company plans to make all officers and directors of the company employees when funds permit.

Our consultants to date are; Mr. Kim D. Southworth, Chief Executive Officer, Mr. TJ Agardy, President, Mr. Dan Leboffe, Chief Financial Officer, and Mr. Winston P. McKellar, Director of IR/PR, The Company plans to employ additional individuals on an as-needed basis. The Company anticipates that it will need to hire additional employees as the business grows. In addition, the Company may expand the size of its Board of Directors in the future.

The company does not have any employment agreements at this time.

REPORTS TO SECURITY HOLDERS

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.

DESCRIPTION OF PROPERTY

We do not currently own any property. The Company leases executive offices at 6991 E. Camelback Road, Suite D-300, Scottsdale, Arizona 85251. The company pays $125 per month on a month-to-month lease.

We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

DESCRIPTION OF PILOT OIL FIELD (“PILOT PROJECT”)

Pilot Project is in the Alvey Oil Field in west Texas. It encompasses 479 acres and contains thirty-three existing wells of which 26 are oil producing, 6 are injections wells and one is a water well.

Cyber Enviro-Tech, Inc. is the operator of record and leaseholder of an oil field to demonstrate both our water filtration technology as well as our unique oil production processes and related technologies. Our principal purpose is to engage in environmentally friendly projects involving commercial water filtration. Our initial project is in the oil and gas industry which is a heavy user of contaminated water.

Our target market is stripper wells – wells doing less than 15 barrels of oil per day. The Company’s intention is to bring the latest in technology to a segment of the oil industry that may not have the capital and expertise it needs to upgrade its production, especially in a more environmentally friendly manner.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is traded on the OTC MARKETS GROUP (PINK) exchange under the symbol (“CETI”).

There is currently trading on our common stock under the ticker symbol of “CETI” with closing price on October 31, 2023 of $0.32 . The average 52-week Range of $0.20 - $0.44. There is no assurance that a regular trading market will continue or ever develop. OTC Market Group securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Market Group securities transactions are conducted through a telephone and computer network connecting dealers. OTC Market Group issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

To have our common stock listed on any of the public trading markets, including the OTC QX, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC QX. This could prevent us from developing a trading market for our common stock.

HOLDERS

As of the date of this Prospectus there are four hundred and thirty-five (435) holders of record of our common stock.

DIVIDENDS

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

EQUITY COMPENSATION PLANS

The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Share Based Payment”, in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date. During the years ended December 31, 2022 and 2021, the Company recorded $88,019 and $53,205 in stock-based compensation expense, respectively. During the six months ended June 30, 2023 and 2022, the Company recorded $876,063 and $6,794 in stock-based compensation expense, respectively. In addition, the Company recorded unearned stock compensation of $685,711 and $124,274 at June 30, 2023 and December 31, 2022, respectively.

In connection with a consulting agreement dated March 7, 2022, the Company issued 200,000 options at an exercise price of $0.58 per share. These options vest one-fourth each six months over a period of two years and have a term of three years. The grant date fair value was $55,966. The Company recorded compensation expense in the amount of $18,318 and $0 for the years ended December 31, 2022 and 2021, respectively. As of June 30, 2023 and December 31, 2022, there was $26,559 and $37,648, respectively, of total unrecognized compensation cost related to non-vested portion of options granted.

As of June 30, 2023 and December 31, 2022, there are 3,450,000 warrants and 200,000 warrants, respectively outstanding, of which 3,350,000 and 50,000 are exercisable as of June 30, 2023 and December 31, 2022, respectively. The weighted average remaining term is 0.81 years and 1.31 years for the periods ending June 30, 2023 and December 31, 2022, respectively.

The Company has not reserved any securities for issuance under equity compensation plans for any officers, directors or any beneficial owners. The individual below are consultants and part of their compensation is in stock as follows:

On November 21, 2022 the company entered into a consulting agreement with Axiom Group (Joseph Isaacs, sole Officer and director) for professional services wherein the Company paid Axiom Group (Joseph Isaacs) 950,000 common shares.

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.

The Company has had a working relationship with Bruce Moore for several years. To keep him engaged, the Company gave him 200,000 common shares for professional services.

The Company has had a working relationship with US Affiliated, Inc, owned by Karen Fowler, for the past year. To keep the company engaged, CETI gave US Affiliated, Inc 1,000,000 common shares for professional services.

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Company’s Chief Executive Officer and Director is Kim D. Southworth, President and Director is TJ Agardy, Director is Mark Broughton, Chief Financial Officer is Dan Leboffe, and Winston McKellar, Director of IR/PR. We currently have no "Promoters” within the meaning of Rule 405 of Regulation C. The following table sets forth the name and age of our officer and director as of October 31, 2023.

Executive Officers and Directors

NAME	AGE		POSITION/INITIAL ELECTION	APPOINTMENT DATE

Kim D. Southworth		62	Chief Executive Officer and Director	September 3, 2020
TJ Agardy		67	President and Director	September 3, 2020
Mark Broughton		69	Director	February 7, 2022
Dan Leboffe		66	Chief Financial Officer	February 7, 2022
Winston McKellar		72	Director of IR/PR	February 7, 2022

The Directors will hold office until the next annual meeting of the stockholders, following the election and until their successors have been elected and qualified. The Board of Directors appoints Executive Officers. Our Executive Officers hold their offices until they resign, are removed by the Board, or his/her successor is elected and qualified.

Set forth below is a description of the recent employment and business experience of our Director and Executive Officers:

Kim D. Southworth, Chief Executive Officer and Director

Kim D. Southworth, CEO – Mr. Southworth has more than 37 years in the corporate world, holding key roles in management, administration and corporate finance. He is the founder and senior partner of Advanced Business Strategies, a venture catalyst firm assisting early stage, high growth technology companies in the development, expansion, and execution of their business plans. He has served as founder, president, CEO and consultant for numerous companies and industries, including oil & gas, biotech, instore digital music and advertising, ballistic armor and fuel treatment technologies.

2020 to Present, Mr. Southworth is a co-founder, director and Chief Executive officer of the Cyber Enviro-Tech, Inc. a Wyoming company formerly, Global Environmental Technologies, Inc., prior to a name change in 2021. At Cyber Enviro-Tech, Mr. Southworth leads the strategic business plan development and execution, corporate capitalization, investment structuring, strategic partnership development, joint venture relationships, corporate filings, public auditing review, mergers and acquisitions.

August 2017 to April 2020, Mr. Southworth was a founder, director and CEO of Applied Logic Filtration, LLC. a Utah limited liability company in business to become an R&D water filtration technology Company. Mr. Southworth spent approximately 2 years bringing together numerous technologies from around the world to develop, design and engineer a unique and proprietary industrial wastewater filtration system.

2016 to 2018, Mr. Southworth was a director and President of Gold Standard Mining Company.

Gold Standard Mining Company ("GSMC") or the "Company"), incorporated in the State of Nevada on August 22, 2016. Mr. Southworth incorporated the company, hired accountants and attorney for the propose of developing business activities described as a "blank check”. The company filed an S-1 as a blank check company with the Securitas and Exchange Commission. The company went effective on its S-1 on September 27, 2017. On February 20, 2019, Mr. Southworth resigned as the President of Gold Standard Mining Company and had no further ownership or involvement with management of the company.

TJ Agardy, President and Director

Mr. Agardy, – Mr. Agardy has over 40 years of engineering and sales experience.

2020 to Present, Mr. Agardy is a co-founder, director and President of Cyber Enviro-Tech, Inc. a Wyoming company, formerly, Global Environmental Technologies, Inc., prior to a name change in 2021. As the President and acting Chief Technical Officer for the company His responsibilities include evaluating and integrating commercially viable technologies from multiple industries to the company’s core water filtration, extraction, and cyber-SCADA capabilities. Assessing critical path partners, sourcing manufacturers and negotiating terms for delivery, utilization, and performance is another component of this function with the Company.

August 2017 to April 2020, Mr. Agardy was a co-founder, President and director of Applied Logic Filtration, LLC. a Utah limited liability company in business to become an R&D water filtration technology Company. Mr. Agardy spent approximately 2 years bringing together numerous technologies from around the world to develop, design and engineer a unique and proprietary industrial wastewater filtration system.

03/1997 to 08/2017, Mr. Agardy served as Managing Director at Artic FX LLC. Clients served included energy conversion firms processing mining tires for pyrolysis; diesel production, gasoline production, asphalt, scrap metal and environmental recycling. Either consulting or operational assistance attached to projects determined travel schedules and job scopes. From 2008 projects included interface for software development contracted in Asia, South America, Europe, and the US with design and test engineers.

11/1987 to 02/1997, Mr. Agardy was a Director of International Trades at American PetroChem. American PetroChem served as a supply chain provider for Automotive, Pharmaceutical, Mining, and Chemical Operations enterprises on an international platform. As such, Mr. Agardy handled all of the ICC400 - ICC600 banking interface, shipping modal interface, technical compliance for international trade accommodations for storage, transport, discharge, and delivery of final product to the end client. This involved extensive travel to ports, shipping lines, storage facilities, manufacturing facilities, and client visits for end product viability. At times, technical substitution capacity was required for either higher quality delivery or on-site best practices with clients. During his tenure there, he managed relationships with Elf, Esso, Royal Dutch, Vasso, Sunoco, Arco, Marathon, Crown, San Joaquin, Union Oil, Texaco, Shell, Chevron, Mobil, Exxon, Citgo, Cato, Phillips, Conoco and more.

08/1983 - 10/1987, Mr. Agardy, served with Burroughs Corporation as a Technical Support Representative in Phoenix Arizona; responsible for integrating 3rd party peripheral and mainframe computers to Burroughs MT985’s, ET2000’s, B1900’s, B3900’s, while structuring a multi-vendor solution to specific custom applications. Each application addressed critical base operations data input off production, quality control, inventory control, access security, or resource allocation.

This was before the Sperry Corporation takeover, with a focus on Mining [Newmont-Asarco] and medical [WL Gore], plus integrated shop floor control applications at microchip manufacturers. Prior to this, Mr. Agardy worked at Honeywell in Detroit serving Fortune 100 companies in process controls, closed loop applications for mining, pharmaceutical, food processing, automotive, refining, glass, paint, and chemical processing. He also worked with power plants, automotive plants, food processing, and machine tool client bases in industrial settings during his tenure with Eaton Cutler Hammer. Mr. Agardy began his industrial career in Plant Engineering with General Motors in Detroit.

Mark Broughton, Director

Mark Broughton, Director – Mr. Broughton brings a wealth of experience in business development and improvement in his nearly 40 years with various Oil producing companies. His broad experience began with Witco, Inc. (w/ the Kendall, Amalie, and Golden Bear brands) - District Sales Manager for the NW USA (including Alaska). There he revitalized & grew the business in all or part of 9 states. With Citgo Petroleum (during JV w/ Southland 7-11 and then PDVSA) - District Sales Mar. for the SW USA (including Hawaii). Pioneered & grew the newly formed Citgo brand in all or part of 5 states. These positions involved all sales & marketing aspects for branded and generic base oils, process oils, compounded lubes, waxes, maintenance chemicals, ancillary goods (TBA), related equipment, and associated services. With Shell Oil Products including Pennzoil and Quaker State he was involved with enterprise with every channel, route-to-market, and type of customer on a national and global basis. His educational background includes completion of the Advanced Management Program from Rice University w/ specialization in Business Optimization, Project Development & Implementation, and Change Management and an MBA from Golden Gate University w/ specialization in opening new markets, developing distribution networks, and introducing new lines/products.

April 2022 to Present – Director of Cyber Enviro-Tech, Inc.

February 2021 thru March 2022 - Independent Business Consultant specializing in Business Development & Performance Improvement.

November 1989 thru January 2020 - Key Account Manager at Shell Oil. A career of various assignments across the Business both domestic & international in scope. His last assignment was engaging with their largest customer in the world.

Education: Mark’s undergraduate degree is in Business Administration from St. Mary’s College. His Master’s degree is in International Business & Law (aka MBA) from Golden Gate University. He attended the Rice Executive Program, (MBA refresher) from Rice University (… ranked #1 nationally for Entrepreneurship & #10 for Business). He regularly engages in continuing education.

Community: Mark actively contributes as a mentor & life coach to men rebuilding their lives.

Dan Leboffe, Chief Financial Officer

Mr. Leboffe joined the Company in the capacity of Chief Financial Officer earlier in 2022. He brings to CETI a diverse background in his 40+ years of business experience. His experience includes audit/tax work with (then) Price Waterhouse, over ten years of marketing/sales experience with various Fortune 1000 consumer packaged goods companies and overseeing training for publicly traded real estate company ZipRealty. Mr. Leboffe’s entrepreneurial ventures include a construction accounting software reseller, high-performance boat manufacturer Spectre, real estate development and business consulting.

2020 to Present: CFO (as of February 2022) and consultant (2020 to 2022) for CETI.

Primarily focused on financial modeling, investor presentations, business strategy and filings with OTC Markets and the SEC.

2017 to 2020: Co-founded two business consulting firms - Path Capital Advisors, LLC and AscentCore Group LLC. Both organizations focus on growth and capital advisory services for CEOs, board of directors and business owners. In addition, he has individually provided consulting services to both Realogy, Inc and Homeward Inc both in the real estate industry.

Education background. BS in Accounting from University at Albany, MBA from The Wharton School of the University of Pennsylvania

Certifications. Formerly a Certified Public Accountant in the State of New York with Price Waterhouse

Community: For the last five years, he has been the Treasurer for Everybody Matters, an organization that teaches coping skills to emotionally vulnerable youths in the public school system.

Winston P. McKellar, Director of IR/PR

Mr. McKellar has close to 50 years in both the entrepreneurial and corporate world from the brokerage, development, management and syndication of commercial real estate throughout the Southwest. He has also been in corporate finance and marketing strategy for early-stage companies for over three decades. Mr. McKellar has served as a consultant for all types of companies primarily in the early-stage levels. He has been successful in expanding their business and connecting these companies to outside growth capital.

January of 2021 to Present: Mr. McKellar joined the senior management team behind Cyber Enviro-Tech based in Arizona. He has the executive position of (Director of IR & PR) for the company and handles majority of the communication between management and shareholders.

December of 2015 to October of 2020: Mr. McKellar became a integral member of the Vizi Healthcare company that helped insurers of Medicare and Medicaid with their care managed programs to save costs. He was instrumental in bringing equity growth capital to the company over the five years and opening strategic opportunities for the company while serving on their advisory board level.

February of 2012 to November of 2015: Mr. McKellar was a consultant for a company called YipTV that created a software platform for the streaming of real time content for the Hispanic and Latino population. He also sits on YipTV's advisory board.

AUDIT COMMITTEE

The Company does not presently have an Audit Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.

The Audit Committee will be empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the "Board") the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.

COMPENSATION COMMITTEE

The Company does not presently have a Compensation Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.

The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees.

INDEPENDENT DIRECTOR/CORPORATE GOVERNANCE COMMITTEE

Our Board of Directors currently consists of Mr. Kim D. Southworth, Mr. TJ Agardy, and Mr. Mark Broughton. We do not have independent director(s) at this time.

The Company does not presently have a Corporate Governance Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Corporate Governance Committee.

The Corporate Governance Committee will be responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and reporting and making recommendations to our Board of Directors concerning corporate governance matters.

NOMINATING COMMITTEE

The Company does not have a Nominating Committee and the full Board acts in such capacity.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's directors and executive officers and persons who beneficially own more than ten percent (10%) of a registered class of its equity securities, file with the SEC reports of ownership and changes in ownership of its common stock and other equity securities. Executive officers, directors, and greater than ten percent (10%) beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of such reports furnished to us or written representations that no other reports were required, the Company believes that to date, all filing requirements applicable to its executive officers, directors, and greater than ten percent (10%) beneficial owners were met.

REMUNERATION OF DIRECTORS AND OFFICERS

Cyber Enviro-Tech, Inc. is compensating its officers as stated below.

EXECUTIVE COMPENSATION

The following table sets forth the compensation of our Executive Officers for the year ending December 31, 2022 and 2021, and the six months ending June 30, 2023, these amounts were paid as consulting fees.

Summary Compensation Table:

Name And Principal position	Year		Salary($)		Bonus($)		Stock Awards($)		Option Awards($)		Non-Equity Incentive Plan Compensation($)		Nonqualified Deferred Compensation Earnings($)		All Other Compensation($)		Total($)

Kim D. Southworth,		2023 ytd	$	60,000	$	0	$	0	$	0	$	0	$	0	$	0	$	60,000
CEO		2022	$	98,250	$	0	$	0	$	0	$	0	$	0	$	0	$	98,250
		2021	$	84,000	$	0	$	0	$	0	$	0	$	0	$	0	$	84,000

TJ Agardy,		2023 ytd	$	60,000	$	0	$	0	$	0	$	0	$	0	$	0	$	60,000
President		2022	$	98,250	$	0	$	0	$	0	$	0	$	0	$	0	$	98,250
		2021	$	85,000	$	0	$	0	$	0	$	0	$	0	$	0	$	85,000

Dan Leboffe,		2021 ytd	$	50,000	$	0	$	0	$	0	$	0	$	0	$	0	$	50,000
CFO and		2022	$	64,250	$	0	$	0	$	0	$	0	$	0	$	0	$	64,250
Treasurer		2021	$	10,500	$	0	$	0	$	0	$	0	$	0	$	0	$	10,500

Mark Broughton,		2021 ytd	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Director		2022	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
		2021	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Winston McKellar,		2021 ytd	$	62,000	$	0	$	0	$	0	$	0	$	0	$	0	$	62,000
Director of IR/PR		2022	$	75,750	$	0	$	0	$	0	$	0	$	0	$	0	$	75,750
		2021	$	59,250	$	0	$	50,000	$	0	$	0	$	0	$	0	$	109,250

Employment Agreement

To date, Cyber Enviro-Tech, Inc. has no written employment agreements in effect, with its Executive Officers.

Stock Option Plan

We do not have a stock option plan and we have not issued any warrants, options or other rights with the Executive Officers to acquire our securities.

Employee Pension, Profit Sharing or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other retirement plan.

Director's Compensation

At present we do not pay our directors compensation for attending meetings of our Board of Directors. We have no standard arrangement pursuant to which our directors are compensated for any services provided as a director or for committee participation or special assignments, but may reimburse Directors for reasonable expenses incurred in attending meetings.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding beneficial ownership of our stock as of December 31, 2021, by (i) each person who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each class of our voting stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. We believe that each individual or entity named has sole investment and voting power with respect to the stock indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted:

As of October 31, 2023, 121,254,283 shares of common stock were issued and outstanding

	Number of Shares
Name and Address (1)	Beneficially Owned

Kim D. Southworth, CEO and Director		31,500,000

TJ Agardy, President and Director		31,500,000

Chris Ivey, Control Person		16,872,483

Mark Broughton, Director		3,000,000

Dan Leboffe, CFO		4,648,352

Winston McKeller, Director Investor Relations		250,000

Officers and Directors as a group (6 people)		87,770,835

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

As of the date of this prospectus, there are no material agreements or proposed transactions, whether direct or indirect, with any of the following:



	*	Any of our Directors or Officers;
	*	Any nominee for election as a director;
	*	Any principal security holder identified in the preceding “Security Ownership of Certain Beneficial Owners and Management" section; or
	*	Any relative or spouse, or relative of such spouse, of the above referenced persons.

TRANSFER AGENT AND REGISTRAR

Transfer Agent and Registrar: The Company uses the stock services of Pacific Stock Transfer., 4045 South Spencer Street Suite 403. Las Vegas Nevada 89119, Telephone (702) 361-3033.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We have adopted provisions in our bylaws that limit the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the Wyoming General Corporation Law. Wyoming law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

For any breach of their duty of loyalty to us or our stockholders;

For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

For unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the Wyoming General Corporation Law; or,

For any transaction from which the director derived an improper personal benefit.

In addition, our bylaws provide for the indemnification of officers, directors and third parties acting on our behalf, to the fullest extent permitted by Wyoming General Corporation Law, if our board of directors authorizes the proceeding for which such person is seeking indemnification (other than proceedings that are brought to enforce the indemnification provisions pursuant to the bylaws).

These indemnification provisions may be sufficiently broad to permit indemnification of the registrant's executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought or exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

Our Bylaws and applicable Wyoming law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the "Securities Act"), and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

We are authorized to issue an aggregate number of 360,000,001 shares of capital stock, of which 350,000,000 shares are common stock, $0.001 par value per share and 10,000,001 shares are preferred stock. $0.001 par value.

The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution”.

The common shares being offered for resale by the Selling Stockholders consist of the 8,397,721 shares of our common stock held by 22 shareholders.

Common Stock

We are authorized to issue 350,000,000 shares of common stock, $0.001 par value per share. Currently we have 121,254,283 shares of common stock issued and outstanding.

Each share of common stock shall have one (1) vote per share for all purposes. The holders of a majority of the shares entitled to vote, present in person or represented by proxy shall constitute a quorum at all meetings of our shareholders. Our common stock does not provide a preemptive, subscription or conversion rights and there is no redemption or sinking fund provisions or rights.

Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the security holder. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.

In the event of a liquidation, dissolution or winding up of our Company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no preemptive or other subscription or conversion rights. There is no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

We are authorized to issue a total of 10,000,001 shares of preferred stock, $0.001 par value per share, except Special 2020 series A Preferred Stock which has a par value of $0.0001. Series B Convertible Preferred Stock: The Company previously designated 85,000 shares of Preferred Stock as Series B with no voting rights. As of June 18, 2020, the Company approved a reverse split of the Series B Convertible Preferred Stock of one for 67,448 leaving one share issued and outstanding. Listed below are the four classes of preferred stock that the Company has and the authorized, issued and outstanding shares for each.

Series A Convertible Preferred Stock: The Company previously designated 300,000 shares of Preferred Stock as Series A Convertible Preferred Stock. As of June 18, 2020, the Company approved a reverse split of the Series A convertible preferred stock of one for 200,000 leaving one share issued and outstanding.

Series B Convertible Preferred Stock: The Company previously designated 85,000 shares of Preferred Stock as Series B with no voting rights. As of June 18, 2020, the Company approved a reverse split of the Series B Convertible Preferred Stock of one for 67,448 leaving one share issued and outstanding.

Series C Non-Convertible Preferred Stock: The Company previously designated 50,000 shares of Preferred Stock as Series C Non-Convertible Preferred Stock. As of June 18, 2020, the Company approved a reverse split of the Series C preferred stock of one for 100,000 and indicated that there were nine shares issued and outstanding. Subsequently, upon review by legal counsel, it was determined this was an error and that only ½ share should be issued and outstanding. This revised number is reflected in the financial statements.

	4.	Special 2020 Series A Preferred: The Company has one share of preferred stock designated as Special 2020 Series A Preferred, par value $0.0001. 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 150,000,000 shares of common stock at any time and is not entitled to dividends. The Company purchased that one series A preferred share prior to the share exchange for $66,400. This share is now recorded as a Treasury stock

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are two individuals that have warrants with the Company for a total of 3,450,000 warrants.

Options

There are no outstanding stock options to purchase our securities.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

The Tran Law Group, Mina Tran Esq, 13950 Milton Ave, Suite 300 Westminster, California 92683 has passed upon certain legal matters in connection with the validity of the issuance of the shares of our common stock.

Chris Hiestand CPA, Accell Audit & Compliance, PA, 3001 N. Rocky Point Drive East, Ste 200, Tampa, FL 33607, performed a review of the Company’s financial statements through the six months ended June 30, 2023 and 2022 and also audited CETI’s financial statements for the years ended December 31, 2022, and 2021. These reports are included herein and the Company relied upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing/review scope or procedure from date of appointment as our independent registered accountant through the period of review and the audit.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

There have been no disagreements regarding accounting and financial disclosure matters with our independent certified public accountants.

AVAILABLE INFORMATION

We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form S-1 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto.

You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, in our files in the Commission's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, N.E., Room 1580 Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

REPORTS TO STOCKHOLDERS

As a result of filing the registration statement, we will be subject to the reporting requirements of the federal securities laws, and are required to file periodic reports and other information with the SEC. We will furnish our stockholders with annual reports containing audited financial statements certified by independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter.

FINANCIAL INFORMATION

CYBER ENVIRO-TECH, INC.

(formerly NexGen Holdings Corp)

INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements of Cyber Enviro-Tech, Inc.
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2022 and December 31, 2021	F-3
Statements of Operations for the years ended December 31, 2022 and 2021	F-4
Statements of Shareholders’ Equity for the years ended December 31, 2022 and 2020	F-6
Cash Flows for the years ended December 31, 2022 and 2021	F-5
Notes to the Financial Statements	F-7


Unaudited Financial Statements of Cyber Enviro-Tech, Inc..	F-16
Balance Sheets as of June 30, 2023 and December 31, 2022	F-17
Statements of Operations for the three and six months ended June 30, 2023 and 2022	F-18
Statements of Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022	F-19
Statements of Cash Flows for the three and six months ended June 30, 2023 and 2022	F-20
Notes to the Unaudited Financial Statements

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Cyber Enviro-Tech Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Cyber Enviro-Tech Inc. (the Company) as of December 31, 2022 and 2021, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year end December 31, 2022 and 2021, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company just began operations and has insufficient revenue. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Accell Audit & Compliance, P.A.

We have served as the Company’s auditor since 2022.

Tampa, Florida
March 31, 2023

F-2

CYBER ENVIRO-TECH, INC.

BALANCE SHEETS

	December 31, 2022			December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	297,349		$	318,779
Prepaid expenses and other current assets		95,471			28,675
Total current assets		392,820			347,454

Property and equipment, net		2,429,035			1,078,404
Texas Railroad Commission Bond		50,000			50,000
Total Assets	$	2,871,855		$	1,475,858
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:
Accounts payable	$	149,835		$	5,523
Accrued interest		7,489			35,877
Advance on joint venture		—			233,983
Contingent liability		5,700			2,969
Note payable – related party		15,000			—
Note payable, current maturities, net of discount of $19,887 and $7,315 at December 31, 2022 and 2021, respectively		237,613			55,685
Convertible notes payable – related parties		25,000			25,000
Total current liabilities		440,637			359,037

Note payable, less current maturities, net of discount of $2,343 and $36,225 at December 31, 2022 and 2021, respectively		183,657			275,775
Convertible notes payable, net discount of $51,798 and $871,803 at December 31, 2022 and 2021, respectively		334,202			303,197
Derivative liability		—			3,116,734
Total Liabilities		958,496			4,054,743

Commitments and contingencies (Note 4)

Stockholders’ Equity (Deficit):
Series A Convertible Preferred Stock, par value $0.001, 300,000 shares authorized; 1 share issued and outstanding		—			—
Series B Convertible Preferred Stock, par value $0.001, 85,000 shares authorized; 1 share issued and outstanding		—			—
Series C Non-convertible, Preferred Stock, par value $0.001, 50,000 shares authorized; 0.5 shares issued and outstanding		—			—
Special 2020 Series A Preferred Stock, par value $0.0001, 1 share authorized; 1 share issued and outstanding		—			—
Common Stock, par value $0.001, 350,000,000 shares authorized; 115,914,283 and 104,204,722, shares issued and outstanding, respectively		115,915			104,205
Additional paid-in capital		4,368,442			1,141,328
Common stock to be issued		52,496			154,164
Unearned stock compensation		(124,274	)		—
Treasury stock, at cost		(66,400	)		(66,400	)
Accumulated deficit		(2,432,820	)		(3,912,182	)
Total Stockholders’ (Deficit) Equity		1,913,359			(2,578,885	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	2,871,855		$	1,475,858

The accompanying notes are an integral part of this audited financial statements

F-3

CYBER ENVIRO-TECH, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDING DECEMBER 31, 2022 AND 2021

	2022			2021

Sales	$	85,356		$	14,332

Cost of sales		(21,904	)		(3,395	)

Gross margin		63,452			10,397

Operating Expenses:
Professional fees		58,327			30,893
General and administrative		98,431			61,485
Consulting		388,402			233,000
Total operating expenses		545,160			325,378

Loss from operations		(481,708	)		(314,441	)

Other Income (Expense):
Change in fair value of derivatives		2,638,153			(1,707,272	)
Loss on issuance of derivatives		(149,010	)		(1,409,462	)
Gain on extinguishment of debt		627,591			—
Change in fair value of contingent liability		(2,731	)		542
Interest expense		(1,152,933	)		(319,034	)
Total other income (expense)		1,961,070			(3,435,226	)

Net Income (Loss)	$	1,479,362		$	(3,749,667	)

Loss per share, basic and diluted		0.01			(0.04	)
Weighted average shares outstanding, basic and diluted	$	108,094,441		$	102,908,507

The accompanying notes are an integral part of this audited financial statements

F-4

CYBER ENVIRO-TECH, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEAR ENDED DECEMBER 30, 2022 AND 2021

	Special 2020 Series A Preferred				Series A Preferred				Series B Preferred				Series C Preferred				Common Stock				APIC			Treasury Stock			CS to be Issued						Unearned Stock Comp			Accum Deficit			Total
Description	Shares		Amt		Shares		Amt		Shares		Amt		Shares		Amt		Shares		Amt								Shares			Amt
Balance, December 31, 2020		1	$	—		1	$	—		1	$	—		1	$	—		103,743,503	$	103,744	$	47,203		$	(66,400	)		101,440		$	17,000			—		$	(162,515	)	$	(60,968	)
Fractional shares issued from reverse split		—		—		—		—		—		—		—		—		109,779		110		(110	)		—			—			—			—			—			—
Shares issued in connection with convertible notes payable		—		—		—		—		—		—		—		—		—		—		—			—			470,000			94,959			—			—			94,959
Beneficial conversion feature related to issuance of convertible note payable		—		—		—		—		—		—		—		—		—		—		1,027,586			—			—			—			—			—			1,027,587
Shares issued for cash		—		—		—		—		—		—		—		—		—		—		—			—			353,206			56,000			—			—			18,500
Shares issued for services		—		—		—		—		—		—		—		—		250,000		250		49,750			—			16,027			3,205			—			—			53,205
Common stock issued from prior periods		—		—		—		—		—		—		—		—		101,440		101		16,899			—			(101,440	)		(17,000	)		—			—			—
Net Loss																																		—			(3,749,667	)		(3,749,667	)
Balance, December 31, 2021		1		—		1		—		1		—		1		—		104,204,722		104,205		1,141,328			(66,400	)		839,233			154,164			—			(3,912,182	)		(2,578,885	)
Common stock issued from prior periods		—		—		—		—		—		—		—		—		839,233		839		153,325			—			(839,233	)		(154,164	)		—			—			—
Shares issued for cash		—		—		—		—		—		—		—		—		750,000		750		99,250			—			—			—			—			—			100,000
Shares issued for conversion of Advance on joint venture		—		—		—		—		—		—		—		—		3,000,000		3,000		230,983			—			—			—			—			—			233,983
Options granted for services																						18,318												—			—			18,318
Shares issued for services		—		—		—		—		—		—		—		—		475,973		476		193,499			—			—			—			(124,274	)		—			69,701
Shares issued in connection with convertible notes payable																		430,000		430		218,452						154.400			52,496			—			—			271,378
Shares issued for conversion of notes payable		—		—		—		—		—		—		—		—		6,214,355		6,214		2,313,287			—												—			2,319,501
Net Income		—		—		—		—		—		—		—		—		—		—		—			—			—			—			—			1,479,362			1,479,362
Balance, December 31, 2022		1	$	—		1	$	—		1	$	—		1	$	—		115,914,283	$	115,915	$	4,368,442		$	(66,400	)		154,400		$	52,496			(124,274	)	$	(2,432,820	)	$	1,913,359

The accompanying notes are an integral part of this audited financial statements

F-5

CYBER ENVIRO-TECH, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021


	2022			2021
Cash flow from operating activities:
Net Income (loss)		1, 479,362		$	(3,749,667	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Change in fair value of derivatives		(2,638,153	)		3,116,734
Loss on issuance of derivatives		149,010			—
Gain on extinguishment of debt		(627,591	)		—
Change in fair value of contingent liability		2,731			(542	)
Stock compensation		122,197			53,205
Options issued for services		18,318
Amortization of debt discount		1,060,198			283,157
Depreciation expense		43,929			14,294
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(66,796	)		(28,675	)
Railroad Commission of Texas bond		—			(50,000	)
Accounts payable		144,312			3,050
Accrued interest		41,114			35,877
Net cash from operating activities		(271,369	)		(322,567	)

Cash flows from investing activities:
Purchase of property and equipment		(1,394,561	)		(469,669	)
Net cash from investing activities		(1,394,561	)		(469,669	)

Cash flows from financing activities:
Repayment of notes payable - related parties		—			(40,000	)
Repayment of notes payable		(31,500	)		(81,000	)
Proceeds from convertible notes payable		1,461,000			1,175,000
Proceeds from notes payable		100,000			—
Proceeds from notes payable – related party		15,000			—
Proceeds from the sale of common stock		100,000			56,000
Net cash from financing activities		1,644,500			1,110,000

Net change in cash and cash equivalents		(21,430	)		317,764
Cash and cash equivalents at beginning of year		318,779			1,015
Cash and cash equivalents at end of period	$	297,349		$	318,779

Cash and cash equivalents paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Property and equipment acquired by note payable	$	—		$	389,046
Stock issued for conversion of advance on joint venture	$	233,983		$	—
Property and equipment bought by shareholder	$	—		$	233,983
Stock issued for conversion of convertible notes payable and accrued interest	$	2,319,501		$	—

The accompanying notes are an integral part of these audited financial statements.

F-6

CYBER ENVIRO-TECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Cyber Enviro-Tech, Inc. (the “Company”) is a publicly held water science technology company that designs water purification solutions for commercial applications and industries. Its pilot project is on a 479-acre oil field in West Texas called the Alvey Oil Field. 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 $66,400 ($40,000 in cash and 15,000 shares of stock, post reverse split of one share for every 20 shares on April 30, 2021). The shares of stock are to be awarded contingent upon the effectiveness of a S-1 Registration. These shares are recorded as a contingent liability on the Balance Sheet and amount to $5,700 at December 31, 2022 and $2,969 at December 31, 2021.

Effective April 30, 2021, the Financial Industry Regulatory Authority (“FINRA”) approved the Company’s name change from NexGen Holdings Corp. to Cyber Enviro-Tech, Inc. The Company’s new symbol was also change to CETI.

Effective April 30, 2021, the Company effectuated a twenty to one reverse stock split. All shares throughout these financial statements have been adjusted to reflect the reverse split.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

The preparation of 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 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.

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 no cash equivalents at December 31, 2022 and December 31, 2021.

F-7

Property and Equipment

Property and equipment is recorded at cost. Cost of improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts.

Asset Retirement Obligations

To cover the estimated future asset retirement obligations ("ARO") related to its oil and gas properties, the Company maintains a $50,000 bond with the Railroad Commission of Texas (“RRC”). This bond is to ensure that the Company will cap any wells on the Alvey Oil Field that it decides are no longer productive. Once the Company decides it is finished working the Alvey Oil Field, it can apply to the RRC to have the bond repaid.

The Company believes the bond should cover the estimated liability for abandoning wells. 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

Impairment of Long-Lived Assets

In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its non-oil and gas long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

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 $1,604,983 and $482,106 at December 31, 2022 and December 31, 2021, respectively.

Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the years ended December 31, 2022 and 2021, there was no impairment to unproved properties. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties. For the years ending December 31, 2022 and 2021, 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 December 31, 2022 and December 31, 2021, no capitalized developmental costs were included in WIP.

Depreciation, depletion and amortization of proved oil and gas properties is calculated using the units-of-production method based on proved reserves and estimated salvage values. During the years ended December 31, 2022 and 2021, the Company recorded no depreciation, depletion and amortization expense on oil and gas properties. The Company will start using the units-of-production method when the field is continuously operational and there are material sales.

F-8

The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value. During the years ended December 31, 2022 and 2021, there was no impairment to proved properties.

Stock-based Compensation

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 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.

At year ended December 31, 2022, all convertible notes with a derivative liability were converted to common stock so there were no derivative liabilities as of December 31, 2022. 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, 2021:

Description		Level 1		Level 2		Level 3		Total
	Derivative	$	—	$	—	$	3,116,734	$	3,116,734
	Total	$	—	$	—	$	3,116,734	$	3,116,734

Income taxes

Income states are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measures using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are 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.

F-9

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.

The Company has adopted ASC 740, “Accounting for Income Taxes,” which requires an asset and lability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Net income (loss) per common share

The Company computes loss per common share in accordance with ASC 260, “Earnings Per Share”, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants.

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.

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 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.

NOTE 3 – GOING CONCERN

The Company’s 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 has just begun generating revenue and does not yet have sufficient revenue to cover its operating expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with increased revenue and private placement loans or institutional investors. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations.

While the Company has not experienced any significant impairment due to the COVID-19 environment, it has experienced some supply chain disruptions which has delayed getting its oil field back into full production. In addition, the Company’s future expansion may be negatively impacted as it looks to hire more contractors to increase its operations.

The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

F-10

NOTE 4 – COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2022 and December 31, 2021, the Company is not aware of any contingent liabilities related to potential litigation that should be reflected in the financial statements.

In February 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 a 18.75% of the Working Interest less any rework and production costs to the Estate of Danny Hyde (“EDH) the former owner of the operator of record for the Alvey Oil Field. The rework costs incurred by the Company to date have been over $1 million so it is not anticipated any contingent payments will be made to EDH in 2022. In addition, the Company owes 20% of gross sales less severance tax to the landowners. At the same time of this agreement, the Company purchased $450,000 of equipment from the entity formerly owned by Danny Hyde. The Company is still evaluating the allocation of that purchase price to various assets acquired and potential liabilities assumed. The final allocation may be different than the current presentation.

NOTE 5 – PROPERTY AND EQUIPMENT

As of December 31, 2022 and December 31, 2021, property and equipment consisted of the following:

	December 31, 2022			December 31, 2021			Useful Lives
Equipment	$	782,576		$	584,592		5 to 20 years
Vehicles		99,700			26,000		5 to 15 years
Well development costs		1,604,983			482,106		*
Less accumulated depreciation		(58,224	)		(14,294	)
Property and equipment, net	$	2,429,035		$	1,078,404

Once full production begins, “Well development costs” will be depreciated using the units-of-production method based on barrels of oil produced. As of December 31, 2022, a minimal amount of oil has been produced and work is ongoing to determine how to determine how to get regular production from the field.

Depreciation expense for the years ended December 31, 2022 and 2021 was $43,929 and $14,294

NOTE 6 – DEBT

Long-Term

	December 31, 2022			December 31, 2021

Note payable	$	458,500		$	375,000
Convertible notes payable		386,000			1,175,000
Convertible notes payable – related party		25,000			25,000
		869,500			1,575,000
Debt discount		(74,028	)		(915,343	)
		795,472			659,657
Less current portion		277,613			80,685
Long term portion	$	517,859		$	578,972

The following is a schedule of long-term debt and the years in which the debt is scheduled to mature:

Year		Amount
	2023	$	297,500
	2024		572,000
		$	869,500

F-11

Notes payable

In February 2021, the Company purchased certain oil and gas production equipment in the Alvey Oil Field. The total purchase price was $450,000 ($389,046 after discount). As of December 31, 2022 and December 31, 2021, the Company had repaid $106,500 and $75,000, respectively leaving a balance of $343,500 and $375,000 respectively. The remaining amount due is paid in installments of $10,500 over an 18-month period of time that began in July 2022, with a balloon payment of any unpaid balance after 18 months. The note has an imputed interest rate of 7%.

At December 31, 2022, the Company had a note payable to a shareholder for $100,000 along with interest of $10,000. Repayment was due in January 2023. The shareholder decided to take $50,000 in cash and converted the remaining $60,000 to common stock.

At December 31, 2022, the Company had a note payable to a related party for $15,000 with an interest rate of 7%. This loan was paid off in January 2023.

Convertible notes payable

During the year ended December 31, 2021, the Company received $1,175,000 from the issuance of twenty-nine separate convertible notes payable and none of these was paid off during the year 2021. Each note bears interest at 7%. Accrued interest must be paid after twelve months and then paid quarterly. Each note holder will receive 10,000 shares of commons stock for every $25,000 loaned to the Company at the time of conversion which were valued at $94,959. All of these notes were converted during the year ended December 31, 2022.

During the first nine months of 2022, the Company received $775,000 from the issuance of seventeen separate convertible notes payable. For convertible notes payable issued before March 31, 2022, each note bears interest at 7%. Accrued interest must be paid after twelve months and then paid quarterly. Each note holder will receive 10,000 shares of commons stock for every $25,000 loaned to the Company at the time of conversion. All the notes issued in 2021 and in the first quarter of 2022 were converted to common shares as of March 31, 2022.

For the $700,000 worth of convertible notes payable issued after March 31, 2022 and before December 21, 2022, the terms of the notes were the same as before except for a change of a minimum conversion price of $0.40/share and a maximum conversion price of $1.50/share. The maturity dates for these notes payable are between May 2024 and September 2024 and are convertible after nine months at a 30% discount to the average closing price for the prior two weeks. The notes issued after March 31, 2022 are not considered to be derivatives. All the notes issued in the second and third quarter of 2022 were converted to common shares as of September 15, 2022 and therefore balance for these convertible debentures was zero as of December 31, 2022.

For convertible notes payable issued after December 20, 2022, the terms of the notes were the same as before except for the change of a minimum conversion price of $0.10/share and a maximum conversion price of $1.50/share. The maturity dates for these notes payable are in December 2024 and are convertible after nine months at a 30% discount to the average closing price for the prior two weeks. As noted above, any notes issued after March 31, 2022 are not considered to be derivatives. The balance for these convertible notes payable was $386,000 as of December 31, 2022.

During the first nine months of 2022, $2,250,000 of non-related party convertible notes payable plus accrued interest were converted into common stock at a total of 6,214,355 shares. This conversion also created a one-time gain on the extinguishment of the debt of $627,591 as well as a write off of the derivative liability associated with these notes of $3,512,747.

In 2020, the Company executed a convertible note payable with a related party for $25,000 that is unsecured, non-interest bearing and convertible into shares of common stock at $0.001. This note matured on September 23, 2020 and is in default.

Derivative instruments

Some of the Company’s convertible notes payable issued 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 embedded conversion option.

Current accounting principles that are provided in ASC 815 require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as a derivative financial instrument. Rather, such terms and features must be bundled together and fair valued as a single, compound embedded derivative. The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

A summary of the activity of the derivative liability for the notes above is as follows:

	December 31, 2022			December 31, 2021
Balance at beginning of period	$	3,116,734		$	—
Increase to derivative due to new issuances		396,013			1,409,462
Decrease to derivative due to conversion/repayments		(3,512,747	)		—
Derivative loss due to mark to market adjustment		—			1,707,272
Balance at end of period	$	—		$	3,116,734

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring

the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of December

31, 2021 is as follows:

Inputs	December 31, 2021		Initial Valuation
Stock price	$	0.1979	$	0.062 - 0.44
Conversion price	$	0.079	$	0.036 - 0.33
Volatility (annual)		334.94% – 383.91.%		219.7% - 355.04%
Risk-free rate		0.18% - 0.73%		.11% - .70%
Dividend rate		—		—
Years to maturity		1.07 – 1.96		2

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.

NOTE 7 – RELATED PARTY TRANSACTIONS

At December 31, 2022 and December 31, 2021, the Company had a convertible note payable for $25,000 with a related party. The note is unsecured, non-interest bearing and is convertible into shares of common stock at $0.001.

At December 31, 2022, the Company had a note payable of $15,000 to a related party. The note is secured by the F-150 truck and bears interest at 7%. This was paid back in February 2023.

During June 2021, a shareholder contemplated entering into a joint venture with the Company and bought certain equipment on behalf of the Company. As of December 31, 2021, this advance on a joint venture arrangement amounted to $233,983. The advance was non-interest bearing. During year ended December 31, 2022, the parties agreed to convert the entire advance into 3,000,000 shares of common stock.

During year ended December 31, 2022 and 2021, the Company paid various related parties for consulting services in the amounts of $546,500 and $323,500 respectively. For the year ended December 31, 2022 and 2021, $211,563 and $144,000, respectively, of the consulting fees were capitalized in property and equipment under well development costs.

NOTE 8 – PREFERRED STOCK

Series A Convertible Preferred Stock

The Company previously designated 300,000 shares of Preferred Stock as Series A Convertible Preferred Stock and had issued 200,000 shares. Voting Rights had been established whereby one (1) share of Series A Convertible Preferred Stock has ten (10) equivalent votes of stockholders of the Company's common stock for an aggregate of 10 votes. Each share of Series A Convertible Preferred Stock previously was convertible into ten (10) shares of the Company's common stock. In event of the liquidation of the Company, the shareholders of Series A Convertible Preferred Stock would have preference over the shareholders of the Company's common stock and all other series of Preferred Stock. As of December 31, 2022 there is one share of Series A Convertible Stock issued and outstanding.

F-12

Series B Convertible Preferred Stock

The Company previously designated 85,000 shares of Preferred Stock as Series B Convertible Preferred Stock and had issued 67,448 shares. Holders of Series B Convertible Preferred Stock had no voting Rights. Each share of Series B Preferred Stock previously was convertible into one (1) share of the Company's Common Stock. In event of the liquidation of the Company, the shareholders of Series B Convertible Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock except for the shareholders of Series A Convertible Preferred Stock. As of December 31, 2022 there is one share of Series B Convertible Stock issued an outstanding.

Series C Non-Convertible Preferred Stock

The Company previously designated 50,000 shares of Preferred Stock as Series C Non-Convertible Preferred Stock and had issued all 50,000 shares. Holders of Series C Non-Convertible Preferred Stock have 1,600 shares of voting Rights per share. Series C Non-Convertible Preferred Stock is not convertible into any of the Company's Common Stock or other Series of Preferred Stock. In event of the liquidation of the Company, the shareholders of Series C Non-Convertible Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock except for the shareholders of Series A and Series B Convertible Preferred Stock. As of December 31, 2022 there is one-half share of Series C Convertible Stock issued an outstanding.

Special 2020 Series A Preferred

The Company has one share of preferred stock designated as Special 2020 Series A Preferred, par value $0.0001. 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 150,000,000 shares of common stock at any time and is not entitled to dividends. The Company purchased that one series A preferred share for $66,400. This share is now recorded as a Treasury stock. As of December 21, 2022 and 2021 there is 1 share of Special 2020 Series A Preferred issued and 0 outstanding.

NOTE 9 – STOCK OPTIONS

In connection with a consulting agreement dated March 7, 2022, the Company issued 200,000 options at an exercise price of $0.58 per share. These options vest one-fourth each six months over a period of two years and have a term of three years. The grant date fair value was $55,966. The Company recorded compensation expense in the amount of $18,318 and $0 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was $37,648 of total unrecognized compensation cost related to non-vested portion of options granted.

As of December 31, 2022, there are 200,000 options outstanding, of which 50,000 are exercisable. The weighted average remaining term is 2.13 years.

Significant inputs and results arising from the Black-Scholes process are as follows for the options:

Quoted market price on valuation date			$0.782
Exercise price			$0.5765
Range of expected term			1.75 Years – 2.50 Years

Range of equivalent volatility			29.47% - 37.40%
Range of interest rates			1.55% - 1.68%

F-13

NOTE 10 – 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 21% is being used.

Income taxes consist of the following components as of:

	December 31, 2022			December 31, 2021
Federal income tax benefit attributable to:
Current Operations	$	343,275		$	133,030
Less: Valuation Allowance		(343,275	)		(133,030	)
Net provision for Federal income taxes	$	—		$	—

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2022 and 2021, due to the following:

	December 31, 2022			December 31, 2021
Deferred tax asset attributable to:
Net operating loss carryover	$	510,433		$	167,158
Less: Valuation allowance		(510,433	)		(167,158	)
Net deferred tax asset	$	—		$	—

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 11 – SUBSEQUENT EVENTS

The following are subsequent events that the Company considers may be material:

•

Net money raised since December 31, 2022 – Over $700,000 was raised and, after some investors were paid back, the Company netted around $490,000.

•

The Company had filed an S-1 Registration statement in 2022 and it became effective in January 2023. This gave the Company the right to sell 10 million shares of common at $0.40 per share and allowed almost seven million shares of stock from debentures converted in 2022 to become free trading shares.

•

Series “A” Convertible Stock. The terms of the stock were also modified as follows:

The holder of the Series “A” Convertible Preferred Stock shall vote together with the holders of preferred stock (including on an as converted basis) and common stock, as a single class. The Series “A” Convertible Preferred Stock stockholder is entitled to 3,000 votes for every one (1) share of Series “A” Convertible Preferred Stock held.

F-14

NOTE 12 – SUPPLEMENTAL OIL AND GAS DISCLOSURES (UNAUDITED)

In accordance with ASC 932, Extractive Activities- Oil and Gas, the Company is required to provide additional information regarding its oil and gas producing activities when those activities are deemed to be significant. According to ASC 932, significance is defined as satisfying one or more of the following criteria: the revenues from oil and gas are 10% or more of total revenues; the operating income (loss) from oil and gas are 10% or more of total income (loss) from operations; the identifiable assets of oil and gas are 10% or more of total assets. In 2022 and 2021, the Company’s oil and gas activities were deemed to be significant since the operating loss from oil and gas is 10% or more of total loss from operations. In addition, there was $85,356 and $14,332 of oil sales as for the years ended December 31, 2022 and 2021, respectively.

Oil and Gas Reserves

There are several factors that need to be considered in estimating quantities of proved crude oil and natural gas reserves. Crude oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be precisely measured. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserves estimates are often different from the quantities of crude oil and natural gas that are ultimately recovered.

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

Existing economic conditions include prices and costs at which economic productivity from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. For the years ending December 31, 2022 and 2021, that price would be $94.13 and $66.36, respectively.

Proved reserves are estimated quantities of oil, gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. The reserve volumes presented are estimates only and should not be construed as being exact quantities.

The Company’s 479-acre oil field is located in West Texas. Per the Preliminary Reserve Estimate done by an independent geologist, it is estimated to contain 150 million barrels of oil. The geologist estimates the recovery factor at 30% to 40% of the total reserves. Based on the lower estimated quantity and lower the recovery factor, the total barrels of recoverable oil for would be around 44.8 million barrels. The average price of West Texas Intermediate oil for the year ending December 31, 2022 was $94.13. This would give an estimated total value of recoverable oil at approximately $4.2 billion. The cost of production would be around $1.0 billion which would leave a net of approximately $3.2 billion.

F-15

CYBER ENVIRO-TECH, INC.
BALANCE SHEETS


	June 30, 2023 (Unaudited)			December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	148,058		$	297,349
Prepaid expenses and other current assets		179,999			9,537
Total current assets		328,057			392,820

Property and equipment, net		3,167,312			2,429,035
Texas Railroad Commission bond		50,000			50,000
Acquired intangible assets		745,859			—
Total Assets	$	4,291,228		$	2,871,855

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	86,202		$	149,835
Accrued interest		19,389			7,489
Contingent liability		4,650			5,700
Note payable – related party		—			15,000
Note payable, current maturities, net of discount of $10,441 and $19,887 at June 30, 2023 and December 31, 2022, respectively		433,059			237,613
Convertible notes payable, net of discount of $37,576 at June 30, 2023		31,674			—
Convertible notes payable – related parties		25,000			25,000
Total current liabilities		599,974			440,637
Note payable, less current maturities, net of discount of $37,727 at June 30,2023 and $1,645 at December 31, 2022		99,162			184,355
Derivative liability		102,466			—
Convertible notes payable, less current maturities		1,470,000			386,000
Total Liabilities		2,271,602			1,010,992
Commitments and contingencies (Note 4)		—			—
Stockholders’ Equity:
Series A Convertible Preferred Stock, par value $0.001, 300,000 shares authorized; 1 share issued and outstanding		—			—
Series B Convertible Preferred Stock, par value $0.001, 85,000 shares authorized; 1 share issued and outstanding		—			—
Series C Non-convertible, Preferred Stock, par value $0.001, 50,000 shares authorized; 0.5 shares issued and outstanding		—			—
Special 2020 Series A Preferred Stock, par value $0.0001, 1 share authorized; 1 share issued and outstanding		—			—
Common Stock, par value $0.001, 350,000,000 shares authorized; 118,239,283 and 115,914,283 shares issued and outstanding, respectively		118,240			115,915
Additional paid-in capital		5,254,706			4,368,442
Common stock to be issued		1,283,636			—
Unearned stock compensation		(685,711	)		(124,274	)
Treasury stock, at cost		(66,400	)		(66,400	)
Accumulated deficit		(3,884,845	)		(2,432,820	)
Total Stockholders’ Equity		2,019,626			1,860,863
Total Liabilities and Stockholders’ Equity	$	4,291,228		$	2,871,855

The accompanying notes are an integral part of these unaudited financial statements

F-16

CYBER ENVIRO-TECH, INC.

STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ending			Three Months Ending			Six Months Ending			Six Months Ending
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Operating Expenses:
Professional fees	$	20,253		$	10,000		$	65,288		$	29,175
General and administrative		89,408			25,152			131,111			54,983
Consulting		768,701			109,211			1,136,514			156,312
Total operating expenses		878,365			144,363			1,332,913			240,470

Loss from operations		(878,365	)		(144,363	)		(1,332,913	)		(240,470	)

Other Income (Expense):
Change in fair value of derivatives		(22,977	)		—			49,392			2,638,153
Loss on issuance of derivatives		—			—			(86,858	)		(149,010	)
Loss on sale of asset		—			—			(3,600	)		—
Gain on extinguishment of debt		—			—			—			627,591
Change in fair value of contingent liability		1,350			2,535			1,050			(3,031	)
Interest expense		(47,950	)		(12,182	)		(79,096	)		(1,224,495	)
Total other income (expense)		(69,577	)		(9,647	)		(119,112	)		1,889,208

Net Income (Loss)	$	(947,942	)	$	(154,040	))	$	(1,452,025	)	$	1,648,738

Loss per share, basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	0.02
Weighted average shares outstanding, basic and diluted		116,526,714			107,444,943			115,943,449			106,954,123

The accompanying notes are an integral part of these unaudited financial statements

F-17

CYBER ENVIRO-TECH, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Special 2020 Series A Preferred				Series A Preferred				Series B Preferred				Series C Preferred				Common Stock					APIC		Treasury Stock			CS to be Issued						Unearned Stock Comp			Accum Deficit			Total
Description	Shares		Amt		Shares		Amt		Shares		Amt		Shares		Amt		Shares		Amt								Shares			Amt
Balance, December 31, 2021		1		—		1		—		1		—		1		—		104,204,722		104,205			1,141,328		(66,400	)		839,233			154,164			—			(3,912,182	)		(2,578,885	)
Common stock issued from prior periods		—		—		—		—		—		—		—		—		283,517		284			28,921		—			(283,517	)		(29,205	)		—			—			(0	)
Shares issued for cash		—		—		—		—		—		—		—		—		750,000		750			99,250		—			—			—			—			—			100,000
Shares issued for conversion of Advance on joint venture		—		—		—		—		—		—		—		—		3,000,000		3,000			230,983		—			—			—			—			—			233,983
Shares issued for services		—		—		—		—		—		—		—		—		50,000		50			9,949		—			—			—			—			—			9,999
Shares issued in connection with convertible notes payable		—		—		—		—		—		—		—		—		—		—			—		—			150,000			75,800			—			—			75,800
Shares issued for conversion of notes payable		—		—		—		—		—		—		—		—		—		—			—		—			4,024,201			1,853,196			—			—			1,853,196
Net Income		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			1,779,378			1,779,378
Balance, March 31, 2022		1		—		1		—		1		—		1		—		108,288,239	$	108,289		$	1,510,431	($	66,400	)		4,729,917			2,053,954			—		($	2,132,804	)		1,473,470

Book adjustments - rounding and fractional shs		—		—		—		—		—		—		—		—		—		(128	)		—		—			—			—			—			—			—

Common stock issued from prior periods		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			—			—
Shares issued for cash																																								—
Shares issued for conversion of Advance on joint venture		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			—			—
Options granted for services																		—		—			4,843		—			—			—			—			—			4,843
Shares issued for services		—		—		—		—		—		—		—		—		—		—			—		—			21,000			11,550			—			—			11,550
Shares issued in connection with convertible notes payable		—		—		—		—		—		—		—		—		—		—			—		—			—			95,699			—			—			95,699
Shares issued for conversion of notes payable		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			—			—
Net Income		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			(154,040	)		(154,040	)
Balance, June 30, 2022		1		—		1		—		1		—		1		—		108,288,239		108,161			1,515,274		(66,400	)		4,750,917			2,161,203			—			(2,286,844	)		1,431,522

Balance, December 31, 2022		1	$	—		1	$	—		1	$	—		1	$	—		115,914,283	$	115,915		$	4,368,442	$	(66,400	)		—		$	—		$	(124,274	)	$	(2,432,820	)	$	1,860,863
Common stock issued from prior periods		—		—		—		—		—		—		—		—				—					—			—			—			—			—			—
Shares issued for cash		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			—			—
Shares issued for conversion of Advance on joint venture		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			—			—
Options granted for services		—		—		—		—		—		—		—		—		—		—			5,514		—			—			—			—			—			5,514
Shares issued for services		—		—		—		—		—		—		—		—		375,000		375			143,625		—			333,333			140,000			(27,616	)		—			256,384
Shares issued in connection with convertible notes payable		—		—		—		—		—		—		—		—		—		—			—					—			—			—			—			—
Shares issued for conversion of notes payable		—		—		—		—		—		—		—		—		—		—			—		—			300,000			60,000			—			—			60,000
Net loss		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			(504,083	)		(504,083	)
Balance, March 31, 2023		1	$	—		1	$	—		1	$	—		1	$	—		116,289,283	$	116,290		$	4,517,581	$	(66,400	)		633,333		$	200,000		$	(151,890	)	$	(2,936,903	)	$	1,678,678

Common stock issued from prior periods		—		—		—		—		—		—		—		—				—					—			—			—			—			—			—
Shares issued for cash		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			—			—
Shares issued for conversion of Advance on joint venture		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			—			—
Options granted for services		—		—		—		—		—		—		—		—		—		—			5,575		—			—			—			—			—			5,575
Shares issued for services		—		—		—		—		—		—		—		—		1,950,000		1,950			731,550		—			1,000,000			420,000			(533,821	)		—			619,679
Shares issued in connection with convertible notes payable		—		—		—		—		—		—		—		—		—		—			—		—			3,318,180			663,636			—			—			663,636
Shares issued for conversion of notes payable		—		—		—		—		—		—		—		—		—		—			—		—									—			—			—
Net loss		—		—		—		—		—		—		—		—		—		—			—		—			—			—			—			(947,942	)		(947,942	)
Balance, June 30, 2023		1		—		1		—		1		—		1		—		118,239,283	$	118,240		$	5,254,706		(66,400.00	)		4,951,513		$	1,283,636		$	(685,711	)	$	(3,884,845	)	$	2,019,626

The accompanying notes are an integral part of these unaudited financial statements

F-18

CYBER ENVIRO-TECH, INC.

STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)


	June 30, 2023				June 30, 2022

Cash flow from operating activities:
Net Income (loss)	$	(1,452,025	)	$	1,648,738
Adjustments to reconcile net income (loss) to net cash from operating activities:
Change in fair value of derivatives		102,466			(2,638,153	)
Loss on sale of property and equipment		3,100			—
Loss on issuance of derivatives		—			149,010
Options issued for services		11,089
Gain on extinguishment of debt		—			(627,591	)
Change in fair value of contingent liability		(1,050	)		3,031
Stock compensation		876,063			6,794
Amortization of debt discount		38,515			1,198,099
Depreciation and amortization expense		38,394			18,228
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(84,528	)		(32,796	)
Accounts payable		(63,633	)		95,719
Accrued interest		28,536			26,394
Net cash from operating activities		(503,073	)		(152,527	)

Cash flows from investing activities:
Proceeds from sale of property and equipment		13,600			—
Purchase of property and equipment		(780,729	)		(905,276	)
Acquisition of licenses from KAM Biotechnology, Ltd.		(659,339			—
Net cash from investing activities		(1,426,468	)		(905,276	)

Cash flows from financing activities:
Repayment of convertible notes payable		(311,000	)		—
Proceeds from convertible notes payable		2,056,250			775,000
Proceeds from notes payable		100,000			—
Repayment of notes payable – related party		(65,000	)		—
Proceeds from the sale of common stock		—			100,000
Net cash from financing activities		1,780,250			875,000
Net change in cash and cash equivalents		(149,291	)		(182,803	)
Cash and cash equivalents at beginning of year		297,349			318,779
Cash and cash equivalents at end of period	$	148,058		$	135,976

Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—
Non-cash investing and financing activities:
Stock issued for conversion of advance on joint venture	$	—		$	233,983
Note payable conversion	$	20,000		$	—
Convertible note payable converted		6,636			—
Stock issued for conversion of convertible notes payable and accrued interest	$	—		$	2,011,065

The accompanying notes are an integral part of these unaudited financial statements.

F-19

CYBER ENVIRO-TECH, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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 $66,400 ($40,000 in cash and 15,000 shares of stock, post reverse split of one share for every 20 shares on April 30, 2021). The shares of stock are to be awarded contingent upon the effectiveness of a S-1 Registration. These shares are recorded as a contingent liability on the Balance Sheet and amount to $4,650 and $5,700 at June 30, 2023 and December 31, 2022, respectively.

Effective April 30, 2021, the Company effectuated a twenty to one reverse stock split. All shares throughout these financial statements have been adjusted to reflect the reverse split.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

Revenue recognition

The Company recognizes sales when oil is picked up by the delivery company and control passes to the customer.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at June 30, 2023 and December 31, 2022.

Property and Equipment

F-20

Asset Retirement Obligations

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. 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 intangible assets consists of exclusive licenses obtained by the Company from KAM Biotechnology Ltd (“KAM”) in May 2023 and the agreement has a term of ten years. Payments from the Company to KAM occur over a 22-month period of time with no interest. As such, the asset is started at the net discounted amount of $758,501 less amortization in May and June of a total of $12,642 for a net of $745,859. As of June 30, 2023, the Company has paid $663,111 towards this note payable.

The Company reviews intangible assets for indicators of impairment at least annually, or 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 asset 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 income statement. Upon impairment, the carrying amount of the intangible asset is reduced to its recoverable amount. The impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the asset and then to the remaining balance of the asset. The impairment loss is recognized as an expense in the income statement, unless the asset had previously been revalued, in which case the loss is recognized against any revaluation surplus.

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 $2,187,926 and $1,604,983 at June 30, 2023 and December 31, 2022, respectively.

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 six months ended June 30, 2023 and 2022, 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, 2023 and 2022, 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, 2023 and December 31, 2022, no capitalized developmental costs were included in WIP.

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, 2023 and 2022, the Company recorded no depreciation, depletion and amortization expense on oil and gas properties. The Company will start using the units-of-production method when the field is continuously operational and there are material sales.

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, 2023 and 2022, there was no impairment to proved properties.

F-21

Stock-based Compensation

The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) ASC 718, “Share Based Payment”, in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date. During the six months ended June 30, 2023 and 2022, the Company recorded $876,063 and $,794 in stock-based compensation expense, respectively. In addition, the Company recorded unearned stock compensation of $685,711 and $124,274 at June 30, 2023 and December 31, 2022, respectively.

Fair Value of Financial Instruments

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 following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023. . There were no fair value instruments as of December 31, 2022:

Schedule of derivative liability
Description	Level 1		Level 2		Level 3		Total
Derivative	$	—	$	—	$	102,466	$	102,466
Total	$	—	$	—	$	102,466	$	102,466

Income taxes

F-22

The Company has adopted ASC 740, “Accounting for Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Net income (loss) per common share

Concentration of credit risks

Recently issued accounting pronouncements

NOTE 3 – GOING CONCERN

The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of June 30, 2023 and December 31, 2022, the Company is not aware of any contingent liabilities related to potential litigation that should be reflected in the financial statements.

F-23

NOTE 5 – PROPERTY AND EQUIPMENT

As of June 30, 2023 and December 31, 2022, property and equipment consisted of the following:

Schedule of property and equipment
	June 30, 2023			December 31, 2022			Useful Lives
Equipment	$	966,687		$	782,576		5 to 20 years
Vehicles		87,000			99,700		5 to 15 years
Well development costs		2,187,926			1,604,983		*
Less accumulated depreciation		(74,301	)		(58,224	)	—
Property and equipment, net	$	3,167,312		$	2,429,035		—

Once full production begins, “Well development costs” will be depreciated using the units-of-production method based on barrels of oil produced. As of June 30, 2023, a minimal amount of oil has been produced and work is ongoing to determine how to determine how to get regular production from the field.

Depreciation expense for the three months ended June 30, 2023 and 2022 was $12,646 and $10,912, respectively, and for the six months ended June 30, 2023 and 2022 it was $25,752 and $10,912, respectively.

NOTE 6 – DEBT

Schedule of long term debt
	June 30, 2023			December 31, 2022
Note payable	$	480,389		$	443,500
Note payable – related party		100,000			15,000
Convertible notes payable		1,539,250			386,000
Convertible notes payable – related party		25,000			25,000
		2,144,639			869,500
Debt discount		(85,743	)		(21,532	)
		2,058,895			847,968
Less current portion		489,734			277,613
Long term portion	$	1,569,161		$	570,355

The following is a schedule of debt maturity and the years in which the debt is scheduled to mature:

Notes payable

In February 2021, the Company purchased certain oil and gas production equipment in the Alvey Oil Field. The total purchase price was $450,000 ($389,046 after discount). As of June 30, 2023 and December 31, 2022, the Company had repaid $106,500 leaving a balance of $343,500. The remaining amount due was to be paid in installments of $10,500 over an 18-month period of time that began in July 2022, with a balloon payment of any unpaid balance after 18 months. The note has an imputed interest rate of 7%.

At December 31, 2022, the Company had a note payable to a shareholder for $100,000 along with interest of $10,000. Repayment was due in January 2023 and the shareholder decided to take $50,000 in cash and converted the remaining $60,000 to common stock. These shares were not issued as of August 14, 2023.

At December 31, 2022, the Company had a note payable to a related party for $15,000 with an interest rate of 7%. This loan was paid off in January 2023.

At June 30, 2022, the Company had a note payable for $100,000. The note is payable on or before August 31, 2023.

In May 2023, the Company acquired certain intellectual property rights from KAM Biotechnology. The total acquisition price was $800,000 ($762,273 after discount). As of June 30, 2023, the Company has repaid $663,112 leaving a balance of $136,889. The remaining amount is to be paid in installments of $25,000 beginning in October 2024.

F-24

Convertible notes payable

During the year ended December 31, 2021, the Company received $1,175,000 from the issuance of twenty- nine separate convertible notes payable. Each note bore interest at 7%. Each note holder received 10,000 shares of commons stock for every $25,000 loaned to the Company which were valued at $94,959. These notes had a two-year maturity date when issued but were all were all converted during the year ended December 31, 2022.

During the year ended December 31, 2022, the Company received $1,461,000 from the issuance of thirty-two separate convertible notes payable. For $1,075,000 worth of notes payable issued before December 2022, the terms were the same as the notes issued in 2021 For $386,000 worth of notes payable issued in December 2022, these notes bear interest at 8%, do not have any bonus shares and are convertible into common stock at a minimum price of $0.10 share. All of notes issued during 2022 had a two-year maturity date when issued.

During the year ended December 31, 2022, the Company converted $2,250,000 of notes payable plus accrued interest into 6,214,355 shares of common stock. This conversion created a one-time gain on the extinguishment of the debt of $627,592 as well as a write off of the derivative liability associated with these notes of $3,512,747. As of December 31, 2022, $386,000 worth of convertible notes payable remained.

During the first six months of 2023, the Company raised a net of another $2,046,250 in convertible notes payable. The terms were the same as the convertible notes payable issued in December 2022 with the exception of one note for $69,250. This note bears interest at 8% and is payable at maturity of January 27, 2024. The note is convertible into common stock at issuer’s option beginning July 27, 2023 at a 35% discount off of the lowest price for the ten preceding trading days.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS

Embedded derivatives

The Company’s convertible promissory notes 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, 2023 and the amounts that were reflected in income related to derivatives for the period ended:

Schedule of derivative liabilities
	June 30, 2023
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		355,834	$	102,466
Total		355,834	$	102,466

F-25

There were no fair value instruments as of December 31, 2022.

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, 2023 and 2022:


	For the Three months Ended
	June 30, 2023			June 30, 2022
Embedded derivatives	$	(22,977	)	$	—
Loss on issuance of derivative		—			—
Total gain (loss)	$	(22,977	)	$	—


	For the Six months Ended
	June 30, 2023			June 30, 2022
Embedded derivatives	$	49,392		$	—
Loss on issuance of derivative		(86,858	)		—
Total gain (loss)	$	(37,466	)	$	—

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, 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 Binomial Lattice 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:

Schedule of embedded derivatives
	Inception Date			June 30, 2023
Quoted market price on valuation date	$	0.0072		$	0.3100
Effective contractual conversion rates	$	0.0024		$	0.2015
Contractual term to maturity		1 year			0.58 years
Market volatility:
Volatility		151.08%-171.20	%		68.78%-197.81	%
Risk-adjusted interest rate		4.79	%		13.90	%

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, 2023 and December 31, 2022.

Schedule of Fair value assumptions
	Six months Ended June 30, 2023			Year Ended December 31, 2022
Balances at beginning of period	$	—		$	3,116,734
Issuances:
Embedded derivatives		151,858			396,013
Conversions		—			(3,512,747	)
Changes in fair value inputs and assumptions reflected in income		(49,392	)		—
Balances at end of period	$	102,466		$	—

F-26

NOTE 8 – RELATED PARTY TRANSACTIONS

At June 30, 2023 and December 31, 2022, the Company had a convertible note payable for $25,000 with a related party. The note is unsecured, non-interest bearing and is convertible into shares of common stock at $0.001.

At December 31, 2022, the Company had a note payable of $15,000 to a related party. This note was paid off with interest in January 2023.

During the periods ended June 30, 2023 and December 31, 2022, the Company paid various related parties for consulting services in the amounts of $284,500 and $431,399 respectively. For the periods ended June 30, 2023 and December 31, 2022, $60,188 and $194,712, respectively, of the consulting fees were capitalized in property and equipment under well development costs.

NOTE 9 – PREFERRED STOCK

Series A Convertible Preferred Stock

The Company previously designated 300,000 shares of Preferred Stock as Series A Convertible Preferred Stock and had issued 200,000 shares. Voting Rights had been established whereby one (1) share of Series A Convertible Preferred Stock has ten (10) equivalent votes of stockholders of the Company's common stock for an aggregate of 10 votes. Each share of Series A Convertible Preferred Stock previously was convertible into ten (10) shares of the Company's common stock. In event of the liquidation of the Company, the shareholders of Series A Convertible Preferred Stock would have preference over the shareholders of the Company's common stock and all other series of Preferred Stock. As of June 30, 2023 and December 31, 2022, there is one 1 share of Series A Convertible Stock issued and outstanding.

Series B Convertible Preferred Stock

The Company previously designated 85,000 shares of Preferred Stock as Series B Convertible Preferred Stock and had issued 67,448 shares. Holders of Series B Convertible Preferred Stock had no voting Rights. Each share of Series B Preferred Stock previously was convertible into one (1) share of the Company's Common Stock. In event of the liquidation of the Company, the shareholders of Series B Convertible Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock except for the shareholders of Series A Convertible Preferred Stock. As of June 30, 2023 and December 31, 2022, there is one 1 share of Series B Convertible Stock issued an outstanding.

Series C Non-Convertible Preferred Stock

The Company previously designated 50,000 shares of Preferred Stock as Series C Non-Convertible Preferred Stock and had issued all 50,000 shares. Holders of Series C Non-Convertible Preferred Stock have 1,600 shares of voting Rights per share. Series C Non-Convertible Preferred Stock is not convertible into any of the Company's Common Stock or other Series of Preferred Stock. In event of the liquidation of the Company, the shareholders of Series C Non-Convertible Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock except for the shareholders of Series A and Series B Convertible Preferred Stock. As of June 30, 2023 and December 31, 2022, there is one-half 0.5 share of Series C Convertible Stock issued an outstanding.

F-27

Special 2020 Series A Preferred

The Company has one share of preferred stock designated as Special 2020 Series A Preferred, par value $0.0001. 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 150,000,000 shares of common stock at any time and is not entitled to dividends. The Company purchased that one series A preferred share for $66,400. This share is now recorded as a Treasury stock. As of June 30, 2023 and December 31, 2022, there is 1 share of Special 2020 Series A Preferred issued and 0 outstanding.

NOTE 10 – STOCK OPTIONS

In connection with a consulting agreement dated March 7, 2022, the Company issued 200,000 options at an exercise price of $0.58 per share. These options vest one-fourth each six months over a period of two years and have a term of three years. The grant date fair value was $55,966. The Company recorded compensation expense in the amount of $11,089 and $ 18,318 for the periods ended June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, there was $26,559 and $37,648, respectively, of total unrecognized compensation cost related to non-vested portion of options granted.

As of June 30, 2023 and December 31, 2022, there are 200,000 options outstanding, of which 100,000 and 50,000 are exercisable as of June 30, 2023 and December 31, 2022, respectively. The weighted average remaining term is 0.81 years and 1.31 years for the periods ending June 30, 2023 and December 31, 2022, respectively.

Significant inputs and results arising from the Black-Scholes process are as follows for the options:

Schedule of assumption
Quoted market price on valuation date	$	0.782
Exercise price	$	0.5765
Range of expected term		1.75 Years – 2.50 Years

Range of equivalent volatility		29.47% - 37.40%
Range of interest rates		1.55% - 1.68%

NOTE 11 – INCOME TAXES

Income taxes consist of the following components as of:

Schedule of federal income tax
	June 30, 2023			June 30, 2022
Federal income tax benefit attributable to:
Current Operations	$	297,278		$	307,643
Less: Valuation Allowance		(297,278	)		(307,643	)
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, 2023 and December 31, 2022, due to the following:

Schedule of deferred tax asset
	June 30, 2023			December 31, 2022
Deferred tax asset attributable to:
Net operating loss carryover	$	807,711		$	510,433
Less: Valuation allowance		(807,711	)		(510,433	)
Net deferred tax asset	$	—		$	—

F-28

At June 30, 2023, the Company had net operating loss carry forwards of $807,711 that may be offset against future taxable income from the year 2023 to 2040. No tax benefit has been reported in the June 2023 and 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

NOTE 12 – SUBSEQUENT EVENTS

The following are subsequent events that the Company considers may be material:

New convertible debentures were issued to investors between June 30, 2023 to August 14, 2023 totaling $200,000.

Series “A” Convertible Preferred Stock terms were modified and the following was approved by the Board of Directors in March 2023. The terms of the stock were modified as follows:

•

The holders of the Series “A” Convertible Preferred Stock shall vote together with the holders of preferred stock (including on an as converted basis) and common stock as a single class. The Series “A” Convertible Preferred Stock stockholder is entitled to 3,000 votes for every one (1) share of Series “A” Convertible Preferred Stock held.

•

The three major shareholders elected to convert 50,000,000 common shares of stock into 16,665 shares of Series “A” Convertible Stock.

•

As of August 14, 2023, this conversion of common into Series “A” Convertible Preferred Stock has not formerly been filed with the Secretary of State for Wyoming. Once that is completed, the financial statements will reflect this change.

The convertible note for $69,250 was paid off in the 3^rd Quarter.

NOTE 13 – SUPPLEMENTAL OIL AND GAS DISCLOSURES (UNAUDITED)

In accordance with ASC 932, Extractive Activities- Oil and Gas, the Company is required to provide additional information regarding its oil and gas producing activities when those activities are deemed to be significant. According to ASC 932, significance is defined as satisfying one or more of the following criteria: the revenues from oil and gas are 10% or more of total revenues; the operating income (loss) from oil and gas are 10% or more of total income (loss) from operations; the identifiable assets of oil and gas are 10% or more of total assets. In 2023 and 2022, the Company’s oil and gas activities were deemed to be significant since the operating loss from oil and gas is 10% or more of total loss from operations. In addition, there were no oil sales for the six months ended June 30, 2023 and 2022.

Oil and Gas Reserves

Existing economic conditions include prices and costs at which economic productivity from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. For the periods ending June 30, 2023 and December 31, 2022, that price would be $70.64 and $94.13, respectively.

The Company’s 479-acre oil field is located in West Texas. Per the Preliminary Reserve Estimate done by an independent geologist, it is estimated to contain 150 million barrels of oil. The geologist estimates the recovery factor at 30% to 40% of the total reserves. Based on the lower estimated quantity and lower the recovery factor, the total barrels of recoverable oil for would be around 45 million barrels. The average price of West Texas Intermediate oil for the six months ending June 30, 2023 was $70.64. This would give an estimated total value of recoverable oil at approximately $3.2 billion. The cost of production would be around $1.0 billion which would leave a net of approximately $2.2 billion.

F-29

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

1. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by us in connection with the securities being registered are as follows:

Audit and Accounting Fees and Expenses*	$	6,500
Legal Fees and Expenses*		10,000

Miscellaneous Expenses*		3,500
Total	$	20,000

* Estimated amount

2. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article VII of our Articles of Incorporation permit us to indemnify our officers and directors and certain other persons against expenses in defense of a suit to which they are parties by reason of such office, so long as the persons conducted themselves in good faith and the persons reasonably believed that their conduct was in our best interests or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. See our Articles of Incorporation filed as Exhibit 3.1 to this registration statement.

Indemnification is not permitted in connection with a proceeding by us or in our right in which the officer or director was adjudged liable to us or in connection with any other proceeding charging that the officer or director derived an improper personal benefit, whether or not involving action in an official capacity.

3. RECENT SALES OF UNREGISTERED SECURITIES

ISSUANCE TO FOUNDERS

On November 16, 2020, the Company issued 630,000,000 shares of common stock to Kim D. Southworth, CEO, for founder shares. Effective April 30, 2021, the Company effectuated a one for twenty reverse split and Kim D. Southworth now holds 31,500,000 shares.

On November 16, 2020, the Company issued 630,000,000 shares of common stock to TJ Agardy, President, for founder shares. Effective April 30, 2021, the Company effectuated a one for twenty reverse split and TJ Agardy now holds 31,500,000 shares.

On November 16, 2020, the Company issued 396,449,655 shares of common stock to Chris Ivey, VP of Operations for founder shares. Effective April 30, 2021, the Company effectuated a one for twenty reverse split and Chris Ivey now holds 19,822,483 shares.

On November 16, 2020, the Company issued 212,112,845 shares of common stock to various non-officer founders. Effective April 30, 2021, the Company effectuated a one for twenty reverse split and these founders now hold 10,605,642 shares.

Shares Issued in January 1, 2021 to October 31, 2023

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.

2/24/2021

New

123,457

Common

0.097

Lester Black

Cash

Restricted

3/18/2021

New

14,286

Common

0.350

Frank Kigenyi

Cash

Restricted

3/20/2021

New

14,286

Common

0.350

Ramonte Parea Hackman

Cash

Restricted

3/22/2021

New

28,572

Common

0.350

Lenora Rodriguez

Cash

Restricted

3/25/2021

New

14,286

Common

0.350

Ernest Bevans

Cash

Restricted

4/5/2021

New

14,286

Common

0.350

Vanessa DeMattei

Cash

Restricted

5/4/2021

New

50,000

Common

0.200

Greg Hebert

Grant fee

Restricted

9/27/2021

New

144,033

Common

0.097

Lester Black

Cash

Restricted

2/25/2022

New

3,000,000

Common

0.078

Markham and ML Broughton RT, Markham Broughton

Cash

Restricted

2/25/2022

New

750,000

Common

0.133

Gary E. Smith Living Trust, Gary Smith

Cash

Restricted

12/31/2022

New

400,000

Common

0.420

Joe Isaac, Axiom Group

Services

Restricted

12/31/2022

New

42,000

Common

0.457

Malcolm Mcquire

Services

Restricted

3/24/2023

New

300,000

Common

0.420

Joe Isaac, Axiom Group

Services

Restricted

5/23/2023

New

250,000

Common

0.42

Joe Isaac

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

II-1

SECURITIES ISSUED IN CONNECTION WITH CONVERTIBLE NOTES

	Shares Registered		Purchase Date	Cost Basis		Percent Offering
Name						Before		After
Alexander Fil		77,667	1/24/2021		0.40		0%		<1%
CJ Assets, Inc 401K Plan		77,487	2/8/2021		0.40		0%		<1%
Townley Paton		77,487	2/8/2021		0.40		0%		<1%
Jaron Mossman and Jode Vallejos		77,367	2/18/2021		0.40		0%		<1%
Deprima Donnelly Family Trust dated July 3, 2019		309,083	2/26/2021		0.40		0%		<1%
William Bisignano		77,235	3/1/2021		0.40		0%		<1%
David Townley Paton		77,211	3/3/2021		0.40		0%		<1%
Jeffrey Kelley		77,127	3/10/2021		0.40		0%		<1%
Geoffrey N Gilbert		77,103	3/12/2021		0.40		0%		<1%
Alan I. Leibowitz		77,055	3/16/2021		0.40		0%		<1%
Douglas Gore		153,559	4/8/2021		0.40		0%		<1%
Christopher and Jolene Vallejos		76,768	4/9/2021		0.40		0%		<1%
David Townley Paton		153,463	4/12/2021		0.40		0%		<1%
David Paton		153,055	4/29/2021		0.40		0%		<1%
Jaron Mossman and Jode Vallejos		152,887	5/6/2021		0.40		0%		<1%
Kenneth O'Daniel		76,264	5/21/2021		0.40		0%		<1%
Peter D. Lawrence		75,545	7/20/2021		0.40		0%		<1%
Ian C. Boyd		74,958	9/7/2021		0.40		0%		<1%
Louis A. DeLeon		74,670	10/1/2021		0.40		0%		<1%
Justin Mossman		74,610	10/6/2021		0.40		0%		<1%
David Townley Paton		739,384	12/1/2021		0.40		0%		<1%
Ian C. Boyd		73,867	12/7/2021		0.40		0%		<1%
Douglas Gore		147,733	12/7/2021		0.40		0%		<1%
Jeffrey Kelley		147,542	12/15/2021		0.40		0%		<1%
Christy Indie		73,771	12/15/2021		0.40		0%		<1%
Kenneth R. Waters		73,771	12/15/2021		0.40		0%		<1%
James P. MacPherson, Jr		73,771	12/15/2021		0.40		0%		<1%
Living Trust of Stanacella dated July 13, 2021		73,735	12/18/2021		0.40		0%		<1%
Greg and Gaida Paloolian		73,735	12/18/2021		0.40		0%		<1%
Susan Elizabeth Crossett		73,208	1/31/2022		0.40		0%		<1%
Douglas Gore		292,781	2/1/2022		0.40		0%		<1%
Geoffrey N. Gilbert		73,196	2/1/2022		0.40		0%		<1%
Jeffrey Kelley		146,151	2/11/2022		0.40		0%		<1%
David Townley Paton		73,076	2/11/2022		0.40		0%		<1%
Cameron Gore		146,007	2/17/2022		0.40		0%		<1%
Louis A. DeLeon		73,004	2/17/2022		0.40		0%		<1%
The Bisignano Family Living Trust 2015		73,004	2/17/2022		0.40		0%		<1%
William J. Bowen, Jr		72,944	2/22/2022		0.40		0%		<1%
Staunton Family 2007 Trust		72,920	2/24/2022		0.40		0%		<1%
DePrima Donnelly Family Trust dated July 3, 2019		148,261	5/2/2022		0.40		0%		<1%
Greg and Gaida Paloolian		73,975	5/15/2022		0.40		0%		<1%
Jeffrey Kelley		147,877	5/18/2022		0.40		0%		<1%
Steve Chang		73,891	5/22/2022		0.40		0%		<1%
Chad James Nichols		73,855	6/1/2022		0.40		0%		<1%
Douglas Gore		590,165	6/1/2022		0.40		0%		<1%
JPM Property Holdings, LLC		73,759	6/2/2022		0.40		0%		<1%
Chris Greissinger		72,908	8/12/2022		0.40		0%		<1%
Nicole M. Hobbs		72,908	8/12/2022		0.40		0%		<1%
Michael Volpe & Liliane Stacishin-Moura		72,872	8/15/2022		0.40		0%		<1%
Jaron Mossman		218,292	8/24/2022		0.40		0%		<1%
Peter McCabe		72,752	8/25/2022		0.40		0%		<1%
Scoop Investments Group, LLC		72,680	8/31/2022		0.40		0%		<1%
Lawrence Weiss Living Trust		72,668	9/1/2022		0.40		0%		<1%
Traj Enterprises, LP		145,168	9/8/2022		0.40		0%		<1%
Mary Lyn Hammer		72,548	9/11/2022		0.40		0%		<1%
		6,698,780

II-2

4. EXHIBITS

The following exhibits are included as part of this Form S-1 or are incorporated by reference to our previous filings:

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
3.1	Articles of Incorporation	S-1	9/22/2022	3.1
3.2	Bylaws	S-1	9/22/2022	3.2
5.1	Legal Opinion	S-1	10/31/23	5.1	X
23.1	Consent of Accell Audit & Compliance PA				X
23.2	Consent of Legal (included in Exhibit 5.1)				X
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
107	Calculation of Filing Fee				X

* To be filed by amendment

II-3

5. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to:

(a) file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) include any additional or changed information with respect to the plan of distribution.

(b) that, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(d) that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registration of expenses incurred or paid by a director, officer or controlling person to the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(e) that, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(f) that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the Registrant relating to the offering filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned; thereunto duly authorized, in Gilbert, Arizona, on this 1st day of November, 2023.


	Cyber Enviro-Tech, Inc.

	By: /s/ Kim D. Southworth
	Kim D. Southworth
	Chief Executive Officer


	By: /s/ Daniel A. Leboffe
	Daniel A. Leboffe
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Kim D. Southworth	Chief Executive Officer and Director	November 1, 2023
Kim D. Southworth

/s/ Daniel A. Leboffe	Chief Financial Officer	November 1, 2023
Daniel A. Leboffe

II-5

Schedule of long term debt mature