UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 333-267560

Cyber Enviro-Tech, Inc.

(Exact name of registrant as specified in charter)

Wyoming		86-3601702
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6991 E. Camelback Road, Suite D-300 Scottsdale, AZ		85251
(Address of principal executive office)		(Zip Code)

+1 (307)-200-2803

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Common Stock, par value $0.001 per share

(Title of Class)

Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
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 standard provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

At August ~~May 15~~14, 2025 there were ~~113~~116,~~461~~136,~~878~~ 907 shares of the registrant’s Common Stock issued and outstanding.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated financial statements	1
	Balance Sheets at (unaudited) March 31, 2025 and (audited) December 31, 2024	1
	Consolidated Balance Sheets at June 30, 2025 (unaudited) and December 31, 2024 (audited)	1
	Unaudited Statements of Operations for the three months ended March 31, 2025 and 2024	2
	Consolidated unaudited Statements of Operations for the three and six months ended June 30 2025 and 2024	2
	Unaudited Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2025 and 2024	3
	Consolidated unaudited Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2025 and 2024	3
	Unaudited Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
	Consolidated unaudited Statements of Cash Flows for the six months ended June 30, 2025 and 2024	4
	Notes to Consolidated unaudited financial statements	5
	Notes to unaudited Consolidated financial statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION	25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	2930
SIGNATURES		3031

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

CYBER ENVIRO-TECH, INC.
CONSOLIDATED BALANCE SHEETS

	March 31, 2025 (Unaudited)			December 31, 2024 (Audited)
	June 30, 2025 (Unaudited)			December 31, 2024 (Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	98132,~~476~~414		$	59,411
Loan receivable		~~195~~220,000			190,000
Prepaid expenses and other current assets		~~392~~536,~~193~~995			457,768
Total current assets		~~685~~889,~~669~~409			707,179
Property and equipment, net		~~861~~1,~~945~~419,034			776,560
Long-term deposits		114,150			—
Assets of discontinued operations, non-current		2,~~065~~050,~~483~~210			2,081,952
Total Assets	$	34,~~727~~472,~~247~~803		$	3,565,691
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	70323,~~826~~598		$	105,042
Accounts payable – related parties		~~160~~133,~~965~~690			137,690
Accrued interest		~~222~~253,~~483~~363			204,760
Notes payable, current maturities		~~320~~78,~~209~~000			188,061
Note payable, related party, net of discount of $5,274 and $8,277 at March 31, 2025 and December 31, 2024, respectively		148,716			145,712
Note payable, related party, net of discount of $2,237 and $8,277 at June 30, 2025 and December 31, 2024, respectively		151,752			145,712
Convertible notes payable, net of discount of $52,415 and $24,400 at March 31, 2025 and December 31, 2024, respectively		971,861			815,863
Convertible notes payable, net of discount of $158,645 and $24,400 at June 30, 2025 and December 31, 2024, respectively		1,036,306			815,863
Convertible notes payable – related party		22,000			22,000
Contingent liabilities		~~177~~117,500			437,500
Liabilities of discontinued operations, current		~~363~~379,~~500~~392			369,000
Liabilities of discontinued operations, current, related parties		~~15,000~~—			30,000
Total current liabilities		2,~~473~~495,~~060~~601			2,455,628
Convertible notes payable, net of discount of $128,269 and $294,379 at March 31, 2025 and December 31, 2024, respectively		1,438,731			1,127,621
Convertible notes payable, net of discount of $109,570 and $ 318,779 at June 30, 2025 and December 31, 2024, respectively		2,362,930			1,127,621
Derivative liability		~~330~~441,~~653~~273			387,238
Liabilities of discontinued operations, non-current		97,463			97,463
Total Liabilities		45,~~339~~397,~~907~~267			4,067,950
Commitments and contingencies (Note 4)		—			—
Stockholders’ Equity (Deficit):
Series A Convertible Preferred Stock, par value $0.001, 200,000 shares authorized; 16,671 shares issued and outstanding		17			17
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; 111,337,204 and 108,159,556 shares issued and outstanding, respectively		111,337			108,120
Common Stock, par value $0.001, 350,000,000 shares authorized; 116,136,907 and 108,159,556 shares issued and outstanding, for the period ended June 30, 2025 and December 31, 2024, respectively		116,137			108,120
Additional paid-in capital		1213,~~423~~150,~~962~~723			12,165,669
Common stock to be issued		1,~~149~~089,~~613~~539			373,443
Treasury stock, at cost		(66,400	)		(66,400	)
Accumulated deficit		(1415,~~272~~243,~~644~~376	)		(13,129,093	)
Controlling interest		(~~654~~953,~~115~~360	)		(548,244	)
Non-controlling interest		4128,~~455~~896			45,985
Total Stockholders’ Equity (Deficit)		(~~612~~924,~~660~~464	)		(502,259	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	34,~~727~~472,~~247~~803		$	3,565,691

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

CYBER ENVIRO-TECH, INC. CONSOLIDATED STATEMENTS OF ~~OPERATIONSFOR~~OPERATIONS FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024 (Unaudited)

		2025				2024
		Three Months Ending June 30, 2025				Three Months Ending June 30, 2024				Six Months Ending June 30, 2025				Six Months Ending June 30, 2024
Operating Expenses:
Revenue:
Professional fees		$	151,120			$	48,403
Gross sales	$	—			$	—			$	—			$	—
General and administrative			218,648				400,769
Cost of sales		—				—				—				—
Consulting			515,189				574,827
Gross margin		—				—				—				—
Total operating expenses			884,957				1,023,999
Operating Expenses:
Loss from continuing operations			(884,957	)			(1,023,999	)
Professional fees			31,991				25,729				183,111				74,132
Other Income (Expense):
General and administrative			266,911				147,938				485,559				548,707
Change in fair value of derivatives			(202,710	)			24,516
Consulting			427,479				457,346				942,668				1,032,173
Loss on issuance of derivatives			(17,676	)			—
Total operating expenses			726,381				631,013				1,611,338				1,655,012
Gain on extinguishment of derivative liability			351,971				79,564
Operating loss from continuing operations			(726,381	)			(631,013	)			(1,611,338	)			(1,655,012	)
Amortization of intangible assets			—				(28,213	)
Other Income (Expense):
Change in fair value of contingent liability			15,000				—
Change in fair value of derivatives			61,318				(42,896	)			(141,392	)			(18,380	)
Interest income			3,288				924
Loss on issuance of derivatives			(57,538	)			(109,043	)			(75,214	)			(109,043	)
Interest expense			(331,723	)			(161,152	)
Gain on extinguishment of derivative liability			10,601				184,975				362,572				264,539
Total other expense, net			(181,850	)			(84,361	)
Amortization of intangible assets			—				(28,212	)			—				(56,425	)
Loss from continuing operations			(1,066,807	)			(1,108,360	)
Change in fair value of contingent liabilities			10,000				—				25,000				—
Discontinued Operations:
Interest income			4,030				3,760				7,318				4,684
Loss from operations of discontinued operations			(81,274	)			(11,812	)
Interest expense			(168,001	)			(259,626	)			(499,724	)			(420,778	)
Total Discontinued Operations			(81,274	)			(11,812	)
Total other expense			(139,590	)			(251,042	)			(321,440	)			(335,403	)
Net loss before income taxes			(1,148,081	)			(1,120,172	)
Loss from continuing operations			(865,971	)			(882,055	)			(1,932,778	)			(1,990,415	)
Provision for income taxes			—				—
Discontinued Operations:
Net Loss		$	(1,148,081	)		$	(1,120,172	)
Loss from operations of discontinued operations			(117,320	)			(18,295	)			(198,594	)			(30,106	)
Net loss attributable:
Total Discontinued Operations			(117,320	)			(18,295	)			(198,594	)			(30,106	)
Non-controlling interest		$	(4,530	)		$	—
Net Loss		$	(983,291	)		$	(900,350	)		$	(2,131,372	)		$	(2,020,521	)
Common stockholders			(1,143,551	)			(1,120,172	)
Net provision for income taxes			—				—				—				—
Net loss		$	(1,148,081	)		$	(1,120,172	)
Less net loss attributable to noncontrolling interest			12,559				—				17,089				—
Loss per share, basic and diluted		$	(0.01	)		$	(0.01	)
Net loss attributable to common stockholders		$	(970,732	)		$	(900,350	)		$	(2,114,283	)		$	(2,020,521	)
Weighted average shares outstanding, basic and diluted			110,756,892				78,163,084
Loss per share, basic and diluted		$	(0.01	)		$	(0.01	)		$	(0.02	)		$	(0.02	)
Weighted average shares outstanding, basic and diluted			115,904,359				83,683,858				113,345,028				80,923,471

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

CYBER ENVIRO-TECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(Unaudited)

	Preferred				Common Stock						CS to be Issued			~~CS to be Issued~~						Accum			Non Controlling
Description	Shares		Amt		Shares		Amt		APIC		~~Treasury~~Shares			~~Shares~~Amt			~~Amt~~Treasury			Deficit			Interest			Total
Balance, December 31, 2023		16,671	$	17		77,467,573	$	77,468	$	7,801,868	$	~~(66~~8,~~400~~173,019	)	$	8933,~~173,019~~489		$	~~933~~(66,~~489~~400	)	$	(6,775,924	)	$	—		$	1,970,518
Shares issued for interest		—		—		—		—		—		—193,975			~~193~~29,~~975~~938			~~29,938~~—			—			—			29,938
Shares issued for conversion of convertible notes payable		—		—		4,394,140		4,394		435,020		—2,123,360			2586,~~123,360~~586			~~586,586~~—			—			—			1,026,000
Net loss		—		—		—		—		—		—			—			—			(1,120,172	)		—			(1,120,172	)
Balance, March 31, 2024		16,671	$	17		81,861,713	$	81,862	$	8,236,888	$	~~(66~~10,~~400~~490,354	)	$	101,~~490~~550,~~354~~013		$	1(66,~~550,013~~400	)	$	(7,896,096	)	$	—		$	1,906,284
Balance, December 31, 2024		16,671	$	17		108,159,556	$	108,120	$	12,165,669	$	(66,400	)		1,954,250		$	373,443		$	(13,129,093	)	$	45,985		$	(502,259	)
Shares issued for cash		—		—		—		—		—		333,334			50,000			—			—			—			50,000
Shares issued for services		—		—		—		—		—		—375,000			~~125~~172,~~000~~500			~~47,500~~—			—			—			47172,500
Shares issued for interest		—		—		253,639		100		23,879		(18,732	)		35,236			—			—			—			59,215
Shares issued for conversion of convertible notes payable		—		—		7,630,000		7,744		1,302,292		(7,463,333	)		(1,285,036	)		—			—			—			25,000
Net loss		—		—		—		—		—		—			—			—			(900,350	)		—			(900,350	)
Balance, June 30, 2024		16,671	$	17		89,745,352	$	89,706	$	9,563,059		3,716,623		$	522,713		$	(66,400	)	$	(8,796,446	)	$	—		$	1,312,649
Balance, December 31, 2024		16,671	$	17		108,159,556	$	108,120	$	12,165,669		1,954,250		$	373,443		$	(66,400	)	$	(13,129,093	)	$	45,985		$	(502,259	)
Shares issued for services		—		—		—		—		—		125,000			47,500			—			—			—			47,500
Shares issued for exercised warrants		—		—		1,991,930		2,011		26,976		—			—			—			—			—			28,987
Shares issued for interest		—		—		76,553		76		14,947		—255,361			~~255~~43,~~361~~670			~~43,670~~—			—			—			58,693
Shares issued for conversion of convertible notes payable		—		—		1,109,165		1,130		216,370		—3,520,650			3685,~~520,650~~000			~~685,000~~—			—			—			902,500
Net loss		—		—		—		—		—		—			—			—			(1,143,551	)		(4,530	)		(1,148,081	)
Balance, March 31, 2025		16,671	$	17		111,337,204	$	111,337	$	12,423,962	$	~~(66~~5,~~400~~855,261	)	$	51,~~855~~149,~~261~~613		$	1(66,~~149,613~~400	)	$	(14,272,644	)	$	41,455		$	(612,660	)
Shares issued for cash		—		—		—		—		—		1,000,000			200,000			—			—			—			200,000
Shares issued for services		—		—		—		—		—		71,429			27,143			—			—			—			27,143
Shares issued for interest		—		—		367,385		368		51,200		(18,518	)		(2,217	)		—			—			—			49,351
Shares issued for conversion of convertible notes payable		—		—		4,432,318		4,432		675,561		(2,117,319	)		(285,000	)		—			—			—			394,993
Net loss		—		—		—		—		—		—			—			—			(970,732	)		(12,559	)		(983,291	)
Balance, June 30, 2025		16,671	$	17		116,136,907	$	116,137	$	13,150,723		4,790,853		$	1,089,539		$	(66,400	)	$	(15,243,376	)	$	28,896		$	(924,464	)

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

CYBER ENVIRO-TECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(Unaudited)

	2025			2024
Cash flows from operating activities:
Net loss	$	(12,~~148~~131,~~081~~372	)	$	(12,~~120~~020,~~172~~521	)
Adjustments to reconcile net loss to net cash from operating activities:
Change in fair value of derivatives		~~202~~141,~~710~~392			~~(24~~18,~~516~~380	)
Loss on issuance of derivatives		17,676			—
Change in fair value of contingent liability		(25,000	)		—
Gain on extinguishment of derivative liability		(351,971	)		(79,564	)
Loss on issuance of derivatives		75,214			109,043
Stock compensation		47,500			—
Gain on extinguishment of derivative liability		(362,572	)		(264,539	)
Warrants issued for services		28,987			—
Stock compensation		74,643			559,153
Amortization of debt discount		228,449			74,010
Shares issued for exercised warrants		28,987			—
Depreciation and amortization expense		1,965			28,213
Amortization of debt discount		288,555			166,064
Depreciation and amortization expense		5,126			56,425
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(4879,~~574~~227	)		~~340~~104,~~455~~121
Contingent liability		(65,000	)		—
Accounts payable		214,556			104,990
Accounts payable		(34,215	)		83,743
Accrued interest		99,841			99,614
Accounts payable - related parties		23,275			74,653
Contingent liabilities		(100,000	)		—
Accrued interest		76,416			68,225
Net cash from operating activities from continuing operations		(1,769,857	)		(1,067,270	)
Net cash from operating activities from continuing operations		(1,020,863	)		(554,953	)
Cash flows from investing activities:
Purchase of property and equipment		(87491,~~350~~950	)		(66241,~~342~~038	)
Issuance of loan receivable		(530,000	)		(90,000	)
Net cash from investing activities from continuing operations		(92521,~~350~~950	)		(~~156~~331,~~342~~038	)
Cash flows from financing activities:
Repayment of convertible notes payable		(~~104~~115,~~338~~263	)		(60169,~~000~~250	)
Proceeds from convertible notes payable		~~922~~2,~~500~~378,000			~~870~~1,318,000
Proceeds from notes payable		~~400,000~~—			90130,000
Repayment of notes payable		(68,500	)		(3,000	)
Shares issued for cash		200,000			50,000
Net cash from financing activities from continuing operations		1,149,662			897,000
Shares issued for interest		—			78,579
Net change in cash and cash equivalents from continuing operations		36,449			185,705
Repayment of notes payable		(110,061	)		—
Net cash from financing activities from continuing operations		2,352,676			1,407,329
Net change in cash and cash equivalents from continuing operations		60,869			9,021
Cash flow from discontinued operations:
Net cash from operating activities from discontinued operations		212,~~616~~134			~~(124~~36,~~162~~589	)
Net cash from investing activities from discontinued operations		—			(92186,~~462~~893	)
Net cash from financing activities from discontinued operations		—			—
Net change in cash and cash equivalents from discontinued operations		212,~~616~~134			(~~216~~150,~~624~~304	)
Cash and cash equivalents at beginning of year		59,411			239,417
Cash and cash equivalents at end of period	$	98132,~~476~~414		$	~~208~~98,~~498~~134
Cash paid during the period for:
Interest	$	—18,780		$	—41,982
Income taxes	$	—		$	—
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Shares issued for conversion of convertible notes payable and accrued interest	$	~~961~~1,~~193~~405,537		$	1,~~055~~140,~~938~~153
Shares issued for settlement of contingent liability		195,000			—
Recognition of debt discount		268,215			—
Recognition of derivative liability on note issuance		275,215			—

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

CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL ~~STATEMENTSFOR~~STATEMENTS FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024~~(Unaudited)~~

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Cyber Enviro-Tech, Inc. (“CETI” or the “Company”) is a publicly held water science technology company that designs water purification solutions for commercial applications and industries with an initial emphasis on the oil & gas industry. The corporate headquarters are located in Scottsdale, Arizona.

On September 3, 2020, Synergy Management Group, LLC (“Synergy”) and Global Environmental Technologies, Inc (“Global”), which was formed on April 20, 2020, entered into a securities purchase agreement, whereby Synergy sold its share of Special 2020 Series A preferred stock and its one-half share of Series C preferred stock to Global for $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 were to be awarded contingent upon the effectiveness of a S-1 Registration which occurred in January 2023. These shares were issued in 2023.

In February 2025, CETI formed a wholly-owned Turkish subsidiary, Cyber International Ltd, with an office in Istanbul. In June 2025, CETI formed a wholly-owned UAE subsidiary, CETI International Environmental Solutions Inc, with an office in Dubai. There are no operations yet in ~~this~~these ~~entity~~entities ~~yet~~ but itthey ~~was~~were formed to enable ~~CETI~~ CETI to effectively manage its international contacts.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

The unaudited consolidated financial statements and related disclosures as of ~~March~~June 3130, 2025, ~~are unaudited,~~ pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In managements’ opinion, these unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2024, and 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 14, 2025. The results of operations for the ~~three~~six months ended June ~~March 31~~30, 2025, are not necessarily indicative of the results to be expected for the full year ended December 31, 2025.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of CETI and CETI Axenic, Inc (“Axenic”). Axenic is a majority owned subsidiary of CETI. All significant intercompany balances and transactions have been eliminated.

Use of estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition

The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” (“Topic 606”). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.

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

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at ~~March~~June 3130, 2025 and December 31, 2024.

Property and Equipment

Property and equipment is recorded at cost. Cost of improvements that substantially extend the useful lives of the assets are capitalized. These costs are depreciated starting when the asset is put into service and is depreciated on a straight-line basis over its estimated useful life. Maintenance and repair costs are expensed when incurred. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts.

Discontinued Operations

A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the ~~Consolidated~~unaudited Consolidated Statements of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the ~~Consolidated~~unaudited Consolidated Balance Sheets, including the comparative prior year period. The Company is in the process of spinning off its oil field operations known as the Alvey oil field (Alvey). Alvey’s cash flows are reflected as cash flows from discontinued operations within the Company’s unaudited Consolidated Statements of Cash Flows for each period presented.

Amounts presented in discontinued operations have been derived from the Company’s unaudited consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of Alvey. The discontinued operations exclude general corporate allocations.

~~Note~~Loan Receivable

CETI provided two Short-Term Capital Bridge Loans totaling $190,000 to Sedar Gurel, Founder and CEO of DELTA Cervresel Solusyonlari ve Makinalar A.S. a Turkish Corporation ("DELTA"). The notes are currently due and had been accruing simple interest at 6% per annum. DETLA is a significant partner in CETI’s overseas operations and the Company does not have any concern about the collectability of this note. During the first ~~quarter~~six months of 2025, aloans ~~separate~~ of $530,000 were ~~loan was~~ made to ~~Donald Goree of~~ Texas Coastal Services payable in six months at simple interest rate of 69% per annum. This accounts for the $~~195~~220,000 and $190,000 of notes receivable for ~~March~~June 3130, 2025 and December 31, 2024, respectively.

Impairment of Long-Lived Assets

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

Intangible Assets

The Company recognizes intangible assets in accordance with ASC 350 which deals with accounting for indefinite-lived intangible assets other than goodwill. Intangible assets are defined as identifiable non-monetary assets without physical substance, acquired through purchase, internally generated, or acquired as part of a business combination, which provide future economic benefits and are under the control of the Company.

Intangible assets with finite useful lives are amortized over their estimated useful lives on a straight-line basis, unless another systematic and rational method better represents the consumption of the economic benefits. Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually or more frequently if there are indications of impairment.

The Company reviews intangible assets for indicators of impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized if the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Any impairment loss is recognized in the unaudited consolidated statements of operations. Upon impairment, the carrying amount of the intangible asset is reduced to its recoverable amount.

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Accounting for Majority-Owned Subsidiary

The Company consolidates the financial statements of majority-owned subsidiaries in accordance with U.S. GAAP. A subsidiary is classified as majority-owned when the Company owns more than 50% of its voting shares, giving it control over the subsidiary's operations and financial policies.

In the unaudited consolidated financial statements, all intercompany transactions, balances, and unrealized gains and losses on transactions between the Company and its subsidiaries have been eliminated. The financial position, results of operations, and cash flows of each majority-owned subsidiary are fully consolidated with the portion attributable to non-controlling interests presented as a separate line item in the equity section of the unaudited consolidated balance sheets and as a separate component of net income in the ~~consolidated~~unaudited consolidated statements of operations. However, for the ~~three-~~six month period ended ~~March~~June 3130, 2024, no non-controlling interests are presented in the ~~consolidated~~unaudited consolidated financial statements since there was no subsidiary in operation at that time.

Non-controlling interests represent the portion of equity in subsidiaries that is not attributable, directly or indirectly, to the Company.

Stock-based Compensation

The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) ASC 718, “Share Based Payment”, in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date. During the three months and six months ended ~~March~~June 3130, 2025 and 2024, the Company ~~recorded~~ recorded $~~181~~126,~~288~~513 and $356,796 and $279,577 and $625,254 in stock-based compensation expense, respectively.

Fair Value of Financial Instruments

The Company adopted ASC 820, “Fair Value Measurements.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked to market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited consolidated statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of ~~March~~June 3130, 2025:

Schedule of derivative liability

Description

Level 1

Level 2

Level 3

Total

Derivative

—

~~330~~441,~~653~~273

Total

—

~~330~~441,~~653~~273

The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2024:


Description		Level 1		Level 2		Level 3		Total
	Derivative	$	—	$	—	$	387,238	$	387,238
	Total	$	—	$	—	$	387,238	$	387,238

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expect to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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

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

Net income (loss) per common share

Under the provisions of ASC 260, “Earnings per Share”, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The following potential common shares were excluded from the calculation of diluted net income (loss) per share available to common stockholders because their effect would have been antidilutive:

Schedule of diluted net income (loss) per share available to common stockholders
	Three months ended March 31,
	Six months ended June 30,
	2025		2024
Warrants		42,950,000		3,750,000
Stock options		1,000,000		1,000,000
Common stock to be issued		54,~~855~~790,~~261~~853		103,~~490~~716,~~354~~623
Convertible notes payable		1440,~~550~~154,~~875~~230		2122,~~419~~944,~~318~~477
Preferred stock		50,012,000		50,012,000
Total		7698,~~368~~907,~~136~~083		8681,~~671~~423,~~672~~100

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~~ its risk by depositing its cash and cash equivalents with major financial institutions.

Segment Reporting

The Company has determined that it has one reportable segment, which includes industrial water remediation. The single segment was identified based on how the Chief Operating Decision Maker, who was determined to be the Chief Executive Officer, manages and evaluates performance and allocates resources.

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, enhancing segment expense transparency. The update requires public entities to disclose significant segment expenses regularly provided to the chief operating decision maker and extends certain annual segment disclosures to interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with interim period application required starting after December 15, 2024, and early adoption permitted. The Company adopted this guidance as of January 1, 2024 and it is not expected to have a material impact.

Advertising Costs

Advertising costs are accounted for in accordance with ASC 720-35, Advertising Costs, which requires that such costs be expensed as incurred unless they meet the criteria for capitalization. Prepaid advertising costs may be recorded as assets if payment is made in advance of the advertisement and the benefit is expected to be realized in a future period.

The Company had $0no ~~and $50,000 of~~ prepaid advertising as of the three months ending ~~March~~June 3130, 2025 and 2024, respectively. Advertising expense was $16,554 and $55,394 and $22,554 and $105,394 for the three and six months ending ~~March 31~~June 30, 2025 and 2024, respectively.

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the unaudited consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

NOTE 3 – GOING CONCERN

The Company’s unaudited consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company does not yet have sufficient revenue to cover its operating expenses., investment in equipment and other obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with increased revenue and private placement loans or institutional investors. However, the Company is in the process of filing an S-1 to give it the ability to raise funds through sale of stock. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations.

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

NOTE 4 – COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. ~~In April 2025, the Company received notice of litigation regarding its potential purchase of a~~ salt water disposal facility in 2024 that it decided not to pursue. The outcome of this litigation is undetermined at this time but the Company believes that its counterclaims will exceed whatever the plaintiff is asking for therefore no accrual has been made as of March 31, 2025.

In ~~December~~April ~~2021~~2025, the Company ~~entered~~received ~~into~~notice ~~an agreement to operate the wells on the Alvey Oil Field. Under this agreement, the Company owes a contingent amount based upon 18.75%~~ of ~~the~~litigation ~~Working~~regarding ~~Interest~~its ~~less~~potential ~~any~~purchase ~~rework and production costs to the Estate~~ of ~~Danny~~a ~~Hyde~~salt ~~(“EDH)~~water ~~the~~disposal ~~former~~facility ~~owner~~in of2024 ~~the~~that ~~operator of record for the Alvey Oil Field. The rework costs incurred by the Company to date have been over $1 million so~~ it isdecided not ~~anticipated any contingent payments will be made~~ to ~~EDH in 2025~~pursue. InThe ~~addition,~~outcome ~~the Company owes 20%~~ of ~~gross sales less severance tax to the landowners.~~ Atthis ~~the~~litigation ~~same~~is ~~time~~undetermined ofat this ~~agreement,~~time but the Company ~~purchased~~believes ~~$450,000~~that ofits ~~equipment~~counterclaims ~~from~~will ~~the~~exceed ~~entity~~whatever ~~formerly~~the ~~owned~~plaintiff byis ~~Danny~~asking for ~~Hyde.~~therefore ~~The~~no ~~Company is~~accrual ~~still~~has ~~evaluating~~been ~~the~~made ~~allocation~~as of ~~that~~June ~~purchase~~30, ~~price to various assets acquired and potential liabilities assumed~~2025. ~~The final allocation may be different than the current presentation.~~

In ~~February~~December ~~2022~~2021, ~~and~~the ~~February~~Company ~~2023, CETI~~ entered into an ~~agreements~~agreement ~~with~~to ~~two~~operate ~~different~~the ~~investors~~wells ~~offering~~on ~~them~~the aAlvey ~~stock~~Oil ~~guarantee~~Field. onUnder ~~share~~this ~~price~~agreement, ~~within~~the Company owes a ~~three-year~~contingent ~~period~~amount ~~of time~~based upon 18.75% of ~~The~~the ~~first~~Working ~~investor’s~~Interest ~~shares~~less inany ~~February~~rework ~~2022,~~and ~~came~~production ~~due~~costs into ~~February~~the ~~2025~~Estate ~~and~~of ~~CETI~~Danny ~~entered~~Hyde ~~into~~(“EDH) anthe ~~agreement~~former toowner ~~pay~~of ~~cash~~the operator ~~and~~of ~~shares~~record tofor ~~satisfy~~the ~~that~~Alvey ~~guarantee~~Oil Field. ~~For~~The ~~the~~rework ~~second~~costs ~~investor,~~incurred by the Company ~~accrued~~to adate ~~liability~~have asbeen ofover ~~March~~$1 ~~31,~~million ~~2025~~so ~~and~~it ~~December~~is ~~31,~~not anticipated ~~2024~~any ~~for~~contingent ~~the~~payments ~~difference~~will ~~between~~be ~~the~~made ~~share~~to ~~price~~EDH onin ~~those~~2025. ~~dates~~In ~~and~~addition, the ~~guaranteed~~Company ~~share~~owes ~~price.~~20% ~~The~~of ~~guarantees~~gross ~~are~~sales ~~presented~~less ~~as Contingent~~severance ~~liabilities~~tax ofto ~~$177,500 and~~the ~~$437,500~~landowners. atAt ~~March~~the ~~31,~~same ~~2025~~time ~~and~~of ~~December~~this 31agreement, ~~2024~~the Company purchased $450,000 ~~respectively.~~of Noequipment ~~provision~~from ~~was~~the ~~made~~entity informerly ~~prior~~owned ~~years~~by Danny Hyde.

OnIn ~~December~~February 9,2022 ~~2024~~and February 2023, CETI entered into anagreements ~~agreement~~ with atwo ~~company~~different toinvestors ~~provide~~offering ~~consulting~~them ~~services~~a tostock ~~obtain~~guarantee ~~funding~~on ofshare atprice ~~least~~within ~~$25~~a ~~million~~three-year orperiod ~~more~~of totime. ~~fund~~The ~~CETI~~first investor’s ~~projects~~shares in ~~the~~February ~~Middle East.~~2022, ~~The~~came ~~compensation~~due ~~under~~in ~~this~~February 2025 and CETI entered into an agreement ~~was~~to ~~$65,000~~pay ~~plus~~cash ~~0.5%~~and ofshares ~~any~~to ~~monies~~satisfy that ~~raised~~guarantee. AsFor the second investor, the Company accrued a liability as of ~~May~~June 1530, 2025, noand ~~money~~December ~~has~~31, ~~been~~2024 ~~raised~~for ~~but~~the difference itbetween isthe ~~anticipated~~share ~~these~~price ~~monies~~on ~~will~~those bedates ~~raised~~and ~~during~~ the ~~second~~guaranteed ~~Quarter~~share price. The guarantees are presented as Contingent liabilities of $117,500 and $437,500 at June 30, 2025 and December 31, 2024, respectively. No provision was made in prior years.

On December 219, 2024, CETI entered into aan ~~Financial Consulting~~agreement ~~Engagement~~with ~~Agreement~~a ~~(FCEA)~~company to provide consulting services ~~and~~to ~~identify~~obtain ~~potential~~funding ~~sources~~ of ~~private~~at ~~and/or~~least ~~public~~$25 ~~financing~~million ofor upmore to 50fund ~~million~~CETI’s projects in ~~British~~the ~~pound~~Middle ~~sterling~~East. The ~~retainer~~compensation ~~fee~~under this agreement was $3565,000 ~~and~~plus ~~the success fee is~~ 0.5% of ~~the~~any ~~total~~monies ~~money~~ raised~~, payable at 1% per year for five years~~. As of ~~May~~August 1514, 2025, no money has been raised but it is anticipated these monies will be raised ~~during~~prior to the ~~second~~ ~~Quarter~~end of ~~2025~~the current fiscal year although no assurance can be given.

On December 21, 2024, CETI entered into a Financial Consulting Engagement Agreement (FCEA) to provide consulting services and identify potential sources of private and/or public financing of up to 50 million in British pound sterling. The retainer fee was $35,000 and the success fee is 5% of the total money raised, payable at 1% per year for five years. As of August 14, 2025, no money has been raised but it is anticipated these monies will be raised prior to the end of the current fiscal year although no assurance can be given.

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

NOTE 5 – PROPERTY AND EQUIPMENT

As of ~~March~~June 3130, 2025 and December 31, 2024, property and equipment consisted of the following:

Schedule of property and equipment
	March 31, 2025			December 31, 2024		Useful Lives
	June 30, 2025			December 31, 2024		Useful Lives
Equipment	$	~~857~~1,~~910~~418,160		$	770,560	5 to 20 years
Vehicles		6,000			6,000	5 to 15 years
Less accumulated depreciation		(15,~~965~~126	)		—	—
Property and equipment, net	$	~~861~~1,~~945~~419,034		$	776,560	—

There was $13,~~965~~162 and $5,126 of depreciation expense recorded as of ~~March~~three 31and six months ending June 30, 2025. No depreciation expense was taken as of December 31, 2024.

NOTE 6 – INTANGIBLE ASSETS

~~The intangible assets consist of exclusive licenses for United States distribution obtained by the Company from KAM Biotechnology Ltd (“KAM”)~~ in May 2023 and the agreement has a term of ten years. The asset is stated at the fair value of $758,501, less amortization from May to December of $50,567, for a net of $707,934. In October 2023, CETI signed an additional agreement with KAM for secured worldwide rights to most the licenses over a ten-year period of time and outright purchase of one license. CETI gave KAM 1,000,000 shares of common stock which were valued at $0.37/share at the date of the transaction for a total of $370,000, less amortization from October to December of $7,708, for a net of $362,292. This, combined with the initial license acquisition, resulted in a total Intangible assets net balance of $1,070,226 as of December 31, 2023. For the year ending December 31, 2024, there was a total amortization of intangible assets of $112,850 resulting in net tangible asset balance of $957,377 at December 31, 2024. However, during 2024, KAM was declared insolvent. While intellectual property acquired by the Company still has value to CETI, it was decided to take the conservative approach and write off the rest of the value of $957,377 as of December 31, 2024. As such, there isare no intangible assets recorded as of ~~March~~June 3130, 2025 and December 31, 2024.

NOTE 7 – DEBT

Schedule of debt
	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Notes payable	$	~~320~~78,~~209~~000		$	188,061
Note payable – related party		153,989			153,989
Convertible notes payable		23,~~591~~667,~~277~~451			2,262,263
Convertible notes payable – related party		22,000			22,000
		3,087,475			2,626,313
		3,921,440			2,626,313
Debt discount		(~~185~~270,~~958~~452	)		(327,056	)
		2,901,517			2,299,257
		3,650,988			2,299,257
Less current portion		1,~~462~~288,~~786~~058			1,171,636
Long term portion	$	12,~~438~~362,~~731~~930		$	1,127,621

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~~ 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, 2024, the Company had repaid $106,500 leaving a balance of $343,500 which is included in the liabilities of discontinued operations. The remaining amount due was to be paid in installments. However, no further payments have been made as the parties are discussing the amount due the Company for operational expenses which exceed the amount the Company owes to the Estate of Danny Hyde, the creditor. No resolution has been determined as of ~~March~~June 3130, 2025.

InCYBER ~~December 2023~~ENVIRO-TECH, ~~the Company borrowed $100,000 from an individual with $90,000 and $100,000 outstanding as of March 31, 2025 and December 31, 2024, respectively~~INC. ~~This~~NOTES ~~loan~~TO ~~does~~UNAUDITED ~~not~~CONSOLIDATED ~~have~~FINANCIAL anSTATEMENTS ~~expiration~~FOR ~~date~~THE ~~and~~SIX ~~accrues interest~~MONTHS atENDED ~~$250 day,~~JUNE ~~of which $50 will be paid in cash and $200 in stock at $0.15 a share~~30, ~~when paid plus an additional $7,500 in cash. Accrued interest was $16,125 and $20,625 at March 31,~~ 2025 ~~and~~AND ~~December 31,~~ 2024~~, respectively.~~

In ~~September~~December 2023, ~~a related party issued a loan to~~ the Company ~~for~~borrowed ~~a total amount of~~ $~~153~~100,~~989.~~000 from ~~The~~an ~~net~~individual ~~after~~with ~~discount was~~ $~~148~~78,~~716~~ 000 and $~~145~~100,~~712 at~~000 ~~March~~outstanding 31as of June 30, 2025 and December 31, 2024, respectively,. ~~with~~This aloan ~~discount~~does ofnot ~~$5,274~~have an expiration date and ~~$8,277~~ accrues interest at ~~March~~$250 31day, ~~2025~~of ~~and~~which ~~December~~$50 ~~31,~~will ~~2024,~~be ~~respectively.~~paid ~~The~~in ~~loan~~cash ~~incurs~~and ~~interest~~$200 in stock at 12$0.~~5% and~~20 isa ~~due~~share, inwhen ~~September~~paid ofplus an ~~2025~~additional $7,500 in cash. Accrued interest was $325,~~792~~175 and $516,~~687~~125 at ~~March~~June 3130, 2025 and December 31, 2024, respectively.

In ~~March~~September ~~2024~~2023, ~~the~~a ~~Company~~related ~~had~~party ~~two~~issued ~~loans~~a ~~payable~~loan to anthe ~~individual~~Company for a total amount of $153,989. ~~One~~The ~~loan~~net after discount was ~~paid~~$151,752 ~~off~~and in$145,712 at June 30, 2025 and December 31, 2024, ~~and~~respectively, with ~~the~~a ~~other~~discount of $402,~~000~~237 ~~was~~and ~~still~~$8,277 ~~due~~ at ~~December~~June 3130, ~~2024~~2025 and ~~paid~~December ~~off~~31, in2024, ~~January 2025~~respectively. ~~Each~~The loan ~~accrued~~incurs interest at ~~$125~~12.5% ~~a day,~~ and ~~$10,000~~is ~~and~~due in ~~$6,500~~September of 2025. Accrued interest was ~~paid~~$0 asand of$5,687 ~~March~~at 31June 30, 2025 and December 31, 2024, respectively.

In March ~~February 2025~~2024, anthe ~~investor~~Company ~~made~~had atwo ~~short-term~~loans ~~loan~~ payable to an individual. One loan was paid off in December 2024 and the ~~Company~~other ~~for~~of $~~200~~40,000 was still due at December 31, 2024 snd the principal was paid off in January 2025. ~~The~~Each loan isaccrued ~~non-~~interest ~~bearing~~at $125 a day, and ~~due~~$27,000 ~~within~~and ~~four~~$6,500 ~~months~~of interest was paid as of June 30, 2025 and December 31, 2024, respectively.

AtIn ~~March~~February 312025, ~~2025~~an ~~and~~investor ~~December~~made ~~31,~~a ~~2024,~~short-term loan to the Company ~~had~~ ~~drawn~~for ~~down~~ $30200,~~209~~000. ~~and~~The ~~$48,061,~~loan ~~respectively,~~is ~~against~~non-interest abearing ~~line~~and ofdue ~~credit~~within ~~that~~four ~~provides~~months. aIn ~~maximum~~the ~~borrowings~~Second ~~of $55~~Quarter,~~000,~~ ~~and~~the ~~incurs~~investor ~~interest~~decided atto 5convert the entire loan into stock.~~99%.~~

At June 30, 2025 and December 31, 2024, the Company had drawn down $0 and $48,061, respectively, against a line of credit that provides a maximum borrowings of $55,000, and incurs interest at 5.99%.

Convertible notes payable

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 per share. In 2023, $3,000 of this note was converted into 3,000,000 shares of common stock. The note matured on September 23, 2020 and is in default.

During the year ended December 31, 2022, the Company received $1,461,000 from the issuance of thirty-two separate convertible notes payable. During 2023, $1,075,000 worth of notes payable were converted into common stock and $311,000 were repaid in cash. The remaining $75,000 worth of notes payable bore interest at 8% and were convertible into common stock at a range of $0.10 to $0.25 a share. These notes had a two-year maturity date when issued, and were converted into shares of common stock in Q3 of 2024.

During the year ended December 31, 2023, the Company raised a net of $3,971,500 in convertible notes payable. The terms were the same as the convertible notes payable issued in December 2022, with the exception of three notes, one for $69,250 incurred in January 2023 and paid off in July 2023, the second for $90,000 incurred in September 2023 and the third for $79,250 incurred in December 2023. Each of these three notes bears interest at 8% and the second and third note were payable at maturity of September 25, 2024 and December 29, 2024, respectively. The second note was convertible into common stock at issuer’s option beginning March 20, 2024 at a 35% discount off of the lowest price for the ten preceding trading days. On March 21, 2024, CETI paid $60,000 towards this loan and the remainder in April 2024. The third note had the same terms with the issuer’s option starting June 25, 2024 and was paid off in June 2024 .

During 2024, the Company raised a net of $2,582,650 in convertible notes payable. The terms were the same as the convertible notes payable issued in 2023 with the exception of eight notes – six for a total of $750,000 and two for a total of $173,650. For the notes totaling $750,000, $150,000 of these notes bear interest at 10% and were payable at maturity of September 2024. The notes are convertible into common stock at issuer’s option beginning thirty days after issuance at $0.35 share. In addition, a total of 150,000 common shares were issued in April 2024 as additional loan incentive. For $300,000 of these notes, the interest rate was 9% with varying maturities in 2026 plus a total of 300,000 warrants priced at $0.80/share. The remaining $300,000 of these notes were at 10% interest with varying maturities in 2025 and 2026. For the notes totaling $173,650, these notes bear interest at 8% and are paid back in installments which began on October 30, 2024 and December 30, 2024, respectively. The first note was paid off in February 2025 and the second note had one payment remaining for $12,236 as ~~of March 31, 2025 and~~ was paid off in April 2025. Both notes had an option beginning six months after issuance to be converted ~~into~~ into common stock at a 35% discount off of the lowest price for the ten preceding trading days. The total convertible notes payable, net were $23,~~410~~399,~~592~~236 and $1,943,484 as of ~~March~~June 3130, 2025 and December 31, 2024, respectively .

During 2024, the Company converted $3,673,037 of convertible notes payable, and accrued interest, into 28,170,065 shares of common stock. As of December 31, 2024, 1,954,250 common shares remain unissued. Also, as of December 31, 2024, $2,262,263 worth of convertible notes payable remain outstanding consisting of short-term convertible notes payable of $815,863 (net of discount of $24,400) and long-term convertible notes payable of $1,127,621 (net of discount of $294,379).

During the first ~~quarter~~six months of 2025, the ~~Company~~ Company raised $~~940~~2,~~500~~378,000 in convertible notes payable. All but ~~one~~two of these notes bear interest at 8% per annum and are convertible into ~~common~~ common stock at prices which vary between $0.2015 and $0.50 a share within the next two years. ~~One~~For the two notes, one note is for $93,150 and the second is for $151,800. itBoth ~~bears~~bear interest at 8% and isare payable in installments beginning in July 2025. ~~This~~and ~~note~~November ~~has~~2025, respectively. These notes have an option beginning six months after issuance to be converted into common stock at a 35% discount off of the lowest price for the ten preceding trading days.

All notes payable and convertible notes payable are unsecured.

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS

Embedded derivatives

The Company’s convertible notes payable gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of ~~March~~June 3130, 2025 and December 31, 2024 and the amounts that were reflected in income related to derivatives for the period ended:

Schedule of derivative liabilities
	March 31, 2025
	June 30, 2025
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		1,~~849~~964,~~420~~023	$	~~330~~441,~~653~~273
Total		1,~~849~~964,~~420~~023	$	~~330~~441,~~653~~273


	December 31, 2024
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		2,791,924	$	387,238
Total		2,791,924	$	387,238

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 ~~March~~June 3130, 2025 and 2024:

Schedule of changes in gain loss fair values of the derivative financial instruments
	For the Three Months Ended						For the Six Months Ended
	March 31, 2025			March 31, 2024
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Embedded derivatives	$	~~(202~~61,~~710~~318	)	$	24(42,~~516~~896	)	$	(141,392	)	$	(18,380	)
Loss on issuance of derivative		(1757,~~676~~538	)		—(109,043	)		(75,214	)		(109,043	)
Total gain (loss)	$	(220,386	)	$	24,516
Gain on extinguishment of derivative liability		10,601			184,875			362,572			264,539
Total gain (loss)	$	14,381		$	32,936		$	145,966		$	137,116

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, a valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulation Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.

Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

Schedule of embedded derivatives
	Inception Date			Inception Date
	Inception Date October 10, 2024 Note			Inception Date January 3, 2025 Note			Inception Date June 10, 2025 Note			Period Ended June 30, 2025
	April 26, 2024 Note			June 21, 2024 Note
Quoted market price on valuation date	$	0.231		$	0.240		$	0.463		$	0.330
Quoted market price on valuation date	$	0.193		$	0.30
Effective contractual conversion rates	$	0.200		$	0.1495		$	0.267		$	0.1983-0.2275
Effective contractual conversion rates	$	0.104		$	0.176
Contractual term to maturity		2 year			0.87 year			0.87 Years			0.79-1.28 Years
Contractual term to maturity		1 year			1 year
Market volatility:
Market volatility:
Volatility		177.44-452.93	%		116.47-291.91	%		148.93-297.07	%		157.88-298.97	%
Volatility		213.68%-298.84	%		239.77%-465.49	%
Risk-adjusted interest rate		9.00	%		12.00	%		12	%		9-12	%
Risk-adjusted interest rate		5.31	%		5.20	%

	Inception Date			Inception Date			Year Ended
	October 10, 2024 Note			November 7, 2024 Note			December 31, 2024
Quoted market price on valuation date	$	0.231		$	0.253		$	0.23
Effective contractual conversion rates	$	0.200		$	0.200			0.1495- 0.20
Contractual term to maturity		2 years			3 years			0.16 – 2.85 years
Market volatility:
Volatility		177.44%-452.93	%		179.09%-453.59	%		117.27%-433.33%
Risk-adjusted interest rate		9	%		9	%		9-12%

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

	Inception Date			Period Ended
	January 3, 2025 Note			March 31, 2025
Quoted market price on valuation date	$	0.24		$	0.253
Effective contractual conversion rates	$	0.15		$	0.200
Contractual term to maturity		0.87 years			3 years
Market volatility:
Volatility		116.47%-291.91	%		179.09%-453.59	%
Risk-adjusted interest rate		12	%		9	%

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of June 30, 2025 and December 31, 2024.

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of March 31, 2025 and December 31, 2024.

Schedule of fair value assumptions
	Period Ended June 30, 2025			Year Ended December 31, 2024
Balances at beginning of period	$	387,238		$	217,177
Issuances:
Embedded derivatives		275,213			595,722
Gain on extinguishment of derivative liability		(362,572	)		(264,539	)
Changes in fair value inputs and assumptions reflected in income		141,394			(161,122	)
Balances at end of period	$	441,273		$	387,238

Schedule of fair value assumptions
	Period Ended March 31, 2025			Year Ended December 31, 2024
Balances at beginning of period	$	387,238		$	217,177
Issuances:
Embedded derivatives		92,676			595,722
Gain on extinguishment of derivative liability		(351,971	)		(264,539	)
Changes in fair value inputs and assumptions reflected in income		202,710			(161,122	)
Balances at end of period	$	330,653		$	387,238

NOTE 9 – RELATED PARTY TRANSACTIONS

At ~~March~~June 3130, 2025 and December 31, 2024, the Company had a convertible note payable for $22,000 with a related party. The note is unsecured, non-interest bearing and is convertible into shares of common stock at $0.001 and currently due at noteholder’s discretion.

At ~~March~~June 3130, 2025 and December 31, 2024, the Company had accounts payable to various related parties for a total of $~~175~~133,~~483~~ 690 and $ 137,690, respectively.

In September 2023, a related party loaned $153,989 to CETI. The loan is due in two years and has interest only payments at 12.5%. The first six months interest plus closing costs were paid at time of closing. The closing costs and interest are being amortized over a six month and twenty-four -month period of time, respectively. This resulted in expenses of $36,~~003~~ 040 and $15,638 and a net balance of $~~148~~151,~~716~~752 (discount $52,~~274~~237) and $145,712 (discount $8,277) at ~~March 31~~June 30, 2025 and December 31, 2024, respectively.

During periods ended ~~March~~June 3130, 2025 and 2024, the ~~Company~~ Company paid various related parties for consulting services in the amounts of $~~127~~229,~~875~~900 and $106,250, respectively. For the periods ended ~~March~~ 31June 30, 2025 and 2024, $0 and $15,000, respectively, of the consulting fees were capitalized in property and equipment under well development costs.

The above transactions and amounts are not necessarily what third parties would have agreed to.

NOTE 10 – PREFERRED STOCK

Series A Convertible Preferred Stock

The Company previously designated 200,000 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.

During 2023, the Company changed the terms of this series of stock whereby one (1) share of Series A Convertible Preferred, after a minimum two-year holding period, can be converted into three thousand (3,000) shares of the Company’s common stock and has the same equivalent voting rights. In October 2023, the three top shareholders cancelled 50,000,000 common shares of stock and were issued 16,667 shares of Series A Convertible Preferred Stock. As of ~~March~~ 31June 30, 2025 and December 31, 2024, there are 16,671 shares 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 ~~March~~June 3130, 2025 and December 31, 2024, there is one 1 share of Series B Convertible Stock issued an outstanding.

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

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 ~~March~~June 3130, 2025 and December 31, 2024, there is one-half 0.5 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 ~~March~~June 3130, 2025 and December 31, 2024, there is 1 share of Special 2020 Series A Preferred issued and 1 outstanding.

NOTE 11 – STOCK OPTIONS AND WARRANTS

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 had a term of three years. The grant date fair value was $55,966. The Company recorded compensation expense in the amount of $18,318 for December 31, 2022 and, as of that date, there was $37,648 of total unrecognized compensation cost related to non-vested portion of options granted. In addition, there were 200,000 options outstanding, of which 100,000 and 50,000 were exercisable as December 31, 2022 with a weighted average remaining term of 1.31 years.

On June 3, 2023, the Company canceled the consultant’s 200,000 Options, of which 150,000 vested as of the cancellation date. On the same date, the Company agreed to issue 1,000,000 replacement options with a vesting date of June 3, 2023. The Company interpreted this as a concurrent replacement award and, as such, accounted for it as a modification.

The following table summarizes the accounting effects of the modification:

Schedule of accounting effects
	June 3, 2023 Replacement Award
Fair value of new award	$	60,472
Fair value of original award on modification date	$	1,377
Incremental cost	$	59,095
Unrecognized grant-date fair value of original award on modification date	$	37,647
Cost to be recognized after modification	$	96,742
Recognition Period		24 months

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


Quoted market price on valuation date	$	0.3480
Exercise price	$	0.3600
Expected life (in years)		1.50 Years

Equivalent volatility		32.88	%
Interest rates		4.50	%

~~Stock option activity for the three months ended March 31, 2025 and the year ended December 31, 2024 summarized as follows:~~14

Schedule of stock option activity
		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
	Options outstanding December 31, 2023		1,000,000		0.3600		2.42
	Issued		—		—		—
	Exercised		—		—		—
	Cancelled		—		—		—
	Options outstanding December 31, 2024		1,000,000		0.3600		1.42
	Options exercisable December 31, 2024		1,000,000	$	0.3600		1.42
	Issued		—		—		—
	Exercised		—		—		—
	Cancelled		—		—		—
	Options outstanding March 31, 2025		1,000,000		0.3600		1.42
	Options exercisable March 31, 2025		1,000,000	$	0.3600		1.42

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Stock option activity for the six months ended June 30, 2025 and the year ended December 31, 2024 summarized as follows:

Schedule of stock option activity
		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
	Options outstanding December 31, 2023		1,000,000	$	0.3600		2.42
	Issued		—		—		—
	Exercised		—		—		—
	Cancelled		—		—		—
	Options outstanding December 31, 2024		1,000,000		0.3600		1.42
	Options exercisable December 31, 2024		1,000,000	$	0.3600		1.42
	Issued		—		—		—
	Exercised		—		—		—
	Cancelled		—		—		—
	Options outstanding June 30, 2025		1,000,000		0.3600		0.93
	Options exercisable June 30, 2025		1,000,000	$	0.3600		0.93

In connection with a different consulting agreement dated March 1, 2023, the Company initially agreed to pay 2,000,000 shares of common stock, along with a monthly consulting fee. This common stock was valued at $0.42 on the date of the agreement and was amortized equally over the six-month agreement. On July 1, 2023, the Company and consultant decided to amend the agreement so that the consultant would receive 3,250,000 warrants valued at $0.001 in replacement for the stock and extend the agreement until June 30, 2024. The agreement was amended again on September 15, 2023 resulting in an additional 500,000 warrants being issued and the agreement extended until September 15, 2024. This resulted in an additional $602,179 in consulting expenses which will be equally amortized over the following twelve months. The agreement was extended again on November 1, 2024 for another eight months with an additional 800,000 warrants being issued.

During the year ended December 31, 2024, the Company issued an aggregate 1,200,000 warrants in connection with convertible notes. No warrants were issued in the first ~~quarter~~six ofmonths ~~2025~~of 2025 but 2,000,000 warrants were exercised.

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

Schedule of assumptions
Quoted market price on valuation date	$	0.231 - 0.3100
Effective contractual strike price	$	0.0013 – 0.80
Market volatility		373% - 401%	%
Contractual term to maturity		2 years
Risk-adjusted interest rate		3.98% - 4.87%	%

Stock warrant activity for ~~three~~six months ended ~~March~~ 31June 30, 2025 and the year ended December 31, 2024 is summarized as follows:

Schedule of stock warrant activity
		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
	Warrants exercisable December 31, 2023		3,750,000	$	0.001		1.50
	Issued		1,200,000	$	0.267		2.00
	Exercised		—		—		—
	Expired		—		—		—
	Warrants outstanding December 31, 2024		4,950,000		0.070		0.82
	Warrants exercisable December 31, 2024		4,950,000	$	0.070		0.82
	Issued		—		—		—
	Exercised		(2,000,000)		—		—
	Expired		—		—		—
	Warrants outstanding March 31, 2025		2,950,000		0.070		0.82
	Warrants outstanding June 30, 2025		2,950,000		0.070		0.82
	Warrants exercisable March 31, 2025		2,950,000	$	0.070		0.82
	Warrants exercisable June 30, 2025		2,950,000	$	0.070		0.82

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

NOTE 12 – DISCONTINUED OPERATIONS

CETI is planning to spin-off the Alvey oil field operations into a new entity called ~~Phoenix~~Texas ~~Well~~Coastal ~~Development~~Energy ~~Inc~~ (~~PWD~~TCE). The shareholders of CETI will get a pro rata stock distribution of ~~PWD~~TCE common shares. A new investor group will run the operation.

Accordingly, the Company has categorized Alvey as discontinued operations in the unaudited consolidated financial statements.

The operating results for discontinued operations have been presented in the accompanying ~~consolidated~~unaudited consolidated statements of operations for the three and six months ended ~~March~~June 3130, 2025 and 2024 as discontinued operations and are summarized below:

Schedule of discontinued operations consolidated statement of operations
	Three Months Ended March 31,
	Three Months Ended June 30						Six Months Ended June 30,
	2025			2024			2025			2024
Total revenue	$	—10,477		$	~~9,208~~—		$	10,477		$	9,208
Total cost of revenue		—(2,641	)		~~2,725~~—			(2,641	)		(2,725	)
Gross profit		—			6,483
Gross margin		7,836			—			7,836			6,483
Operating expenses		81(125,~~274~~156	)		(18,295	)		(206,430	)		(36,589	)
Loss from operations		(81117,~~274~~320	)		(1118,~~812~~295	)		(198,594	)		(30,106	)
Other income (expenses)		—			—			—			—
Loss before tax expense		(81117,~~274~~320	)		(1118,~~812~~295	)		(198,594	)		(30,106	)
Tax expense		—			—			—			—
Loss from operations of discontinued operations	$	(81117,~~274~~320	)	$	(1118,~~812~~295	)	$	(198,594	)	$	(30,106	)

16The assets and liabilities of the discontinued operations at June 30, 2025 and December 31, 2024 are summarized below:

The assets and liabilities of the discontinued operations at March 31, 2025 and December 31, 2024 are summarized below:


	June 30, 2025		December 31, 2024
Property and equipment, net⁽¹⁾	$	1,987,673	$	2,019,415
Texas Railroad Commission bond⁽²⁾		62,537		62,537
Assets of discontinued operations, non-current		2,050,210		2,081,952
Total assets	$	2,050,210	$	2,081,952

Accounts payable	$	35,892	$	25,500
Accounts payable – related party		—		30,000
Notes payable, current maturities		343,500		343,500
Liabilities of discontinued operations, current		379,392		399,000
Estimated asset retirement obligation		97,463		97,463
Liabilities of discontinued operations, non-current		97,463		97,463
Total liabilities	$	476,855	$	496,463

Schedule of assets and liabilities of the discontinued operation
		March 31, 2025		December 31, 2024
Property and equipment, net(1)	$	2,002,946	$	2,019,415
Texas Railroad Commission bond(2)		62,537		62,537
Assets of discontinued operations, non-current		2,065,483		2,081,952
Total assets	$	2,065,483	$	2,081,952
Accounts payable	$	20,000	$	25,500
Accounts payable – related party		15,000		30,000
Notes payable, current maturities		343,500		343,500
Liabilities of discontinued operations, current		378,500		399,000
Estimated asset retirement obligation		97,463		97,463
Liabilities of discontinued operations, non-current		97,463		97,463
Total liabilities	$	475,963	$	496,463

(1) Property and equipment, net

Property and equipment, at cost, for the discontinued operations consisted of the following at ~~March~~June 3130, 2025 and December 31, 2024:

Schedule of property and equipment cost, for discontinued operations
	March 31, 2025			December 31, 2024			Useful Lives
	June 30, 2025			December 31, 2024			Useful Lives
Equipment	$	739,480		$	739,480		5 to 20 years
Vehicles		61,000			61,000		5 to 15 years
Well development costs		1,395,461			1,395,461		*
Less accumulated depreciation		(~~192~~208,~~995~~268	)		(176,526	)	—
Property and equipment, net	$	21,~~002~~987,~~946~~673		$	2,019,415		—

* Once full production begins, “Well development costs” will be depreciated using the units-of-production method based on barrels of oil produced. As of ~~March~~June 3130, 2025, a minimal amount of oil has been produced and work is ongoing to determine how to get regular production from the field. In addition, as of December 31, 2024, it was determined the fair value of the Well Development cost exceeded their fair value and were written down by $1,395,980. The value for both ~~March~~June 3130, 2025 and December 31, 2024 is $1,395,461.

Depreciation expense for the discontinued operations for three and six months periods ended ~~March~~June 3130, 2025 and 2024 was $16,470 and $31,742 and $18,~~294~~295 and $36,589, respectively.

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Oil and Gas Producing Activities

The Company uses the successful efforts ~~method~~ method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, ~~related~~ 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 $1,395,461 at ~~March~~June 3130, 2025 and December 31, 2024. This amount is after a write down of $1,395,980 to estimated ~~fair~~ fair value as of December 31, 2024.

Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the ~~costs~~ costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the three and six months ended ~~March~~ 31June 30, 2025 and 2024, there was no impairment to unproved properties. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties. For the ~~three~~six months ending ~~March~~June 3130, 2025 and 2024, there was no gain or loss recognized for sales of unproved properties.

17Costs associated with development wells that are unevaluated or are waiting on access to transportation or processing facilities are reclassified into developmental wells-in-progress ("WIP"). These costs are not put into a depletable field basis until the wells are fully evaluated or access is gained to transportation and processing facilities. Costs associated with WIP are included in the cash flows from investing as part of investment in oil and gas properties. At June 30, 2025 and December 31, 2024, no capitalized developmental costs were included in WIP.

~~Costs~~Depreciation, ~~associated~~depletion ~~with~~and ~~development wells that are unevaluated~~amortization orof ~~are~~proved ~~waiting~~oil onand ~~access~~gas toproperties ~~transportation~~is orcalculated ~~processing~~using ~~facilities~~the ~~are reclassified into developmental wells~~units-inof-~~progress~~production ~~("WIP"). These~~method ~~costs~~based ~~are~~on ~~not~~proved ~~put~~reserves ~~into~~and aestimated ~~depletable~~salvage ~~field~~values. During ~~basis until~~ the ~~wells~~six ~~are~~months ~~fully~~ended ~~evaluated~~June or30, ~~access~~2025 ~~is gained to transportation~~ and ~~processing facilities.~~2024, ~~Costs associated with WIP are included in~~ the ~~cash~~Company ~~flows~~recorded ~~from~~no ~~investing~~depreciation, asdepletion ~~part~~and ofamortization ~~investment~~expense inon oil and gas properties. ~~At March~~The ~~31,~~Company ~~2025~~will ~~and~~start ~~December~~using ~~31,~~the ~~2024,~~units-of-production nomethod ~~capitalized~~when ~~developmental~~the ~~costs~~field ~~were~~is ~~included~~continuously inoperational ~~WIP~~and there are material sales.

~~Depreciation,~~The ~~depletion~~Company ~~and~~reviews ~~amortization~~its of proved oil and natural gas properties isfor ~~calculated~~impairment whenever ~~using~~events ~~the~~and ~~units-of-production~~circumstances ~~method~~indicate ~~based~~that ona ~~proved~~decline ~~reserves~~in ~~and~~the ~~estimated~~recoverability ~~salvage~~of ~~values~~its carrying value may have occurred. ~~During~~It estimates the ~~three~~undiscounted ~~months~~future ~~ended~~net ~~March~~cash ~~31,~~flows ~~2025~~of its oil and ~~2024,~~natural ~~the~~gas ~~Company~~properties ~~recorded~~and nocompares ~~depreciation,~~such ~~depletion~~undiscounted future cash flows to the ~~and~~carrying ~~amortization~~amount ~~expense~~of onthe oil and natural gas properties to determine if the carrying amount is recoverable. ~~The~~If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will ~~start~~adjust ~~using~~ the ~~units-of-production~~carrying ~~method~~amount ~~when~~of the ~~field~~oil isand ~~continuously~~natural gas properties to fair ~~operational~~value. During the six months ended June 30, 2025 and 2024, there ~~are~~was ~~material~~no ~~sales~~impairment to proved properties.

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 three months ended March 31, 2025 and 2024, there was no impairment to proved properties.

(2) Texas Railroad Commission Bond and Estimated Asset Retirement Obligation

To cover the estimated future asset retirement obligations ("ARO") related to its oil and gas properties, the Company maintains a $62,~~537~~337 bond with the Railroad Commission of Texas (“RRC”). With the help of an outside consultant, the Company estimates it would take $5,000 to cap each of the 32 wells on the property so there is a liability of $97,463 to make up the difference. The bond ensures 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.

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

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

NOTE 13 – INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used.

Income taxes consist of the following components as of:

Schedule of income taxes
	March 31, 2025			March 31, 2024
	June 30, 2025			June 30, 2024
Federal income tax benefit attributable to:
Current Operations	$	~~271~~483,~~880~~491		$	~~213~~455,~~379~~204
Less: Valuation allowance		(~~271~~483,~~880~~491	)		(~~213~~455,~~379~~204	)
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 ~~March~~June 3130, 2025 and December 31, 2024, due to the following:

Schedule of income tax provision
	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Deferred tax asset attributable to:
Net operating loss carryover	$	23,~~978~~189,~~090~~701		$	2,706,210
Less: Valuation allowance		(23,~~978~~189,~~090~~701	)		(2,706,210	)
Net deferred tax asset	$	—		$	—

18At June 30, 2025, the Company had net operating loss carry forwards of $15,189,053 which would result in a deferred tax asset of $3,189,701, with an effective tax rate of 21%, that may be offset against future taxable income from the year 2025 to 2040. No tax benefit has been reported in the June 2025 and 2024 unaudited consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

AtDue to ~~March 31, 2025,~~ the ~~Company~~change ~~had~~in ~~net~~ownership ~~operating~~provisions ~~loss carry forwards~~ of ~~$14,181,381~~the ~~which~~Tax ~~would~~Reform ~~result~~Act ~~in a deferred tax asset~~ of $21986,~~978,090~~ ~~that~~net ~~may~~operating beloss ~~offset~~carryforwards ~~against~~for ~~future~~Federal ~~taxable~~Income ~~income~~tax reporting ~~from~~purposes ~~the~~are ~~year~~subject ~~2025~~ to ~~2040~~annual limitations. NoShould ~~tax~~a ~~benefit~~change ~~has~~in ~~been~~ownership ~~reported~~occur, innet ~~the~~operating ~~March~~loss ~~2025~~carryforwards ~~and~~may ~~2024~~be ~~consolidated~~limited ~~financial~~as ~~statements since~~to ~~the~~use ~~potential~~in ~~tax~~future ~~benefit is offset by a valuation allowance of the same amount~~years.

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 14 – SUBSEQUENT EVENTS

Management has evaluated events and transactions for potential recognition or disclosure through the date the unaudited consolidated financial statements were issued. The following are subsequent events that the Company considers may be material:

· New money raised from investors since ~~March~~June 3130, 2025 totaled $1540,~~230,500,~~000 all as convertible debentures.

· As noted in the Commitments and Contingencies section, a lawsuit was filed in April 2025 against CETI. CETI believes it will prevail and therefore no accrual for lawsuit liability has been recorded.

· Kuwait Oil Company approved CETI as a vendor opening the door to potential contracts in Kuwait and the Middle East.

The Company is in the process of filing an S-1 Registration statement which, among other things, will give it the ability to raise money through the sale of common stock.

· Subsequent to March 31, 2025, CETI did an issuance to various shareholders who previously converted their convertible debentures which were recorded as common stock to be issued. This issuance totaled 2,124,675 common shares.18

· Subsequent to March 31, 2025, the Company converted $231,971 of convertible debt and interest into 1,736,703 shares of common stock to be issued.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could ~~differ~~ differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our ~~management~~ management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers, and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.

GENERAL OVERVIEW

Business Background

CYBER ENVIRO-TECH, INC. is a publicly held Wyoming oil and water filtration technology company that designs water purification solutions for commercial applications and industries

Our principal executive office is located at Cyber Enviro-Tech, Inc., 6991 E. Camelback Road, Suite D-300, Scottsdale, Arizona 85251. Our telephone number is 866 687-6856. Our Internet site is located at: www.cyberenviro.tech. We maintain our statutory registered agent's office at Registered Agents Inc. 30 N Gould St Ste R Sheridan, WY 82801 USA Telephone Number. (307) 200-2803

On June 12, 2020, the District Court of Laramie County, Wyoming appointed Benjamin Berry of Synergy Management Group LLC (“Synergy”) as custodian of the Company.

On September 3, 2020, Synergy and Global Environmental Technologies, Inc. (“Global”), entered into a Securities Purchase Agreement, whereby Synergy sold its one share of Special Series A preferred stock and one-half share of Series C preferred stock to Global Environmental Technologies, Inc.

On September 23, 2020, the Company entered into a share exchange agreement with Global Environmental Technologies, Inc., (“Global”) a Wyoming corporation. Per the terms of the agreement, NexGen Holdings Corp exchanged thirty-five shares of common stock for one share of Global.

On October 6, 2020, the Company formally changed its name with the State of Wyoming from NexGen Holdings Corp to Cyber Enviro-Tech, Inc.

2019

DESCRIPTION OF BUSINESS

Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We are an emerging growth company with limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Our pilot project is an oil field in West Texas. We currently own the mineral rights to a 479- acre, 33-well, located in Callahan County, Texas. This oil field operation known as the Alvey oil field will be spun-off into a new entity in the ~~second~~third quarter of 2025. In addition, ~~the~~it is anticipated that the Company will soon be testing its ~~oil~~ water filtration ~~machine~~process in ameat ~~few~~packing ~~locations~~plants ~~Southwest~~in ~~Texas~~Nebraska and ~~Oklahoma.~~California Inas ~~addition,~~well ~~the Company~~as isTurkey inand ~~conversations to purchase its own Salt Water Disposal facility~~Kuwait.

GENERAL OVERVIEW

Form and year of organization;

Cyber Enviro-Tech, Inc., also referred to as “CETI” and the “Company”, was founded in the State of Wyoming as Electronic Biotek, Inc in April 1986.

Bankruptcy, receivership;

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

Material reclassification;

The Company has been known by a variety of names since its inception in the State of Wyoming as Electronic Biotek, Inc. In 2020, CETI through its previous name, Globel Technologies, Inc. (“Global”) acquired NexGen Holdings Corp via a reverse merger. Subsequent to the reverse merger, the Company changed its name to Cyber Enviro-Tech, Inc. Below lists the names that the Company has been known as since inception as well as the dates those names were active:

Cyber Enviro-Tech, Inc - CURRENT.

NexGen Holdings Corp - Until April 30, 2021

WindPower Innovations, Inc. until January 2014

Educational Services International, Inc. until November 2009

Bio-Life Systems, Inc. until November 2001

Biolectronics, Corp. to April 1992

Electronic Biotek, Inc April 1986

Business of the Cyber Enviro-Tech, Inc.;

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

Our pilot project was an oil field in West Texas. We currently own the mineral rights to a 479- acre, 33-well, property located in Callahan County, Texas. This oil field operation known as the Alvey oil field is intended to be spun-off into a new entity in the near future and is shown as discontinued operations in the accompanying ~~consolidated~~unaudited consolidated financial statements. In addition, the Company is continuing the development and testing of its water filtration machine in Texas as well as looking to place its oil and soil remediation systems in the Middle East and its water remediation systems in the meat packing industry and with municipalities.

Our focus for the current fiscal year will be on:

Expanding our water and oil remediation operations in the Middle East and Texas

Developing further tests with at least one meat packing client

Spin off the Alvey Oil Field and turning management over to a third-party owner/operator.

2120

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 ~~March~~June 3130, 2025 the Company ~~has~~ ~~independent~~is ~~services~~working ~~contracts~~ with a ~~three~~company ~~individuals~~in ~~for~~the ~~its~~Middle ~~B2B~~East ~~sales~~as ~~strategy~~well –as ~~two~~with inthree ~~oil~~other ~~and~~individuals ~~gas~~who ~~and~~are ~~one~~focused inoperations ~~the~~domestically ~~meat packing industry –~~ and ~~another company for its overseas services~~ in ~~the~~South ~~Middle East~~America.

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

Government Regulation

We are subject to government regulations that regulate businesses generally, such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety and labor relations. In addition, our operations are affected by federal and state laws relating to marketing practices in the oil industry and/or expansion of operations; a change to or changes to government regulations; a general economic slowdown; a significant decrease in the price of West Texas Intermediate crude. Any change in one or more of these factors could reduce our ability to earn and grow revenue in future periods.

Research and Development

For the year ending December 31, 2024, CETI spent approximately $1.5 million in research and development of our oil/water filtration products and ~~process~~processes and ~~another~~approximately $~~268~~667,000 in the first ~~three~~ six months of 2025. In addition, from 2021 through December 31, 2024, approximately $3.4 million was invested in the Alvey Ranch ~~Oil~~ Oil field to prove our new technologies in opening up the downhole fractures and removing contaminants from the reservoir for increased ~~oil~~ oil production. The former has been expensed and the latter capitalized. Currently the Alvey is being spun off into a separate company as as the Company intends to focus its efforts on water and oil/soil remediation and therefore expenses for the Alvey during the first ~~quarter~~six months of 2025 were not capitalized and were to keep the field active.

Personnel

As of ~~March~~June 3130, 2025, we have no employees but the Company does have 119 full-time and part-time consultants.

Results of Operations for the Three Months Ending ~~March~~June 3130, 2025 and 2024:

	2025			2024			$			%
Operating Expenses:
Professional fees	$	~~151~~31,~~120~~991		$	4825,~~403~~729		$	~~102~~6,~~717~~262			~~212~~24.3	%
General and administrative		~~218~~266,~~648~~911			~~400~~147,~~769~~938			~~(182~~118,~~121~~973	)		~~-45~~80.4	%
Consulting		~~515~~427,~~189~~479			~~574~~457,~~827~~346			(5929,~~638~~867	)		-106.5	%
Total operating expenses		~~884~~726,~~957~~381			1631,~~023,999~~013			~~(139~~95,~~042~~368	)		~~-14~~15.1	%
Loss from operations		(~~884~~726,~~957~~381	)		(1631,~~023,999~~013	)		(~~139~~95,~~042~~368	)		~~-14~~15.1	%
Other Income (Expense):
Change in fair value of derivative		~~(202~~61,~~710~~318	)		24(42,~~516~~896	)		~~(227~~104,~~226~~214	)		~~-927~~242.9	%
Loss on issuance of derivative		(1757,~~676~~538	)		—(109,043	)		(1751,~~676~~505	)		~~100~~-47.2	%
Amortization of intangible assets		—			(28,213	)		28,213			-100	%
Gain on extinguishment of derivative liability		10,601			184,975			(174,374	)		-94.3	%
Interest expense		(~~331~~168,~~723~~001	)		(~~161~~259,~~152~~626	)		(~~170~~91,~~571~~625	)		~~106~~-35.3	%
Gain on extinguishment of derivative liability		351,971			79,564			272,407			342	%
Amortization of intangible assets		—			(28,212	)		(28,212	)		-100.0	%
Change in fair value of contingent liability		1510,000			—			1510,000			100.0	%
Interest income		34,~~288~~030			~~924~~3,760			~~2,364~~270			~~256~~7.2	%
Total Other Income (Expense)		(~~181~~139,~~850~~590	)		(84251,~~361~~042	)		(97111,~~489~~452	)		~~116~~-44.4	%
Loss from continuing operations		(1865,~~066,807~~971	)		(1882,~~108,360~~055	)		(4116,~~553~~084	)		-41.8	%
Discontinued operations:
Loss from operations of discontinued operations		(81117,~~274~~320	)		(1118,~~812~~295	)		~~(69~~99,~~462~~025	)		~~588~~541.3	%
Net loss		(1983,~~148,081~~291	)		(1900,~~120,172~~350	)		(2782,~~909~~941	)		9.2	%
Less net loss attributable to noncontrolling interest		(412,~~530~~559	)		—			(412,~~530~~559	)		100	%
Net loss attributable to common stockholders	$	(1970,~~143,551~~732	)	$	(1900,~~120,172~~350	)	$	(2370,~~379~~382	)		27.8	%

Professional fees. These fees are largely made up of audit and audit-related fees, $31,790 and $19,479 during the three months ending June 30, 2025 and 2024, respectively.

General and administrative Expenses. General and administrative expenses for the three months ended June 30, 2025 were up by 80% versus 2024 largely due to an increase in office expenses ($81,887) and travel expenses ($49,047) mostly related to the cost of making arrangements to raise money via Green Bond financing overseas plus increase in public relations ($10,393) reduced by decrease in advertising and promotion expense ($44,000).

Consulting fees. Decreased by 6.5% due to lower stock compensation in 2025 vs 2024 of $144,511 and $189,577, respectively due to more consultants receiving stock compensation in 2024.

Other income (expense). Much of this is relates to the derivatives for loans taken from one lender. For the derivative related accounts, these are driven by loans whereas the lender has a conversion component if the loan is not paid off. Historically the Company has always repaid the debt instead of allowing a conversion. Nonetheless, for accounting purposes, we need to account for the potential conversion. In the second quarter of 2025, one loan was paid off vs two loans paid off in second quarter 2024 which accounts for the $174,374 decrease in gain on extinguishment of derivative liability. For the decrease on the loss on issuance of derivative, one new loan was initiated in the second quarter 2025 vs two new loans in the second quarter 2024 which accounts for this difference.

For the other accounts, amortization of intangible assets decreased 100% since the underlying asset was fully written off at the end of 2024 and, therefore, no amortization was taken in 2025. Interest expense is down 35% due to three loans to individuals that existed in second quarter of 2024 but were mostly paid off by the second quarter 2025 plus this account also includes amortization of debt discount. As noted in the preceding paragraph on derivatives, two loans were paid off in the second quarter of 2024 vs one loan in the second quarter 2025 which resulted in less amortization expense of over $31,000 between the two quarters. The 7.2% increase in interest income was due to an increase in the underlying receivable due to CETI.

Loss from continuing operations. The above changes resulted in net loss of $865,971 in the second quarter 2025 compared to a net loss of $882,055 in 2024. Decreases in operating expenses of $95,368 were offset by the increase in other expenses of $111,452.

Discontinued operations: The Company is in the process of spinning off the Alvey oil field in third quarter 2025, and this represents the non-capitalized expenses related to the Alvey. The increase in expenses in 2025 vs 2024 is due to the fact that beginning in 2025, the expenses related to the Alvey Oil Field were not capitalized but expensed.

Results of Operations for the Six Months Ending June 30, 2025 and 2024

	2025			2024			$			%
Operating Expenses:
Professional Fees	$	183,111		$	74,132		$	108,979			147.0	%
General and administrative		485,559			548,707			(63,148	)		-11.5	%
Consulting		942,668			1,032,173			(89,505	)		-8.7	%
Total operating expenses		1,611,338			1,655,012			(43,674	)		-2.6	%

Operating loss from continuing operations		(1,611,338	)		(1,655,012	)		(43,674	)		-2.6	%

Other Income (Expense):
Change in fair value of derivative		(141,392	)		(18,380	)		123,012			669.3	%
Loss on issuance of derivative		(75,214	)		(109,043	)		(33,829	)		-31.0	%
Gain on extinguishment of derivative liability		362,572			264,539			98,033			37.1	%
Interest expense		(499,724	)		(420,778	)		78,946			18.8	%
Amortization of intangible assets		—			(56,425	)		(56,425	)		-100.0	%
Change in fair value of contingent liability		25,000			—			25,000			100.0	%
Interest income		7,318			4,684			2,634			36.2	%
Total Other Income (Expense)		(321,440	)		(335,403	)		(13,963	)		-4.2	%

Loss from continuing operations		(1,932,778	)		(1,990,415	)		(57,637	)		-2.9	%

Discontinued operations:
Loss from operations of discontinued operations		(198,594	)		(30,106	)		168,488			559.6	%
Net Income (Loss)		(2,131,372	)		(2,020,521	)		110,851			5.5	%
Less net loss attributable to noncontrolling interest		(17,089	)		—			17,089			100	%
Net loss attributable to common stockholders	$	(2,114,283	)	$	(2,020,521	)	$	93,762			4.6	%

~~General~~Professional fees. ~~and~~The ~~administrative~~147% ~~Expenses. General~~increase ~~and~~in ~~administrative~~professional ~~expenses~~fees ~~for~~is ~~the~~largely ~~three~~due ~~months~~to ~~ended~~an ~~March~~increase ~~31,~~in ~~2025~~legal ~~were~~fees ~~down~~related byto ~~-45%~~preparation ~~versus~~to ~~2024~~file ~~largely~~an ~~due~~S-1 registration tostatement ~~a decrease~~as inwell ~~advertising~~as ~~and~~the ~~promotion~~lawsuit from the Company’s withdrawal of ~~approximately~~a ~~$39,000~~project ~~and~~of a ~~decrease~~salt water disposal facility in ~~sampling~~Oklahoma. In addition, audit and ~~testing~~audit ofrelated fees increased around $~~150~~15,000 year over year.

~~Professional~~General ~~fees.~~and ~~These~~administrative ~~fees~~Expenses. General ~~are~~and ~~largely made~~administrative upexpenses offor ~~audit~~the ~~and~~six ~~audit-related~~months ~~fees~~ended ~~($48~~June 30,~~920~~ ~~and~~2025 ~~$46,142~~were ~~during~~down ~~the~~by ~~periods~~11.5% ~~ending~~vs ~~March~~2024 ~~31,~~largely ~~2025~~due to a decrease in advertising and ~~2024~~promotion ~~respectively~~($82,841) and, inwater ~~2025, another~~samples testing ($66150,~~250~~000) ~~worth~~offsetting ofincreases ~~fees~~in ~~related~~expenses due to ~~the~~expansion ~~Green~~of ~~Bond~~overseas ~~fundraising~~operations (rent ~~project~~expense $44,907, travel expense $90,202).

Consulting fees. ~~Decreased~~A bysignificant ~~10% due~~portion toof ~~higher~~consulting fees are from non-cash, stock-based compensation, in$356,796 ~~2024~~and vs$559,153 ~~2025~~for the first six months of ~~$181,287~~2025 and ~~$279~~2024,~~580,~~ respectively. The ~~due~~decrease toin ~~more~~these ~~consultants~~non-cash ~~receiving~~expenses ~~stock~~of ~~compensation~~$202,537 was partially offset by an increase in ~~2024~~consulting fees related to increased marketing expenses and expenses related to the potential funding of the overseas Green Bond.

Other income (expense). Much of this is ~~related~~relates to the ~~issuance~~derivatives ~~and~~for ~~conversion~~loans oftaken ~~convertible~~from ~~debentures~~one ~~used~~lender. toFor ~~raise money for~~ the ~~Company’s~~derivative ~~operations.~~related $1accounts,~~117,500 and~~ ~~$870,000~~these ~~was~~are ~~raised~~driven by loans the ~~sale~~lender that ofhave ~~convertible~~a ~~debentures~~conversion incomponent ~~first~~if ~~quarter~~the ofloan ~~2025~~is ~~and~~not ~~2024,~~paid ~~respectively~~off. InHistorically the ~~1st~~Company ~~Qtr 2025,~~has ~~one~~always ~~convertible~~repaid ~~loan~~the ~~with~~debt ~~derivatives~~instead ~~was~~of ~~converted~~allowing a toconversion. ~~stock~~Nonetheless, ~~which~~for ~~resulted~~accounting inpurposes, anwe ~~amortization~~need ofaccount ~~debt~~for ~~discount~~the ~~(part~~potential ofconversion. ~~interest expense)~~For ofthe ~~$228,449~~six ~~which~~months ~~largely~~ended ~~accounts~~June ~~for~~30, ~~the~~2025, one ~~difference~~loan inwas ~~interest~~paid ~~expense~~off ~~since~~vs ~~the~~two ~~overall~~loans ~~convertible~~paid ~~debt~~off for the ~~quarters ending~~six inmonths ~~March~~ended ~~2025~~June ~~and~~30, 2024 ~~was~~which ~~almost~~should ~~the~~have ~~same~~resulted ~~($2,591,076~~in ~~and~~an ~~$2,594,250~~overall ~~respectively)~~decrease. However, Inthere ~~addition,~~was ~~the~~one ~~change~~convertible indebenture ~~fair~~from ~~value~~an ofinvestor ~~derivatives was~~which had a ~~net~~derivative ~~decrease~~component ofand ~~$227,226~~that investor converted to stock in March 2025. ~~versus~~This ~~2024~~alone ~~which~~resulted ~~was~~in ~~offset~~a by$217,230 ~~the~~ increase onin ~~the~~ gain on extinguishment of ~~the~~ derivative liability ~~of $272,407 from 2024 to 2025~~.

~~Net~~For the ~~income~~other ~~(loss)~~accounts, ~~from~~amortization ~~continuing~~of ~~operations. The~~intangible ~~above~~assets ~~changes~~is ~~resulted~~100% indecreased ~~net~~since ~~loss~~the underlying asset was fully written off at the end of 2024 $1and,~~143~~ therefore,~~551~~ no amortization was taken in ~~the~~2025. ~~first~~Interest ~~three~~expense ~~months~~was ofup ~~2025~~due ~~compared~~largely to the one investor who had a ~~net~~convertible note ~~loss~~with ofa derivative component that was converted in March 2025. This alone resulted in a $1147,~~120,172~~617 increase in ~~2024~~interest expense. ~~Decreases~~This inincrease ~~operating~~was ~~expenses~~partially ofoffset ~~$139~~by increase on loans to three loans to individuals that existed for the six months ended June 30,~~042~~ 2024 but were ~~offset~~mostly bypaid off during the six months ended June 30, 2025. The 56.2% increase in interest income was due to an increase in ~~other~~the ~~expense~~underlying asreceivable ~~noted~~due ~~above~~to CETI.

~~Discontinued~~Loss from continuing operations:. The ~~Company is~~above ~~spinning~~changes ~~off~~resulted ~~the~~in ~~Alvey~~relatively ~~oil~~close ~~field~~losses inof ~~second quarter 2025~~$1,932,778 and ~~this~~$1,990,415 ~~represents~~for the ~~non-capitalized~~six ~~expenses~~months ~~related to~~ended ~~the~~June ~~Alvey~~30, 2025 and 2024, respectively.

Discontinued operations: The Company is in the process of spinning off the Alvey oil field during the six months ended June 30, 2025, and this represents the non-capitalized expenses related to the Alvey. The increase in expenses in 2025 vs 2024 is due to the fact that beginning in 2025, the expenses related to the Alvey Oil Field were not capitalized but expensed.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2025, the Company had total assets of $34,~~727~~472,~~247~~803 including current assets of $~~685~~889,~~669~~409 as well as $2,~~065~~050,~~483~~210 from the discontinued operations of the Alvey oil field. We also have current liabilities of $2,~~473~~495,~~059~~601 which consist of accounts payable of $~~231~~457,~~791~~288 and short-term convertible notes payable of $~~971~~1,~~861~~036,306, net of discount of $48158,~~835~~645, notes payable of $~~468~~151,~~925~~752, net of discount of $52,~~274~~237 and $~~378~~379,~~500~~392 from the discontinued operations of the Alvey oil field which is mostly the payable due on the Alvey Oil Field leasehold improvements. We also have $12,~~866~~901,~~847~~666 of long-term liabilities which is largely due to convertible notes payable of $12,~~438~~362,~~731~~930, net of discount of $~~128~~109,~~269~~570 and a derivative liability of $~~330~~441,~~653~~273. We believe our ability to achieve commercial success and continued growth will be dependent upon our continued access to capital either through sale of additional convertible debentures, sale of our equity or cash generated from operations. We will attempt to obtain additional capital through private investors; however, we have no agreements or understandings with third parties at this time in regards to investing additional monies. To help fund operations, the Company is in the process of filing an S-1 to give it the ability to raise funds through sale of stock. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. As explained in Note 3, the Company does not yet have sufficient revenue to cover its operating expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

S-1 Registration Statements Effective January 2023 and December 2023

The Company filed an S-1 Registration statement in 2022 and it became effective in January 2023. This gives the Company the right to sell 10 million shares of common stock at $0.40 per share and allowed almost seven million shares of stock from debentures converted in 2022 to become free trading shares. As of ~~May~~August 1514, 2025, none of the 10 million shares of common stock have been sold.

The Company filed a second S-1 Registration statement in 2023 and it became effective in December 2023. This registration statement registered securities for consultants, who received shares for services, and some investors, who received shares for either cash or on the conversion of convertible debentures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, being June ~~March 31~~30, 2025.

Based on this evaluation, these officers concluded that, as of December 31, 2024 these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission. The conclusion that our disclosure controls and procedures were not effective was due to the Company was lacking in pre-planning for expenses and documentation of all transactions. As of ~~March~~June 3130, 2025, some progress has been made in implementing enhanced controls and procedures.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a more than remote possibility that a misstatement of our company's annual or interim unaudited consolidated financial statements could occur. In its assessment of the effectiveness of our internal control over financial reporting as of ~~March~~June 3130, 2025, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

(1)

inadequate segregation of duties and effective risk assessment; and

(2)

insufficient written policies and procedures for documenting all transactions with vendors.

Our management is currently evaluating remediation plans for the above deficiencies. During the period covered by this quarterly report on Form 10-Q, we have been able to remediate some of the weaknesses described above. However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

As noted in the Commitments and Contingencies section, a lawsuit was filed in April 2025 against CETI. CETI believes it will prevail and therefore no accrual for lawsuit liability has been recorded.

Item 1A. Risk Factors.

As a “Smaller Reporting Company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed)

Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided

Restricted or Unrestricted as of this filing

3/24/2023

New

300,000

Common

0.420

Joe Isaac, Axiom Group

Services

Restricted

4/3/2023

New

3,000,000

Common

0.001

Joe Isaacs

Services

Unrestricted

5/23/2023

New

250,000

Common

0.42

Joe Isaacs

Services

Restricted

5/23/2023

New

250,000

Common

0.38

Frank Straw

Services

Restricted

5/23/2023

New

250,000

Common

0.31

Markus Miller

Services

Restricted

5/23/2023

New

200,000

Common

0.38

Bruce Moore

Services

Restricted

5/23/2023

New

1,000,000

Common

0.38

US Affiliated Inc, Karen Fowler

Services

Restricted

7/21/2023

New

15,000

Common

0.35

Benjamin Berry

Contingent Liability Paid

Restricted

10/18/2023

New

600,000

Common

0.10

Jaron Mossman & Jode Vallejos JTTEN

Debt conv

Restricted

10/18/2023

New

253,180

Common

0.10

Mark Mitrev

Debt conv

Restricted

10/18/2023

New

101,250

Common

0.10

Jaylen Mossman

Debt conv

Restricted

10/18/2023

New

252,850

Common

0.10

Peter D. Lawrence

Debt conv

Restricted

10/18/2023

New

121,370

Common

0.10

Justin Mossman

Debt conv

Restricted

11/7/2023

New

500,000

Common

0.31

Markus Miller

Services

Restricted

11/7/2023

New

2,000,000

Common

0.335

Serdar Gurel

Services

Restricted

11/7/2023

New

252,580

Common

0.10

McKellar R Trust, Winston McKellar, trustee

Debt conv

Restricted

11/7/2023

New

252,580

Common

0.10

Susan E. Crossett

Debt conv

Restricted

11/7/2023

New

505,050

Common

0.10

Douglas Gore

Debt conv

Restricted

12/28/2023

New

360,000

Common

0.25

Markham and ML Broughton RT, Markham Broughton

Services

Restricted

12/28/2023

New

253,240

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

12/28/2023

New

252,470

Common

0.10

Alexander Fil

Debt conv

Restricted

12/28/2023

New

252,360

Common

0.10

Chris Gressinger

Debt conv

Restricted

12/28/2023

New

256,360

Common

0.10

Dwayne Hay

Debt conv

Restricted

2/2/2024

New

1,011,620

Common

0.10

DePrima Donnelly Family Trust, Anthon DePrima, trustee

Debt conv

Restricted

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed)

Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided

Restricted or Unrestricted as of this filing

2/2/2024

New

335,850

Common

0.10

Carl R. Vertuca

Debt conv

Restricted

2/2/2024

New

335,780

Common

0.10

Bryan Vertuca

Debt conv

Restricted

2/28/2024

New

252,030

Common

0.10

Jeffrey Kelley

Debt conv

Restricted

2/28/2024

New

302,370

Common

0.10

Leibowitz Living Trust, Alan Leibowitz, trustee

Debt conv

Restricted

2/28/2024

New

336,790

Common

0.10

Dominic Mancini

Debt conv

Restricted

2/28/2024

New

253,680

Common

0.10

David Townley Paton

Debt conv

Restricted

2/28/2024

New

253,240

Common

0.10

Michael Volpe/ Liliane Stachishin-Moura, JTTN

Debt conv

Restricted

3/12/2024

New

505,820

Common

0.10

Paul Stander, SEP-IRA

Debt conv

Restricted

3/12/2024

New

202,020

Common

0.10

Nicole M. Hobbs

Debt conv

Restricted

3/12/2024

New

252,140

Common

0.10

James S Benedict

Debt conv

Restricted

3/12/2024

New

252,090

Common

0.10

Cameron Turner

Debt conv

Restricted

3/12/2024

New

100,710

Common

0.10

Jill B. Mossman

Debt conv

Restricted

4/2/2024

New

256,310

Common

0.10

Dwayne Hay

Debt conv

Restricted

4/2/2024

New

252,310

Common

0.10

JJJ Enterprises, Jeff J. Jorgenson

Debt conv

Restricted

4/2/2024

New

251,700

Common

0.10

Michael B. Schuster

Debt conv

Restricted

4/2/2024

New

126,565

Common

0.20

Business Marketing Group, Brian Foster

Debt conv

Restricted

4/2/2024

New

252,030

Common

0.10

McKellar Revocable Trust, December 17 2012, Donald McKellar III, trustee

Debt conv

Restricted

4/2/2024

New

126,565

Common

0.20

Business Marketing Group, Brian Foster

Debt conv

Restricted

4/15/2024

New

756,250

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

4/15/2024

New

500,760

Common

0.10

Dwayne Hay

Debt conv

Restricted

4/15/2024

New

34,000

Common

0.35

DePrima Donnelly Family Trust, Anthony DePrima, trustee

Debt conv

Restricted

4/15/2024

New

66,000

Common

0.35

Neil Superfon

Debt conv

Restricted

4/15/2024

New

201,360

Common

0.20

Thomas Randall Powell

Debt conv

Restricted

5/9/2024

New

252,910

Common

0.10

Markl Family Living Trust, Barry Markl

Debt conv

Restricted

5/9/2024

New

200,970

Common

0.10

Kaan Brian Gokay

Debt conv

Restricted

5/9/2024

New

253,015

Common

0.20

William and Jennifer Vincent

Debt conv

Restricted

5/9/2024

New

303,555

Common

0.20

TWCI Consulting LLC, Christopher Ingram

Debt conv

Restricted

5/9/2024

New

25,255

Common

0.20

Michael Hay

Debt conv

Restricted

5/9/2024

New

50,505

Common

0.20

Jaye Gene Todd Collier

Debt conv

Restricted

5/22/2024

New

77,285

Common

0.20

Paul Leonard

Debt conv

Restricted

5/22/2024

New

128,645

Common

0.20

David Haley

Debt conv

Restricted

5/22/2024

New

128,535

Common

0.20

Staunton Family 2007 Trust, Richard Staunton, trustee

Debt conv

Restricted

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed)

Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided

Restricted or Unrestricted as of this filing

5/22/2024

New

1,285,070

Common

0.20

Chris Cappuccilli

Debt conv

Restricted

5/22/2024

New

12,835

Common

0.20

Dallas Dukes

Debt conv

Restricted

5/22/2024

New

12,835

Common

0.20

T Jordan Dukes

Debt conv

Restricted

6/11/2024

New

513,155

Common

0.20

Michael and Judith Mendoza Revocable Living Trust dated 8 March 2004, Michael Mendoza, trustee

Debt conv

Restricted

6/11/2024

New

127,580

Common

0.20

Jessica Patterson

Debt conv

Restricted

6/11/2024

New

127,140

Common

0.20

F. Stanton Sipes

Debt conv

Restricted

6/11/2024

New

260,305

Common

0.20

Peter Mitrev

Debt conv

Restricted

6/11/2024

New

184,620

Common

0.20

Carlos Eduardo Garcia Enriquez

Debt conv

Restricted

6/11/2024

New

25,785

Common

0.20

Michele Blackman

Debt conv

Restricted

6/20/2024

New

525,320

Common

0.20

Neil Superfon

Debt conv

Restricted

6/20/2024

New

127,905

Common

0.20

Michele Blackman

Debt conv

Restricted

6/20/2024

New

127,330

Common

0.20

Harborside Group Trust, Jim Mead

Debt conv

Restricted

6/20/2024

New

128,730

Common

0.20

Chase Donaldson

Debt conv

Restricted

6/20/2024

New

12,870

Common

0.20

David Paton

Debt conv

Restricted

6/20/2024

New

294,200

Common

0.10

Lawrence Weiss Living Trust, Katherine Lawrence, trustee

Debt conv

Restricted

7/10/2024

New

170,910

Common

0.15

Mark Mitrev

Debt conv

Restricted

7/10/2024

New

407,980

Common

0.25

Neil Superfon

Debt conv

Restricted

7/10/2024

New

252,910

Common

0.10

Lawrence Weiss Living Trust, Katherine Lawrence, trustee

Debt conv

Restricted

7/10/2024

New

388,975

Common

0.20

Suncoast Financial Mortgage Profit Sharing Plan, David Malcolm, trustee

Debt conv

Restricted

7/10/2024

New

126,700

Common

0.20

Staunton Family Investment Partnership, Richard Staunton, trustee

Debt conv

Restricted

7/10/2024

New

127,000

Common

0.20

Gardner Investment Trust, Roy A Gardner, trustee

Debt conv

Restricted

7/15/2024

New

170

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

7/15/2024

New

Common

0.20

Business Marketing Group, Brian Foster

Debt conv

Restricted

7/15/2024

New

Common

0.10

The McKellar Revocable Trust, December 17 2012, Donald McKellar III, trustee

Debt conv

Restricted

7/15/2024

New

Common

0.20

Thomas Randall Powell

Debt conv

Restricted

8/1/2024

New

500,000

Common

0.20

Michael and Judith Mendoza Revocable Living Trust, dated 8 March 2004, Michael Mendoza, trustee

Cash

Restricted

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

~~Transaction type (e.g. new issuance, cancellation, shares returned to treasury)~~

Number of Shares Issued (or cancelled)

~~Number of Shares Issued (or cancelled)~~

Class of Securities

~~Class of Securities~~

Value of shares issued ($/per share) at Issuance

~~Value of shares issued ($/per share) at Issuance~~

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed)

~~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

~~Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided~~

Restricted or Unrestricted as of this filing

~~Restricted or Unrestricted as of this filing~~

8/1/2024

~~8/1/2024~~

New

~~New~~

334,000

~~334,000~~

Common

~~Common~~

0.15

~~0.15~~

Jason Black

~~Jason Black~~

Cash

~~Cash~~

Restricted

~~Restricted~~

8/1/2024

~~8/1/2024~~

New

~~New~~

281,352

~~281,352~~

Common

~~Common~~

0.10

~~0.10~~

Julie Kutilek

~~Julie Kutilek~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

8/1/2024

~~8/1/2024~~

New

~~New~~

2,992,822

~~2,992,822~~

Common

~~Common~~

0.10

~~0.10~~

Joseph Kutilek

~~Joseph Kutilek~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

8/1/2024

~~8/1/2024~~

New

~~New~~

110,669

~~110,669~~

Common

~~Common~~

0.10

~~0.10~~

Tara Rahr

~~Tara Rahr~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

8/1/2024

~~8/1/2024~~

New

~~New~~

1,603,902

~~1,603,902~~

Common

~~Common~~

0.10

~~0.10~~

Charles Merkel

~~Charles Merkel~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

8/20/2024

~~8/20/2024~~

New

~~New~~

1,655,192

~~1,655,192~~

Common

~~Common~~

0.10

~~0.10~~

Scott Jasper

~~Scott Jasper~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

8/20/2024

~~8/20/2024~~

New

~~New~~

1,635,472

~~1,635,472~~

Common

~~Common~~

0.10

~~0.10~~

Joel Gale

~~Joel Gale~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

8/20/2024

~~8/20/2024~~

New

~~New~~

2,192,290

~~2,192,290~~

Common

~~Common~~

0.10

~~0.10~~

Larry Grillo

~~Larry Grillo~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

8/20/2024

~~8/20/2024~~

New

~~New~~

26,742

~~26,742~~

Common

~~Common~~

0.20

~~0.20~~

Kelsey Mallory

~~Kelsey Mallory~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

10/7/2024

~~10/7/2024~~

New

~~New~~

203,990

~~203,990~~

Common

~~Common~~

0.20

~~0.20~~

JJJ Enterprises, Jeff J Jorgenson

~~JJJ Enterprises, Jeff J Jorgenson~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

10/7/2024

~~10/7/2024~~

New

~~New~~

697,064

~~697,064~~

Common

~~Common~~

0.20

~~0.20~~

Chris Cappuccilli

~~Chris Cappuccilli~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

10/15/2024

~~10/15/2024~~

New

~~New~~

317,950

~~317,950~~

Common

~~Common~~

0.20

~~0.20~~

Alla Abato

~~Alla Abato~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

2/25/2025

~~2/25/2025~~

New

~~New~~

168,860

~~168,860~~

Common

~~Common~~

0.15

~~0.15~~

Mark Mitrev

~~Mark Mitrev~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

2/25/2025

~~2/25/2025~~

New

~~New~~

84,804

~~84,804~~

Common

~~Common~~

0.25

~~0.25~~

Markl Family Living Trust, Barry Markl

~~Markl Family Living Trust, Barry Markl~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

2/25/2025

~~2/25/2025~~

New

~~New~~

1,991,931

~~1,991,931~~

Common

~~Common~~

0.001

~~0.001~~

Kaybrook Client Group LLC, Harry Datys

~~Kaybrook Client Group LLC, Harry Datys~~

Services

~~Services~~

Restricted

~~Restricted~~

3/20/2025

~~3/20/2025~~

New

~~New~~

113,317

~~113,317~~

Common

~~Common~~

0.10

~~0.10~~

Craig Cox

~~Craig Cox~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

3/20/2025

~~3/20/2025~~

New

~~New~~

63,295

~~63,295~~

Common

~~Common~~

0.20

~~0.20~~

Dan’l Mitchell

~~Dan’l Mitchell~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

3/20/2025

~~3/20/2025~~

New

~~New~~

136,450

~~136,450~~

Common

~~Common~~

0.20

~~0.20~~

Dr. Sea Sport, Steve Mikulak

~~Dr. Sea Sport, Steve Mikulak~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

3/20/2025

~~3/20/2025~~

New

~~New~~

218,276

~~218,276~~

Common

~~Common~~

0.25

~~0.25~~

Nick Frost

~~Nick Frost~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

3/20/2025

~~3/20/2025~~

New

~~New~~

269,830

~~269,830~~

Common

~~Common~~

0.20

~~0.20~~

Jim Wade

~~Jim Wade~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

3/20/2025

~~3/20/2025~~

New

~~New~~

130,885

~~130,885~~

Common

~~Common~~

0.20

~~0.20~~

Robert Romanchek

~~Robert Romanchek~~

Debt conv

~~Debt conv~~

Restricted

~~Restricted~~

4/1/2025

New

127,050

Common

Cynthia Gosnell

Debt conv

Restricted

4/1/2025

New

27,905

Common

0.20

Kimberly Dukes

Debt conv

Restricted

4/1/2025

New

109,488

Common

0.25

Greg Paloolian

Debt conv

Restricted

4/1/2025

New

173,713

Common

0.15

Justin Tripp

Debt conv

Restricted

4/1/2025

New

449,109

Common

0.25

Jeffrey J. Jorgenson

Debt conv

Restricted

4/1/2025

New

1,202,716

Common

0.1285

Jeffrey J. Jorgenson

Debt conv

Restricted

4/1/2025

New

34,693

Common

0.15

Carlos Eduardo Garcia Enriquez

Debt conv

Restricted

5/20/2025

New

50,537

Common

0.20

Jill Mossman

Debt conv

Restricted

5/20/2025

New

561,044

Common

0.10

Fredric Colman

Debt conv

Restricted

5/20/2025

New

1,153,696

Common

0.10

Gerald Quave Jr.

Debt conv

Restricted

5/20/2025

New

138,206

Common

0.20

Tahoe Sunrise LLC, Mark Schimpf

Debt conv

Restricted

5/20/2025

New

138,016

Common

0.20

Tahoe Shores LLC, Mark Schimpf

Debt conv

Restricted

5/20/2025

New

256,248

Common

0.20

NW Realty Advisors 401K Plan, Michael Dunn

Debt conv

Restricted

5/30/2025

New

135,546

Common

0.20

JPM Property Holdings, James MacPherson

Debt conv

Restricted

5/30/2025

New

241,736

Common

0.25

Justin Tripp

Debt conv

Restricted

Securities authorized for issuance under equity compensation plans

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

On April 25, 2023 the Company entered into a consulting agreement with Dr. Markus Miller for professional services wherein the Company paid 1,000,000 common shares.

On May 17, 2023 the Company entered into a consulting agreement with Frank Straw for professional services wherein the Company paid 1,000,000 common shares.

On June 3, 2023, the Company entered into a consulting agreement with Ken Waters for professional services wherein the Company issued 1,000,000 options with a strike price of $0.20 a share.

On September 15, 2023, the Company entered into a consulting agreement with Kaybrook Client Consulting LLC, Harry Datys, for professional services wherein the Company issued 3,750,000 warrants at a par value of $0.001. This agreement was amended on November 1, 2024 and CETI authorized another 800,000 warrants at the same par value as before and extended the consulting agreement for another 8 months.

On November 6, 2023 the Company entered into a distribution and consulting agreement with Delta, Serdar Gurel, for professional services wherein the Company paid 1,000,000 common shares.

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 in 2023 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 in 2023, CETI gave US Affiliated, Inc 1,000,000 common shares for professional services.

Item 3. Defaults Upon Senior Securities.

There is a loan of $22,000 to a related party that is due and payable as well as two convertible debentures totaling $150,000 that were due in September 2024. In addition, there is a loan of $343,500 due to the estate of Danny Hyde (EDH). However, as noted in the Contingency footnote, over $2 million has been spent on the rework costs of the Alvey and EDH is to bear part of that cost which exceeds what CETI owes EDH.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

During the Company’s quarter ended ~~March~~June 3130, 2025, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits.

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
31.1	Certification of Principal Executive Officer (302)				Filed
31.2	Certification of Principal Financial Officer (302)				Filed
32.1	Certification of Principal Executive and Principal Financial Officers (906)				Furnished*
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				Filed

*This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

2930

SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Signature		Title		Date
/s/ Kim D. Southworth Kim D. Southworth /s/ Dan Leboffe Dan Leboffe		Chief Executive Officer ~~Principal~~Chief ~~Accounting~~Financial Officer		~~May~~August 1614, 2025 ~~May~~August 1614, 2025

3031

Schedule of debt maturity

~~920~~1,~~475~~012,014

1,~~392~~123,~~000~~926

~~775~~1,~~000~~785,500

3,~~087~~921,~~475~~440

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