Cyber Enviro-Tech, Inc 10-Q for FY2026 Q1
Cyber Enviro-Tech, Inc. (CETI)
About this 10-Q
Cyber Enviro-Tech, Inc filed this 10-Q on June 23, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $2.06M
- compared with a net loss of $1.15M a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Or
For the transition period from ___________ to ___________
Commission file number:
| (Exact name of registrant as specified in charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of principal executive office) | (Zip Code) |
| +1 ( |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by checkmark whether the registrant has (1)
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit).
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
At June 22, 2026 there were shares of the registrant’s Common Stock issued and outstanding.
TABLE OF CONTENTS
i
PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
CYBER ENVIRO-TECH, INC.
CONSOLIDATED BALANCE SHEETS
| March 31, 2026 (Unaudited) | December 31, 2025 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Loans receivable | ||||||||
| Investment in WTXR | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Long-term deposits | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable – related parties | ||||||||
| Accrued interest | ||||||||
| Notes payable, current maturities | ||||||||
| Notes payable, related party | ||||||||
| Convertible notes payable, net of discount of $ | ||||||||
| Convertible notes payable – related party | ||||||||
| Contingent liabilities | ||||||||
| Total current liabilities | ||||||||
| , | ||||||||
| Notes payable - long term | ||||||||
| Convertible notes
payable, net of current maturities, and net of discount of $ | ||||||||
| Derivative liability | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 4) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Series A Convertible Preferred Stock, par value $, shares authorized; and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Series B Convertible Preferred Stock, par value $, shares authorized; share issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Series C Non-convertible, Preferred Stock, par value $, shares authorized; shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Series D Convertible Preferred Stock, par value $, shares authorized; and nil shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Special 2020 Series A Preferred Stock, par value $, share authorized; share issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Special 2025 Series A Preferred Stock, par value $, share authorized; and nil share issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Common Stock, par value $, shares authorized, and shares issued and outstanding, as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Common stock to be issued | ||||||||
| Treasury stock, at cost | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 1 |
CYBER ENVIRO-TECH,
INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
| 2026 | 2025 | |||||||
| Operating Expenses: | ||||||||
| Professional fees | $ | $ | ||||||
| General and administrative | ||||||||
| Consulting | ||||||||
| Total operating expenses | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Other Income (Expense): | ||||||||
| Change in fair value of derivatives | ( | ) | ( | ) | ||||
| Loss on issuance of derivatives | ( | ) | ( | ) | ||||
| Gain on extinguishment of derivative liability | ||||||||
| Change in fair value of contingent liability | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Discontinued Operations: | ||||||||
| Loss from operations of discontinued operations | ( | ) | ||||||
| Total Discontinued Operations | ( | ) | ||||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable: | ||||||||
| Non-controlling interest | $ | $ | ( | ) | ||||
| Common stockholders | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 2 |
CYBER ENVIRO-TECH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
| Preferred | Common Stock | CS to be Issued | Accum | Non Controlling | ||||||||||||||||||||||||||||||||||||||||
| Description | Shares | Amt | Shares | Amt | APIC | Shares | Amt | Treasury | Deficit | Interest | Total | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||||||||||
| Shares issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for exercised warrants | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued for cash | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to manufacturing and distribution agreement | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common shares exchanged for preferred shares | ( | ) | ( | ) | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued to cover stock price guarantee | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for interest | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of convertible notes payable | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 3 |
CYBER ENVIRO-TECH, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
| Change in fair value of derivatives | ||||||||
| Change in fair value of contingent liabilities | ( | ) | ||||||
| Loss on issuance of derivatives | ||||||||
| Gain on extinguishment of derivative liability | ( | ) | ( | ) | ||||
| Stock compensation | ||||||||
| Warrants issued for services | ||||||||
| Amortization of debt discount | ||||||||
| Depreciation and amortization expense | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accounts payable - related parties | ||||||||
| Accrued interest | ||||||||
| Contingent liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Issuance of loan receivable | ( | ) | ||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||
| Cash flows used financing activities: | ||||||||
| Shares issued for cash | ||||||||
| Repayment of convertible notes payable | ( | ) | ( | ) | ||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from related party convertible notes payable | ||||||||
| Proceeds from notes payable | ||||||||
| Repayment of notes payable | ( | ) | ( | ) | ||||
| Repayment of notes payable from related party | ( | ) | ||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net change in cash and cash equivalents from continuing operations | ||||||||
| Cash flow from discontinued operations: | ||||||||
| Net cash from operating activities from discontinued operations | ||||||||
| Net cash from investing activities from discontinued operations | ||||||||
| Net cash from financing activities from discontinued operations | ||||||||
| Net change in cash and cash equivalents from discontinued operations | ||||||||
| Cash and cash equivalents at beginning of year | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
| Shares issued for conversion of convertible notes payable and accrued interest | $ | $ | ||||||
| Shares issued for deposit on distribution and manufacturing agreement | $ | $ | ||||||
| Derivative liability | $ | $ | ||||||
| Shares issued for stock price guarantee | $ | $ | ||||||
| Debt discount | $ | |||||||
| Preferred to common stock exchange | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 4 |
CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Cyber Enviro-Tech, Inc. (CETI) is an environmental technology company focused on sustainable solutions for the remediation of contaminated industrial wastewater, with an initial emphasis on the oil and gas sector. The Company develops and deploys proprietary equipment, biochemical products, and treatment processes to address complex hazardous waste and environmental challenges across global markets.
CETI has entered into a manufacturing and distribution agreement with Air Power USA to commercialize deployable, zero-emission energy systems. Powered by compressed air and designed for off-grid applications, these systems provide scalable, continuous power with no fuel and no emissions. This capability complements CETI’s environmental solutions and strengthens its value proposition to industrial clients.
The Company is headquartered in Scottsdale, Arizona, with additional offices in Istanbul, Turkey, and Dubai, United Arab Emirates.
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 31, 2026, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In management’s 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, 2025, and 2024 included in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on May 20, 2025. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the full year ended December 31, 2026.
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 which discontinued operations on December 31, 2025. All significant intercompany balances and transactions have been eliminated for 2025. As of December 31, 2025, the investment in Axenic has been written off resulting in a nil balance.
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.
| 5 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
Advertising Policy
The Company expenses advertising and public relations
costs, including costs associated with press release distribution and investor awareness activities, as incurred. Such costs are included
in general and administrative expenses in the consolidated statements of operations. Advertising and promotional costs were nil
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
Investments
The Company accounts for investments in accordance with U.S. GAAP. Equity securities are measured at fair value, with changes in fair value recognized in earnings as a component of other income (expense), net. Equity investments without readily determinable fair values are recorded at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical or similar securities of the same issuer. The Company reviews investments for impairment each reporting period.
The Company determines the fair value of its investments in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. Investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. Investments valued using quoted prices in active markets for identical securities are classified as Level 1. Investments valued using observable inputs other than quoted prices in active markets are classified as Level 2. Investments valued using significant unobservable inputs, including management assumptions, discounts for lack of marketability, limited trading volume, restrictions on transfer, or valuation techniques prepared with the assistance of a valuation specialist, are classified as Level 3.
As of March 31, 2026, the Company’s
investment in West Texas Resources, Inc. (“WTXR”) was measured at fair value and classified as a Level 3 investment. Although
WTXR’s common stock is quoted on the OTC market, the stock is thinly traded and the Company’s fair value determination was
not based solely on the quoted market price. The Company considered available market data and other valuation inputs, including the limited
trading activity of WTXR’s common stock and other relevant factors, in determining fair value. As of March 31, 2026 and December
31, 2025, the carrying value of the Company’s investment in WTXR was $
Property and Equipment
Property and equipment is recorded at cost. Cost of improvements that substantially extend the useful lives of the assets are capitalized. 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 Statements of Operations.
| 6 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
Loans Receivable
In November 2023 and March 2024, CETI provided
two Short-Term Capital Bridge Loans totaling $
CETI provided a Short-Term Capital Bridge Loan
totaling $
Impairment of Long-Lived Assets
In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its 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.
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 consolidated
balance sheets and as a separate component of net income in the consolidated statements of operations. For the three-month period ended
March 31, 2025, there was a non-controlling interest loss of $
| 7 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
Non-controlling interests represent the portion of equity in subsidiaries that is not attributable, directly or indirectly, to the Company.
The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) ASC 718, “Share Based Payment”, in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date. During the three months ended March 31, 2026 and 2025, the Company recorded $ and $ in stock-based compensation expense, respectively.
Fair Value of Financial Instruments
The Company adopted ASC 820, “Fair Value Measurements.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked to market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.
The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2026:
| Schedule of derivative liability | |||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Derivative | $ | $ | $ | $ | |||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2025:
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Derivative | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 8 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expect to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.
The Company has adopted ASC 740, “Accounting for Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Under the provisions of ASC 260, “Earnings per Share”, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The following potential common shares were excluded from the calculation of diluted net income (loss) per share available to common stockholders because their effect would have been antidilutive:
| Schedule of diluted net income (loss) per share available to common stockholders | ||||||||
Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Common stock to be issued | ||||||||
| Convertible notes payable | ||||||||
| Embedded derivatives | ||||||||
| Preferred stock | ||||||||
| Total | ||||||||
Concentration of credit risks
The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully secured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions.
Segment Reporting
The Company has determined that it has 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 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.
| 9 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
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. 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. As of March 31, 2026 and December 31, 2025, the Company is not aware of any contingent liabilities related to potential litigation that should be reflected in the unaudited consolidated financial statements.
In February 2022 and February 2023, CETI entered into agreements with two different investors offering them a stock guarantee on share price within a three-year period of time. The first investor’s shares in February 2022, came due in February 2025 and CETI entered into an agreement to pay $100,000 in cash and shares to satisfy that guarantee. For the second investor, the Company accrued a contingent liability as of December 31, 2025 for the difference between share price on that date and the guaranteed share price. For March 31, 2026, the difference between the guaranteed share price of 80 cents and the high share price during the three year period ending was 6.13 cents so the Company issued additional common stock to cover the difference and there is no longer any contingent liability as of March 31, 2026. The balances were nil and $190,000 as of March 31, 2026 and December 31, 2025, respectively.
On December 9, 2024, CETI entered into an agreement
with a company to provide consulting services to obtain funding of at least $
On December 21, 2024, CETI entered into a Financial
Consulting Engagement Agreement (FCEA) to provide consulting services and identify potential sources of private and/or public financing
of up to
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, 2026.
| 10 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
NOTE 5 – PROPERTY AND EQUIPMENT
As of March 31, 2026 and December 31, 2025, property and equipment consisted of the following:
| Schedule of property and equipment | ||||||||||
| March 31, 2026 | December 31, 2025 | Useful Lives | ||||||||
| Equipment | $ | $ | ||||||||
| Equipment – Turkey | ||||||||||
| Vehicles | ||||||||||
| Less accumulated depreciation | ( | ) | ( | ) | — | |||||
| Property and equipment, net | $ | $ | — | |||||||
There was $
NOTE 6 – LONG TERM DEPOSIT
On February 26, 2026 CETI entered into a -year
manufacturing and distribution agreement with AirPower USA a related party as of April 7, 2026, securing exclusive rights to
manufacture and distribute compressed-air-powered energy generation systems across key international markets in the Middle East and
Africa. These regions represent areas of significant demand for reliable, off-grid, and environmentally sustainable energy
solutions. The total purchase price is $
NOTE 7 – DEBT
| Schedule of debt | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Notes payable | $ | $ | ||||||
| Note payable – related party | ||||||||
| Convertible notes payable | ||||||||
| Convertible notes payable – related party | ||||||||
| Debt discount | ( | ) | ( | ) | ||||
| Short term | ||||||||
| Long term |
| |||||||
| Total | $ | $ | ||||||
The following is a schedule of debt maturity and the years in which the debt is scheduled to mature:
| Schedule of debt maturity | ||||||
| Year | Amount | |||||
| 2026 | $ | |||||
| 2027 | ||||||
| 2028 | |
|||||
| 2029 | ||||||
| 2030 | ||||||
| $ | ||||||
| 11 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
Notes payable
In September 2023, a related party issued a
loan to the Company for a total amount of $
In December 2023, the Company borrowed
$
In March 2024, the Company had two loans
payable to an individual totaling $
In December 2025, the Company had four loans payable
to four individuals totaling $
The Company had an outstanding balance on
its line of credit of $
In February 2026, the Company took out a payments
rights and purchase and sale agreement of $
In January and February 2026, three notes
totaling $
In March 2026, the Company took out a line
of credit with QuickBooks via WebBank for $
In March 2026, the Company took out a line of
credit of $
Convertible notes payable
In 2020, the Company executed a convertible note
payable with a related party for $
During 2025, the Company raised a net of $
During 2025, the Company converted $
During the first three months of 2026, the Company
converted $
In March 2026, the Company executed three convertible
notes payable totaling $
| 12 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
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 31, 2026 and December 31, 2025 and the amounts that were reflected in income related to derivatives for the period ended:
| Schedule of derivative liabilities | ||||||||
| March 31, 2026 | ||||||||
| The financings giving rise to derivative financial instruments | Indexed Shares | Fair Values | ||||||
| Embedded derivatives | $ | |||||||
| Warrant derivatives | ||||||||
| Total | $ | |||||||
| December 31, 2025 | ||||||||
| The financings giving rise to derivative financial instruments | Indexed Shares | Fair Values | ||||||
| Embedded derivatives | $ | |||||||
| Warrant derivatives | ||||||||
| Total | $ | |||||||
The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended March 31, 2026 and 2025:
| Schedule of changes in gain loss fair values of the derivative financial instruments | ||||||||
| For the Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Embedded derivatives | $ | ( | ) | $ | ( | ) | ||
| Loss on issuance of warrants derivatives | ( | ) | ||||||
| Loss on issuance of derivatives | ( | ) | ( | ) | ||||
| Total gain (loss) | $ | ( | ) | $ | ( | ) | ||
Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, a valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulation Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.
Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:
| Schedule of embedded derivatives | ||||||||||||||||
Inception Date Note | Inception Date Note | Inception Date Note | Inception Date March 17, 2026 | |||||||||||||
| Quoted market price on valuation date | $ | $ | $ | $ | ||||||||||||
| Effective contractual conversion rates | $ | $ | $ | $ | ||||||||||||
| Contractual term to maturity | ||||||||||||||||
| Market volatility: | ||||||||||||||||
| Volatility | % | % | % | % | ||||||||||||
| Risk-adjusted interest rate | % | % | % | % | ||||||||||||
| 13 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
Inception Date Note | Inception Date Note | Period ended | |||||||||||
| Quoted market price on valuation date | $ | $ | $ | ||||||||||
| Effective contractual conversion rates | $ | $ | $ | ||||||||||
| Contractual term to maturity | |||||||||||||
| Market volatility: | |||||||||||||
| Volatility | % | % | - | % | |||||||||
| Risk-adjusted interest rate | % | % | - | % | |||||||||
The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of March 31, 2026 and December 31, 2025.
| Schedule of fair value assumptions | ||||||||
Period Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| Balances at beginning of period | $ | $ | ||||||
| Issuances: | ||||||||
| Embedded derivatives | ||||||||
| Warrant derivatives | ||||||||
| Gain on extinguishment of derivative liability | ( | ) | ( | ) | ||||
| Changes in fair value inputs and assumptions reflected in income | ( | ) | ||||||
| Balances at end of period | $ | $ | ||||||
NOTE 9 – RELATED PARTY TRANSACTIONS
At March 31, 2026 and December 31, 2025, the
Company had a convertible note payable for $
In September 2023, a related party loaned $
In January and February 2026 , three notes totaling $
On February 26, 2026, the Company entered into a manufacturing and distribution agreement with AirPower USA, securing exclusive territory rights to manufacture and distribute compressed-air-powered energy generation systems across key international markets. On April 7, 2026, the Company appointed Brianna Stoecklein, Chief Executive Officer of AirPower USA, to the Company’s Board of Directors. Ms. Stoecklein’s appointment is intended to support the Company’s strategic alignment with its exclusive AirPower manufacturing and distribution agreement and any transactions subsequent to this date would be considered related party transactions.
During periods ended March 31, 2026 and 2025,
the Company paid various related parties for consulting services in the amounts of $
At March 31, 2026 and December 31, 2025, the Company
had accounts payable to various related parties for a total of $
The above transactions and amounts are not necessarily what third parties would have agreed to.
| 14 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
NOTE 10 – PREFERRED STOCK
Series A Convertible Preferred Stock
The Company previously designated shares of
Preferred Stock as Series A Convertible Preferred Stock and had issued shares.
During 2023, the Company changed the terms of this series of stock whereby one (1) share of Series A Convertible Preferred, after a minimum two-year holding period, can be converted into three thousand (3,000) shares of the Company’s common stock and has the same equivalent voting rights. In October 2023, the three top shareholders cancelled common shares of stock and were issued shares of Series A Convertible Preferred Stock. During 2026, the Company issued shares of this preferred stock to AirPower USA as a deposit on the Company’s manufacturing and distribution agreement with AirPower. As of March 31, 2026 and December 31, 2025, there are and shares, respectively, of Series A Convertible Stock issued and outstanding.
During 2025, the lockup period for this series of stock was extended for four more years, plus optional two-year extension, for any transfer or conversion applicable to all current Series A shareholders as of December 19, 2025. This lockup period would also be applicable to any future holders of this stock.
Series B Convertible Preferred Stock
The Company previously designated shares of Preferred Stock as Series B Convertible Preferred Stock. Holders of Series B Convertible Preferred Stock had no voting Rights. Each share of Series B Preferred Stock is 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 31, 2026 and December 31, 2025, there was one share of Series B Convertible Stock issued and outstanding.
Series C Non-Convertible Preferred Stock
The Company previously designated
shares of Preferred Stock as Series C Non-Convertible Preferred Stock.
Series D Convertible Preferred Stock
In 2026, the Company designated
shares of Preferred Stock as Series D Convertible Preferred Stock.
Special 2020 Series A Preferred
The Company has one share of preferred stock
designated as Special 2020 Series A Preferred, par value $.
The holder for the Special 2020 Series A Preferred shall vote with the holders of both preferred and common stockholders as a single
class. The holder is entitled to 60% of all votes. The one share of Series A is convertible into
shares of common stock at any time and is not entitled to dividends. The Company purchased that one series A preferred share for
$
Special 2025 Series A Preferred Stock
In 2026, the Company designated and issued one (1) share with 60 percent of the total voting power of the Company, on all matters, having no conversion rights, no dividends, no liquidation preference, and no economic rights, to be issued to the Chief Executive Officer, Kim D. Southworth, for voting control purposes only. This instrument was issued in lieu of the previously authorized Special 2020 Series A Preferred Stock, which included significant conversion rights. The current structure eliminates potential dilution while preserving voting control for governance purposes.
| 15 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
NOTE 11 – STOCKHOLDERS’ DEFICIT
Stock option activity, issued in 2023 in connection with a consulting agreement, for the three months ended March 31, 2026 and the year ended December 31, 2025 is summarized as follows:
| Schedule of stock option activity | ||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||||
| Options outstanding December 31, 2024 | ||||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding December 31, 2025 | ||||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| Cancelled | — | |||||||||||||
| Options outstanding March 31, 2026 | ||||||||||||||
| Options exercisable March 31, 2026 | $ | |||||||||||||
In connection with a different consulting agreement
dated March 1, 2023, the Company initially agreed to pay shares of common stock, along with a monthly consulting fee. This
common stock was valued at $ on the date of the agreement and was amortized equally over the six-month agreement. On July 1, 2023,
the Company and consultant decided to amend the agreement so that the consultant would receive
During the periods ended March 31, 2026 and
December 31, 2025, the Company issued an aggregate
and
warrants in connection with convertible notes, respectively. Also, for the period ended March 31, 2026, the warrants issued in 2025
contained full ratchet price protection and an additional
.
| 16 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
Significant range of inputs and results arising from the Black-Scholes process are as follows for the warrants:
| Schedule of assumptions | ||||
| Quoted market price on valuation date | $ | |||
| Effective contractual strike price | $ | |||
| Market volatility | % | |||
| Contractual term to maturity | - years | |||
| Risk-adjusted interest rate | % |
Stock warrant activity for three months ended March 31, 2026 and the year ended December 31, 2025 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, 2024 | $ | |||||||||||
| Issued | — | |||||||||||
| Exercised | ) | — | ||||||||||
| Cancelled | — | |||||||||||
| Warrants outstanding December 31, 2025 | ||||||||||||
| Warrants exercisable December 31, 2025 | $ | |||||||||||
| Issued | ||||||||||||
| Warrants issued under full ratchet protection | ||||||||||||
| Exercised | — | |||||||||||
| Cancelled | — | |||||||||||
| Warrants outstanding March 31, 2026 | ||||||||||||
| Warrants exercisable March 31, 2026 | $ | |||||||||||
Common Stock
During the three months ended March 31, 2025,
the Company issued shares of stock for exercised warrants totaling $
During the three months ended March 31, 2026,
the Company conducted a Regulation A offering pursuant to Regulation A under the Securities Act of 1933, as amended, through which the
Company offered and sold shares of its common stock to investors. The Company raised $
Also during the 1st quarter of 2026,
the Company issued shares of stock for $
Equity Purchase Agreement
On March 20, 2026, the Company entered into an
Equity Purchase Agreement with Monroe Street Capital Partners, LP, providing the Company the right to sell up to $
NOTE 12 – DISCONTINUED OPERATIONS
Effective October 14, 2025 the Company completed its spinoff of the Alvey oil field operation to Texas Coastal Energy, Corp. (TCEC) in exchange for 8,600,000 shares of West Texas Resources, Inc (OTCID: WTXR). While this transaction was being negotiated, TCEC completed a reverse merger through which it assumed control and operational stewardship of West Texas Resources, Inc. Operating under the WTXR banner, the company has expanded its portfolio of producing oil and gas wells and reinforced its strategy to revitalize legacy oil fields across Texas. The acquisition of the Alvey oil field further accelerates WTXR’s growth trajectory.
The Alvey oil field was originally acquired by CETI as a pilot site to test and refine its proprietary oil production enhancement technologies. Those efforts proved instrumental in demonstrating broader applications—extending beyond oil field optimization into large-scale remediation of contaminated oil, sludge, soil, and wastewater. As CETI’s technology and strategy have evolved, the Alvey asset no longer aligned with the Company’s core focus. By spinning off the Alvey asset, CETI can fully dedicate its resources to advancing a growing portfolio of domestic and international remediation projects. At the same time, CETI and its shareholders retain the opportunity to participate in the future value of the Alvey oil field through its continued development by a company with deep expertise in oil and gas production—ensuring the asset has a better chance to realize its full potential while CETI concentrates on its primary growth markets.
| Schedule of discontinued operations consolidated statement of operations | ||||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Total revenue | $ | $ | ||||||
| Total cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Loss from operations | ( | ) | ||||||
| Other income (expenses) | ||||||||
| Loss before tax expense | ( | ) | ||||||
| Tax expense | ||||||||
| Loss from operations of discontinued operations | $ | $ | ( | ) | ||||
| 17 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
Since the Alvey oil field wass sold during 2025, there are no assets and liabilities of the discontinued operations at March 31, 2026 and December 31, 2025.
Oil and Gas Producing Activities
The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties. There were capitalized costs of zero at March 31, 2026 and December 31, 2025.
Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the three months ended March 31, 2026 and 2025, 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 months ending March 31, 2026 and 2025, there was no gain or loss recognized for sales of unproved properties.
Costs associated with development wells that are unevaluated or are waiting
on access to transportation or processing facilities are reclassified into developmental wells-in-progress ("WIP"). These costs
are not put into a depletable field basis until the wells are fully evaluated or access is gained to transportation and processing facilities.
Costs associated with WIP are included in the cash flows from investing as part of investment in oil and gas properties. At March 31,
2026 and December 31, 2025,
Depreciation, depletion and amortization of proved
oil and gas properties is calculated using the units-of-production method based on proved reserves and estimated salvage values. During
the three months ended March 31, 2026 and 2025, the Company recorded
The Company reviews its proved oil and natural gas
properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have
occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future
cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying
amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties
to fair value. During the three months ended March 31, 2026 and 2025, there was
(2) Texas Railroad Commission Bond and Estimated Asset Retirement Obligation
To cover the estimated future asset retirement obligations
("ARO") related to its oil and gas properties, the Company maintains a $
Revisions to the liability could occur due to changes in estimated abandonment costs, changes in well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells
| 18 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
NOTE 13 – INCOME TAXES
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of
Income taxes consist of the following components as of:
| Schedule of income taxes | ||||||||
|
Three months ended March 31, 2026 | Three
months ended March 31, 2025 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended March 31, 2026 and December 31, 2025, due to the following:
| Schedule of income tax provision | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
At March 31, 2026 and December 31, 2025, the
Company had net operating loss carry forwards of $
Net operating losses generated in tax years beginning after December 31, 2017 may be carried forward indefinitely, subject to applicable limitations, including the limitation that such losses may generally offset no more than 80% of taxable income in future taxable years. No tax benefit has been reported in December 2025 and 2024 unaudited consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Utilization of the Company’s net operating loss carryforwards may be subject to annual limitations under Section 382 of the Internal Revenue Code if the Company has experienced, or experiences in the future, an ownership change. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 14 – SUBSEQUENT EVENTS
On April 3, 2026, the state of Wyoming recorded formation of a new class of preferred stock designated as Series D Convertible Preferred Stock, with shares authorized and a par value of $ per share. The Series D Convertible Preferred Stock has a one-year lockup period from the date of issuance and is convertible into shares of common stock at a ratio of ten shares of common stock for each share of Series D Convertible Preferred Stock. The Series D Convertible Preferred Stock also has voting rights equivalent to the common stock on an as-converted basis. On March 18, 2026, the board of the Company approved the formation of this stock and then on March 25, 2026 approved the issuance of this stock effective as of March 31, 2026, for three shareholders to convert an aggregate of shares of common stock into shares of Series D Convertible Preferred Stock. As such, this transaction was included in the Company’s March 31, 2026 unaudited consolidated statements of stockholders’ deficit.
| 19 |
CYBER ENVIRO-TECH, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
On April 6, 2026, Dan Leboffe resigned from the Company’s Board of Directors and joined the Company’s newly created Advisory Board. Also on April 6, 2026, the Company announced the creation of its Advisory Board and appointed Brian Feingold and Dan Leboffe as members. Mr. Leboffe, the Company’s former Chief Financial Officer and former director, transitioned to the Advisory Board. Mr. Feingold has over 30 years of experience across emerging technologies and global markets, including strategic alliances, mergers and acquisitions, capital formation, and electrical engineering.
On April 7, 2026, the Company appointed Brianna Stoecklein, Chief Executive Officer of AirPower USA, to the Company’s Board of Directors. Ms. Stoecklein’s appointment is intended to support the Company’s strategic alignment with its exclusive AirPower manufacturing and distribution agreement. In addition, the Company provided AirPower USA M common shares of stock and K shares of Series A Preferred stock as collateral on the agreement.
On April 15, 2026, the
Company borrowed $
On April 30,2026, Deborah Casper-Stone resigned as CFO and Dan Leboffe was reinstated as CFO.
On May 5, 2026, the parties agreed to expand the distribution territory of CETI in consideration for million shares of common stock held in reserve until completion of due diligence scheduled for July 2026.
May 5, 2026, for the AirPower agreement, the parties have agreed that the five year term will not begin until July 2026 and therefore any monies paid so far will be considered deposits.
On May 6, 2026, the Company
borrowed $
On May 11, 2026,
the Company entered into a Sale of Future Receipts Agreement with Essentia Funding pursuant to which the Company received gross
proceeds of $
On May 28, 2026, the
Company approved the issuance of
On June 17, 2026, the Company received notice of default on one of its loan for failure to file its 10-Q on a timely basis. Since the Company is close to filing its 10-Q, it is in conversation with the lender to resolve the issue.
| 20 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers, and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.
GENERAL OVERVIEW
Business Background
Cyber Enviro-Tech, Inc. (CETI) is an environmental technology company focused on sustainable solutions for the remediation of contaminated industrial wastewater, with an initial emphasis on the oil and gas sector. The Company develops and deploys proprietary equipment, biochemical products, and treatment processes to address complex hazardous waste and environmental challenges across global markets.
CETI has entered into a manufacturing and distribution agreement with Air Power USA to commercialize deployable, zero-emission energy systems. Powered by compressed air and designed for off-grid applications, these systems provide scalable, continuous power with no fuel and no emissions. This capability complements CETI’s environmental solutions and strengthens its value proposition to industrial clients.
The Company is headquartered in Scottsdale, Arizona, with additional offices in Istanbul, Turkey, and Dubai, United Arab Emirates.
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.
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DESCRIPTION OF BUSINESS
Cyber Enviro-Tech, Inc. (CETI) is an environmental technology company focused on sustainable solutions for the remediation of contaminated industrial wastewater, with an initial emphasis on the oil and gas sector. The Company develops and deploys proprietary equipment, biochemical products, and treatment processes to address complex hazardous waste and environmental challenges across global markets.
CETI has entered into a manufacturing and distribution agreement with Air Power USA to commercialize deployable, zero-emission energy systems. Powered by compressed air and designed for off-grid applications, these systems provide scalable, continuous power with no fuel and no emissions. This capability complements CETI’s environmental solutions and strengthens its value proposition to industrial clients.
The Company is headquartered in Scottsdale, Arizona, with additional offices in Istanbul, Turkey, and Dubai, United Arab Emirates.
The Alvey Oil Field was originally acquired by CETI as a pilot site to test and refine its proprietary oil production enhancement technologies. Those efforts proved instrumental in demonstrating broader applications—extending beyond oil field optimization into large-scale remediation of contaminated oil, sludge, soil, and wastewater. As CETI’s technology and strategy have evolved, the Alvey asset no longer aligned with the Company’s core focus On October 14, 2025, CETI exchanged all assets related to the Alvey oil field operation for 8,600,000 common shares of West Texas Resources Incorporated, (“WTXR”). By spinning off the Alvey asset, CETI can fully dedicate its resources to advancing a growing portfolio of domestic and international remediation projects. At the same time, CETI and its shareholders retain the opportunity to participate in the future value of the Alvey Oil Field through its continued development by a company with expertise in oil and gas production—ensuring the asset has a better chance to realize its full potential while CETI concentrates on its primary growth markets.
GENERAL OVERVIEW
Form and year of organization;
Cyber Enviro-Tech, Inc., also referred to as “CETI” and the “Company”, was founded in the State of Wyoming as Electronic Biotek, Inc in April 1986.
Bankruptcy, receivership;
The Company has never filed Bankruptcy or been involved in any receiverships or similar proceedings.
Material reclassification;
The Company has been known by a variety of names since its inception in the State of Wyoming as Electronic Biotek, Inc. In 2020, CETI through its previous name, Globel Technologies, Inc (“Global”) acquired NexGen Holdings Corp via a reverse merger. Subsequent to the reverse merger, the Company changed its name to Cyber Enviro-Tech, Inc. Below lists the names that the Company has been known as since inception as well as the dates those names were active:
Cyber Enviro-Tech, Inc - CURRENT.
NexGen Holdings Corp - Until October 6, 2020
WindPower Innovations, Inc. until January 2014
Educational Services International, Inc. until November 2009
Bio-Life Systems, Inc. until November 2001
Biolectronics, Corp. to April 1992
Electronic Biotek, Inc. April 1986
Business of the Cyber Enviro-Tech, Inc.;
Cyber Enviro-Tech, Inc. (CETI) is an environmental technology company focused on sustainable solutions for the remediation of contaminated industrial wastewater, with an initial emphasis on the oil and gas sector. The Company develops and deploys proprietary equipment, biochemical products, and treatment processes to address complex hazardous waste and environmental challenges across global markets.
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On March 23, 2026 we announced we entered into a manufacturing and distribution agreement with AirPower USA, securing exclusive territory rights to manufacture and distribute zero-emission energy systems powered by compressed air across key international markets. This agreement provides CETI with a tangible, revenue-oriented platform through the deployment of AirPower's clean energy generation technology. The Company expects initial project activity and potential deployments in the second half of 2026, aligning with CETI's broader strategy to prioritize revenue-producing opportunities and scalable environmental solutions.
CETI continues to evaluate its existing remediation business while expanding its environmental footprint into complementary sectors, including clean power generation and sustainable infrastructure solutions. The Company intends to leverage its established international relationships to support distribution, project development, and market entry initiatives for AirPower systems.
Building on this momentum, CETI has multiple projects in its development pipeline that are expected to come online during the second half of 2026, positioning the Company for potential revenue growth and expanded commercial traction.
Sales Strategy – CETI’s B2B Sales Strategy will include partnering with individuals and companies who have many years of experience and developed relationships within their respective aforementioned targeted verticals. Prior knowledge of those specific industry issues, water filtration needs, history and relationships developed over many years will enable them to shorten the sales cycle for our water filtration system. As of June 22, 2026, the Company has agreements with several individuals who are pursuing a variety of opportunities but no contracts have been ratified so far.
Market Demand and Size - CETI’s water filtration system can be modified to address many of the water contamination issues that exist worldwide. The markets envisioned for the CETI water system when funds permit would be both domestic (U.S.) and global.
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 periods ending March 31, 2026 and March 31, 2025, we spent approximately nil and $268k in research and development of our oil/water filtration products and process, respectively. In addition, from 2021 through December 31, 2024, approximately $3.4 million was invested in the Alvey Ranch Oil field to test our new technologies in opening up the downhole fractures and removing contaminants from the reservoir for increased oil production and these expenditures had been capitalized. Effective October 14, 2025, the Alvey oil field was sold to another company as the Company intends to focus its efforts on water and oil/soil remediation as well as clean energy production.
Personnel
As of March 31, 2026, we have no employees but the Company does have 7 full-time and part-time consultants.
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Results of Operations for the Three Months Ending March 31, 2026 and 2025:
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Revenue: | ||||||||||||||||
| Gross sales | $ | — | $ | — | $ | — | 0.00 | % | ||||||||
| Cost of sales | — | — | — | 0.00 | % | |||||||||||
| Gross margin | — | — | — | 0.00 | % | |||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | 62,913 | 151,120 | (88,207 | ) | -58.4 | % | ||||||||||
| General and administrative | 173,843 | 218,648 | (44,805 | ) | -20.5 | % | ||||||||||
| Consulting | 176,534 | 515,189 | (338,655 | ) | -65.7 | % | ||||||||||
| Total operating expenses | 413,290 | 884,957 | (471,667 | ) | -53.3 | % | ||||||||||
| Loss from continuing operations | (413,290 | ) | (884,957 | ) | 471,667 | -53.3 | % | |||||||||
| Other Income (Expense): | ||||||||||||||||
| Change in fair value of derivatives | (366,009 | ) | (202,710 | ) | (163,299 | ) | 80.6 | % | ||||||||
| Loss on issuance of derivatives | (1,086,158 | ) | (17,676 | ) | (1,068,482 | ) | 6044.8 | % | ||||||||
| Gain on extinguishment of derivative liability | 28,573 | 351,971 | (323,398 | ) | -91.9 | % | ||||||||||
| Change in fair value of contingent liability | 174,675 | 15,000 | 159,675 | 1064.5 | % | |||||||||||
| Interest income | 3,366 | 3,288 | 78 | 2.4 | % | |||||||||||
| Interest expense | (402,897 | ) | (331,723 | ) | (71,174 | ) | 21.5 | % | ||||||||
| Total other income (expense) | (1,648,450 | ) | (181,850 | ) | (1,466,600 | ) | 806.5 | % | ||||||||
| Loss from continuing operations | (2,061,740 | ) | (1,066,807 | ) | (994,933 | ) | 93.3 | % | ||||||||
| Discontinued Operations: | ||||||||||||||||
| Loss from discontinued operations | — | (81,274 | ) | 81,274 | -100.0 | % | ||||||||||
| Loss from discontinued operations | — | (81,274 | ) | 81,274 | -100.0 | % | ||||||||||
| Net loss | (2,061,740 | ) | (1,148,081 | ) | (913,659 | ) | 79.6 | % | ||||||||
| Net loss attributable: | ||||||||||||||||
| Net loss attributable to noncontrolling interest | — | (4,530 | ) | 4,530 | -100.0 | % | ||||||||||
| Net loss attributable to common stockholders | (2,061,740 | ) | (1,143,551 | ) | (918,189 | ) | 80.3 | % | ||||||||
| Net loss | $ | (2,061,740 | ) | $ | (1,148,081 | ) | $ | (913,659 | ) | 79.6 | % | |||||
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General and administrative Expenses. General and administrative expenses for the three months ended March 31, 2026 were down by -20.5% versus 2025 largely due to a decrease in advertising and promotion of $16,554 and decrease in travel expense of $108,794 offsetting an increase in water sampling of $73,700. The Company resources were more constrained in 2026 and therefore travel was curtailed. The water sampling was done for a specific client in 2026 that the Company did not have in the first quarter of 2025.
Professional fees. These fees are largely made up of audit and audit-related fees ($32,913 and $48,920 during the periods ending March 31, 2026 and 2025 respectively) and legal fees ($30,000 and $31,500 during the periods ending March 31, 2026 and 2025, respectively) and, in 2025, another $66,250 worth of fees related to the Green Bond fundraising project.
Consulting Fees. Decreased by 65.7% or $338,655 due to a number of factors impacting 2025 and not 2026: Two consultants had amortization of their stock compensation finish in 2025, there were consulting expenses associated with the pursuit of the Green Bond, TJ Agardy, former President was still employed in the first quarter of 2025 and, lastly, a marketing expense plus cost of warrants totaled $137,981. These four items account for almost the entire decrease in 2026 vs 2025.
Other income (expense). Much of this increased loss of $1,466,600 relates to derivative accounting – changes in fair value of derivatives of $163,299, loss on issuance of derivative of $1,068,482, and a decrease in gain on extinguishment of $323,398. This derivative accounting is largely associated with commercial debt of which there was $1,063,469 as of March 31, 2026 versus $104,075 as of March 31, 2025. In addition, the increased commercial debt also impacted the increase in interest expense of $71,174 since the non-commercial convertible debentures were virtually unchanged between March 31, 2026 and 2025 at $2,437,500 and $2,487,000, respectively. Also, the change in fair value of the contingent liability improved and decreased by around $175,000 due to completion of the three year stock guarantee period and CETI’s share price being close to the guarantee during the last three years. All of this resulted in an increased loss of $1,466,600 year over year.
Net income (loss) from continuing operations. The above changes resulted in net loss of $2,061,740 in the first three months of 2026 compared to a net loss of $1,066,807 in 2025. Decreases in operating expenses of $471,667 were offset by the increase in other expense as noted above.
Discontinued operations: The Company sold the Alvey oil field in fourth quarter 2025, and this represents the non-capitalized expenses related to the Alvey.
Liquidity and Capital Resources
As of March 31, 2026, the Company had total assets of $2,772,856 including current assets of $922,296. CETI also has current liabilities of $3,252,435 which consist of accounts payable of $561,800, accrued interest of $389,450 and short-term convertible notes payable of $1,796,152, net of discount of $675,018, notes payable of $420,433 and convertible notes payable related party of $84,600. The Company also has $3,786,290 of long-term liabilities which consists convertible notes payable of $721,953, net of discount of $161,047, a derivative liability of $2,980,138 and notes payable long term of $84,199. CETI believes its ability to achieve commercial success and continued growth will be dependent upon its continued access to capital either through sale of additional convertible debentures, sale of our equity or cash generated from operations. The Company will attempt to obtain additional capital through private investors; however, CETI has 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 June 22, 2026, 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.
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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 March 31, 2026.
Based on this evaluation, these officers concluded that, as of March 31, 2026 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.
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 31, 2026, 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.
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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 | |||||||||||||||
| 2/25/2025 | New | 168,860 | Common | 0.15 | Mark Mitrev | Debt conv | Restricted | |||||||||||||||
| 2/25/2025 | New | 84,804 | Common | 0.25 | Markl Family Living Trust, Barry Markl | Debt conv | Restricted | |||||||||||||||
| 2/25/2025 | New | 1,991,931 | Common | 0.001 | Kaybrook Client Group LLC, Harry Datys | Services | Restricted | |||||||||||||||
| 3/20/2025 | New | 113,317 | Common | 0.1 | Craig Cox | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 63,295 | Common | 0.2 | Dan’l Mitchell | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 136,450 | Common | 0.2 | Dr. Sea Sport, Steve Mikulak | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 218,276 | Common | 0.25 | Nick Frost | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 269,830 | Common | 0.2 | Jim Wade | Debt conv | Restricted | |||||||||||||||
| 3/20/2025 | New | 130,885 | Common | 0.2 | Robert Romanchek | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 127,050 | Common | 0 | Cynthia Gosnell | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 27,905 | Common | 0.2 | Kimberly Dukes | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 109,488 | Common | 0.25 | Greg Paloolian | Debt conv | Restricted | |||||||||||||||
| 45748 | New | 173713 | Common | 0.15 | Justin Tripp | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 449,109 | Common | 0.25 | Jeffrey J. Jorgenson | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 1,202,716 | Common | 0.1285 | Jeffrey J. Jorgenson | Debt conv | Restricted | |||||||||||||||
| 4/1/2025 | New | 34,693 | Common | 0.15 | Carlos Eduardo Garcia Enriquez | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 50,537 | Common | 0.20 | Jill Mossman | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 561044 | Common | 0.1 | Fredric Colman | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 1,153,696 | Common | 0.10 | Gerald Quave Jr. | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 138206 | Common | 0.2 | Tahoe Sunrise LLC, Mark Schimpf | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 138,016 | Common | 0.20 | Tahoe Shores LLC, Mark Schimpf | Debt conv | Restricted | |||||||||||||||
| 5/20/2025 | New | 256,248 | Common | 0.20 | NW Realty Advisors 401K Plan, Michael Dunn | Debt conv | Restricted | |||||||||||||||
| 5/30/2025 | New | 135,546 | Common | 0.20 | JPM Property Holdings, James MacPherson | Debt conv | Restricted | |||||||||||||||
| 5/30/2025 | New | 241,736 | Common | 0.25 | Justin Tripp | Debt conv | Restricted | |||||||||||||||
| 27 |
| Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed) | Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided | Restricted or Unrestricted as of this filing | |||||||||||
| 9/20/2025 | New | 129,125 | Common | 0.20 | Casper-Stone Holdings | Services | Restricted | |||||||||||
| 9/20/2025 | New | 800,000 | Common | 0.20 | David Townley Paton | Cash | Restricted | |||||||||||
| 9/20/2025 | New | 201,928 | Common | 0.25 | Michael & Judith Mendoza Revocable Living Trust dated 8 March 2004, Michael Mendoza, trustee | Debt conv | Restricted | |||||||||||
| 9/20/2025 | New | 201,620 | Common | 0.25 | Jim Wade | Debt conv | Restricted | |||||||||||
| 9/20/2025 | New | 130,177 | Common | 0.20 | Grant Gardner | Debt conv | Restricted | |||||||||||
| 9/20/2025 | New | 130,260 | Common | 0.20 | Ryan Gardner | Debt conv | Restricted | |||||||||||
| 9/26/2025 | New | 292,630 | Common | 0.20 | Scott Jasper | Debt conv | Restricted | |||||||||||
| 9/26/2025 | New | 563,120 | Common | 0.10 | Scott Jasper | Debt conv | Restricted | |||||||||||
| 9/26/2025 | New | 583,549 | Common | 0.0888 | Scott Jasper | Debt conv | Restricted | |||||||||||
| 9/26/2025 | New | 562,680 | Common | 0.10 | Gerald Quave Jr. | Debt conv | Restricted | |||||||||||
| 9/26/2025 | New | 582,809 | Common | 0.0888 | Gerald Quave Jr. | Debt conv | Restricted | |||||||||||
| 9/26/2025 | New | 582,932 | Common | 0.0888 | Joseph Kutilek | Debt conv | Restricted | |||||||||||
| 9/26/2025 | New | 582,932 | Common | 0.0888 | Joseph Seeman | Debt conv | Restricted | |||||||||||
| 9/26/2025 | New | 582,192 | Common | 0.0888 | Larry Grillo | Debt conv | Restricted | |||||||||||
| 9/30/2025 | New | 2,736,585 | Common | 0.001 | Kaybrook Client Group LLC, Harry Datys | Services | Restricted | |||||||||||
| 9/30/2025 | New | 582,932 | Common | 0.0888 | Joel Gale | Debt conv | Restricted | |||||||||||
| 9/30/2025 | New | 100,000 | Common | 0.20 | Eric Ingram | Cash | Restricted | |||||||||||
| 9/30/2025 | New | 582,809 | Common | 0.0888 | Barry Donner | Debt conv | Restricted | |||||||||||
| 9/30/2025 | New | 50,813 | Common | 0.20 | Casper-Stone Holdings | Services | Restricted | |||||||||||
| 9/30/2025 | New | 1,060,000 | Common | 0.20 | Jeff J. Jorgenson | Debt conv | Restricted | |||||||||||
| 9/30/2025 | New | 581,822 | Common | 0.0888 | Charles Merkel | Debt conv | Restricted | |||||||||||
| 12/1/2025 | New | 103,748 | Common | Dick Living Trust, dated 9/4/2003, and fifth amendment and restatement dated 10/20/2023, Cameron Dick, trustee | Debt conv | Restricted | ||||||||||||
| 12/1/2025 | New | 62,739 | Common | 0.20 | Casper-Stone Holdings | Services | Restricted | |||||||||||
| 12/1/2025 | New | 52,500 | Common | 0.20 | Marshall Welch | Services | Restricted | |||||||||||
| 12/1/2025 | New | 750,000 | Common | 0.00 | Gary E Smith TTEE U/A DTD 05/14/93 Gary E Smith Living Trust | Debt conv | Restricted | |||||||||||
| 12/1/2025 | New | 162,500 | Common | 0.20 | Marshall Welch | Services | Restricted | |||||||||||
| 12/31/2025 | New | 11,147,804 | Common | 0.1 | DePrima-Donnelly Family Trust dated July 3rd, 2019, Anthony Deprima, trustee | Debt conv | Restricted | |||||||||||
| 12/31/2025 | New | 30,000 | Common | 0.001 | Louis DeLeon | Interest | Restricted | |||||||||||
| 12/31/2025 | New | 60,000 | Common | 0.001 | DePrima-Donnelly Family Trust dated July 3rd, 2019, Anthony Deprima, trustee | Interest | Restricted | |||||||||||
| 12/31/2025 | New | 30,000 | Common | 0.001 | James P. Wagner | Interest | Restricted | |||||||||||
| 12/31/2025 | New | 60,000 | Common | 0.001 | Neil Superfon | Interest | Restricted | |||||||||||
| 1/14/2026 | New | 7,000,000 | Common | 0.005 | Long Side Ventures LLC, Benny Kaplan | Cash | Restricted | |||||||||||
| 1/29/2026 | New | 7,000,000 | Common | 0.005 | Long Side Ventures LLC, Benny Kaplan | Cash | Restricted | |||||||||||
| 2/6/2026 | New | 7,000,000 | Common | 0.005 | Long Side Ventures LLC, Benny Kaplan | Cash | Restricted | |||||||||||
| 2/20/2026 | New | 8,047,900 | Common | 0.004 | Long Side Ventures LLC, Benny Kaplan | Cash | Restricted | |||||||||||
| 2/26/2026 | New | 40,000 | Preferred | 15.00 | Air Power USA, Brianna Stoecklein | Services | Restricted | |||||||||||
| 3/11/2026 | New | 1 | Preferred Special 2025 Series “A” | 0.001 | Kim D. Southworth | Services | Restricted | |||||||||||
| 3/19/2026 | New | 200,000 | Common | 0.129 | Monroe Street Capital | Interest | Restricted | |||||||||||
| 3/19/2026 | New | 200,000 | Common | 0.129 | Lambda Ventures | Interest | Restricted | |||||||||||
| 3/31/2026 | New | (9,983,333 | ) | Common | 0.001 | Kim D. Southworth | Conversion to Preferred | Restricted | ||||||||||
| 3/31/2026 | New | (5,372,483 | ) | Common | 0.001 | Chris Ivey | Conversion to Preferred | Restricted | ||||||||||
| 3/31/2026 | New | (4,048,352 | ) | Common | 0.001 | CBI Group, LLC, Dan Leboffe | Conversion to Preferred | Restricted | ||||||||||
| 3/31/2026 | New | 998,333 | Series “D” Convertible Preferred | 0.001 | Kim D. Southworth | Conversion from Common | Restricted | |||||||||||
| 3/31/2026 | New | 537,248 | Series “D” Convertible Preferred | 0.001 | Chris Ivey | Conversion from Common | Restricted | |||||||||||
| 3/31/2026 | New | 404,835 | Series “D” Convertible Preferred | 0.001 | CBI Group, LLC, Dan Leboffe | Conversion from Common | Restricted | |||||||||||
| 28 |
Securities authorized for issuance under equity compensation plans
The Company has not reserved any securities for issuance under equity compensation plans for any officers, directors or any beneficial owners. The individuals below are consultants and part of their compensation is in stock as follows:
On July 27, 2025 the Company entered into a consulting agreement with Marshall Welch, for professional services wherein the Company paid 50,000 common shares.
On August 23, 2025 the Company entered into a consulting agreement with Deborah Casper-Stone, for professional services wherein the Company paid 50,000 common shares.
Item 3. Defaults Upon Senior Securities.
There is a loan of $22,000 from a related party that is due and payable and in default.
There is a loan of $62,600 from a related party that is due and payable and in default.
The Company took out a short-term loan on February 11, 2026 and then took out a subsequent short-term loan on May 12, 2026 that violated the terms of the February loan and the Company is in the process of resolving the issue.
On June 17, 2026, the Company received notice of default on one of its loan for failure to file its 10-Q on a timely basis. Since the Company is close to filing its 10-Q, it is in conversation with the lender to resolve the issue.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
During the Company’s quarter ended March 31,
2026, no director or officer
Item 6. Exhibits.
| Incorporated by Reference |
Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 31.1 | Certification of Principal Executive Officer (302) | Filed | ||||||||
| 31.2 | Certification of Principal Financial Officer (302) | Filed | ||||||||
| 32.1 | Certification of Principal Executive and Principal Financial Officers (906) | Furnished* | ||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed | ||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed | ||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed | ||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed | ||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed | ||||||||
*This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
| 29 |
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 Accounting Officer |
June 22, 2026
June 22, 2026 | ||
| 30 |
Exhibit 31.1
302 CERTIFICATION
I, Kim D. Southworth, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Cyber Enviro-Tech, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the unaudited consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of unaudited consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 22, 2026
| /s/ Kim D. Southworth | |
| Kim D. Southworth | |
Chief Executive Officer | |
Exhibit 31.2
302 CERTIFICATION
I, Dan Leboffe, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Cyber Enviro-Tech, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the unaudited consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of unaudited consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 22, 2026
| /s/ Dan Leboffe | |
| Dan Leboffe | |
| Chief Financial Officer | |
EXHIBIT 32.1
SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
In connection with the Quarterly Report of Cyber Enviro-Tech, Inc., (the “Company”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kim D. Southworth, Chief Executive Officer and Dan Leboffe, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ Kim Southworth | |
| Kim D. Southworth | |
| Chief Executive Officer | |
| Dated: June 22, 2026 | |
| /s/ Dan Leboffe | |
| Dan Leboffe | |
| Chief Financial Officer | |
| Dated: June 22, 2026 | |