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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

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

For the transition period from ___________ to ___________

Commission file number: 333-267560

Cyber Enviro-Tech, Inc.

(Exact name of registrant as specified in charter)

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

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

+1 (307)-200-2803

(Registrant’s telephone number, including area code)

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

Common Stock, par value $0.001 per share

(Title of Class)

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☒

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

At ~~November~~May 15, ~~2024~~2025 there were ~~108~~113,~~159~~461,~~556~~878 shares of the registrant’s Common Stock issued and outstanding.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated ~~Financial~~financial ~~Statements~~statements	1
	Consolidated Balance Sheets at September 30, 2024, unaudited, and December 31, 2023	1
	Balance Sheets at (unaudited) March 31, 2025 and (audited) December 31, 2024	1
	Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023	2
	Unaudited Statements of Operations for the three months ended March 31, 2025 and 2024	2
	Unaudited Consolidated Statements of Stockholders’ Equity for the three, six and nine months ended September 30, 2024 and 2023	3
	Unaudited Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2025 and 2024	3
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	4
	Unaudited Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
	Notes to Unaudited Consolidated Financial Statements	5
	Notes to Consolidated unaudited financial statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2224
Item 4.	Controls and Procedures	2224
PART II.	OTHER INFORMATION	2325
Item 1.	Legal Proceedings	2325
Item 1A.	Risk Factors	2325
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2325
Item 3.	Defaults Upon Senior Securities	2729
Item 4.	Mine Safety Disclosures	2729
Item 5.	Other Information	2729
Item 6.	Exhibits	2729
SIGNATURES		2830

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

CYBER ENVIRO-TECH, INC. CONSOLIDATED BALANCE SHEETS

	September 30, 2024 (Unaudited)			December 31, 2023 (Audited)
	March 31, 2025 (Unaudited)			December 31, 2024 (Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	~~119~~98,~~028~~476		$	~~239~~59,~~417~~411
Accounts receivable		10,666			—
Loan receivable		195,000			190,000
Inventory		89,125			—
Prepaid expenses and other current assets		392,193			457,768
Prepaid expenses and other current assets		376,106			791,536
Total current assets		685,669			707,179
Total current assets		594,925			1,030,953
Property and equipment, net		861,945			776,560
Property and equipment		689,964			438,558
Long-term deposits		114,150			—
Acquired intangible assets, net		985,589			1,070,226
Assets of discontinued operations, non-current		2,065,483			2,081,952
Assets of discontinued operations, non-current		3,496,275			3,330,985
Total Assets	$	3,727,247		$	3,565,691
Total Assets	$	5,766,753		$	5,870,722
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	~~131~~70,~~809~~826		$	20105,~~144~~042
Accounts payable – related parties		~~105~~160,~~708~~965			—137,690
Accrued interest		~~146~~222,~~731~~483			96204,~~623~~760
Note payables, current maturities		177,500			100,000
Notes payable, current maturities		320,209			188,061
Convertible notes payable, net of discount of $94,331 and $137,096 at September 30, 2024 and December 31, 2023, respectively		229,319			32,154
Note payable, related party, net of discount of $5,274 and $8,277 at March 31, 2025 and December 31, 2024, respectively		148,716			145,712
Convertible notes payable – related parties		22,000			22,000
Convertible notes payable, net of discount of $52,415 and $24,400 at March 31, 2025 and December 31, 2024, respectively		971,861			815,863
Liabilities of discontinued operations, current		362,000			462,578
Convertible notes payable – related party		22,000			22,000
Liabilities of discontinued operations, current – related parties		30,000			80,991
Contingent liabilities		177,500			437,500
Total current liabilities		1,205,067			814,490
Liabilities of discontinued operations, current		363,500			369,000
Note payable, related party, net of discount of $11,346 and $23,915 at September 30, 2024 and December 31, 2023, respectively		142,641			130,074
Liabilities of discontinued operations, current, related parties		15,000			30,000
Convertible notes payable		1,404,000			2,641,000
Total current liabilities		2,473,060			2,455,628
Derivative liability		181,313			217,177
Convertible notes payable, net of discount of $128,269 and $294,379 at March 31, 2025 and December 31, 2024, respectively		1,438,731			1,127,621
Derivative liability		330,653			387,238
Liabilities of discontinued operations, non-current		97,463			97,463
Total Liabilities		34,~~030~~339,~~484~~907			34,~~900~~067,~~204~~950
Commitments and contingencies (Note 4)					—
Stockholders’ Equity:
Stockholders’ Equity (Deficit):
Series A Convertible Preferred Stock, par value $0.001, 200,000 shares authorized; 16,671 shares issued and outstanding		17			17
Series B Convertible Preferred Stock, par value $0.001, 85,000 shares authorized; 1 share issued and outstanding		—			—
Series C Non-convertible, Preferred Stock, par value $0.001, 50,000 shares authorized; 0.5 shares issued and outstanding		—			—
Special 2020 Series A Preferred Stock, par value $0.0001, 1 share authorized; 1 share issued and 0 outstanding		—			—
Special 2020 Series A Preferred Stock, par value $0.0001, 1 share authorized; 1 share issued and outstanding		—			—
Common Stock, par value $0.001, 350,000,000 shares authorized; 106,940,552 and 77,467,573 shares issued and outstanding, respectively		106,901			77,468
Common Stock, par value $0.001, 350,000,000 shares authorized; 111,337,204 and 108,159,556 shares issued and outstanding, respectively		111,337			108,120
Additional paid-in capital		1112,~~757~~423,~~515~~962			712,~~801~~165,~~868~~669
Common stock to be issued		~~416~~1,~~570~~149,613			~~933~~373,~~489~~443
Treasury stock, at cost		(66,400	)		(66,400	)
Accumulated deficit		(914,~~474~~272,~~689~~644	)		(613,~~775~~129,~~924~~093	)
Controlling interest		2(654,~~739,914~~115	)		1(548,~~970,518~~244	)
Non-controlling interest		(341,~~645~~455	)		—45,985
Total Stockholders’ Equity		2,736,269			1,970,518
Total Stockholders’ Equity (Deficit)		(612,660	)		(502,259	)
Total Liabilities and Stockholders’ Equity	$	5,766,753		$	5,870,722
Total Liabilities and Stockholders’ Equity (Deficit)	$	3,727,247		$	3,565,691

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

CYBER ENVIRO-TECH, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS


	2025			2024

Operating Expenses:
Professional fees	$	151,120		$	48,403
General and administrative		218,648			400,769
Consulting		515,189			574,827
Total operating expenses		884,957			1,023,999

Loss from continuing operations		(884,957	)		(1,023,999	)

Other Income (Expense):
Change in fair value of derivatives		(202,710	)		24,516
Loss on issuance of derivatives		(17,676	)		—
Gain on extinguishment of derivative liability		351,971			79,564
Amortization of intangible assets		—			(28,213	)
Change in fair value of contingent liability		15,000			—
Interest income		3,288			924
Interest expense		(331,723	)		(161,152	)
Total other expense, net		(181,850	)		(84,361	)

Loss from continuing operations		(1,066,807	)		(1,108,360	)

Discontinued Operations:
Loss from operations of discontinued operations		(81,274	)		(11,812	)
Total Discontinued Operations		(81,274	)		(11,812	)

Net loss before income taxes		(1,148,081	)		(1,120,172	)
Provision for income taxes		—			—
Net Loss	$	(1,148,081	)	$	(1,120,172	)

Net loss attributable:
Non-controlling interest	$	(4,530	)	$	—
Common stockholders		(1,143,551	)		(1,120,172	)
Net loss	$	(1,148,081	)	$	(1,120,172	)

Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding, basic and diluted		110,756,892			78,163,084

~~FOR~~The ~~THE~~accompanying ~~THREE~~notes ~~AND~~are an ~~NINE~~integral ~~MONTHS~~part ~~ENDING SEPTEMBER~~of ~~30,~~these ~~2024~~unaudited ~~AND~~consolidated ~~2023~~financial statements

~~(Unaudited)~~2

	Three Months Ending September 30, 2024			Three Months Ending September 30, 2023			Nine Months Ending September 30, 2024			Nine Months Ending September 30, 2023
Revenue:
Sales	$	10,666		$	—		$	10,666		$	—
Cost of sales		(5,265	)		—			(5,265	)		—
Gross margin		5,401			—			5,401			—
Operating Expenses:
Professional fees		17,500			19,931			91,632			85,219
General and administrative		236,236			117,907			784,943			223,266
Consulting		419,736			597,566			1,301,909			1,734,080
Total operating expenses		673,472			735,404			2,178,484			2,042,565
Operating loss from continuing operations		(668,071	)		(735,404	)		(2,173,083	)		(2,042,565	)
Other Income (Expense):
Change in fair value of derivatives		38,747			35,172			20,367			84,564
Loss on issuance of derivatives		—			(13,513	)		(109,043	)		(100,371	)
Gain on extinguishment of derivative liability		—			49,248			264,539			49,248
Amortization of intangible assets		(28,213	)		(31,604	)		(84,638	)		(31,604	)
Change in fair value of contingent liability		—			(600	)		—			450
Interest income		2,912			—			7,596			—
Interest expense		(166,984	)		(146,870	)		(587,762	)		(225,966	)
Total other income (expense)		(153,538	)		(108,167	)		(488,941	)		(223,679	)
Loss from continuing operations		(821,609	)		(843,571	)		(2,662,024	)		(2,266,244	)
Discontinued Operations:
Loss from operations of discontinued operations		(10,280	)		(2,459	)		(40,386	)		(31,811	)
Total Discontinued Operations		(10,280	)		(2,459	)		(40,386	)		(31,811	)
Net Loss	$	(831,889	)	$	(846,030	)	$	(2,702,410	)	$	(2,298,055	)
Net loss attributable:
Non-controlling interest	$	(3,645	)	$	—		$	(3,645	)	$	—
Common stockholders		(828,244	)		(846,030	)		(2,698,765	)		(2,298,055	)
Net loss	$	(831,889	)	$	(846,030	)	$	(2,702,410	)	$	(2,298,055	)
Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Weighted average shares outstanding, basic and diluted		98,460,609			120,471,674			86,811,853			117,856,151

CYBER ENVIRO-TECH, INC.

~~The accompanying notes are an integral part of these~~CONSOLIDATED ~~unaudited~~STATEMENTS ~~consolidated~~OF ~~financial~~STOCKHOLDERS’ ~~statements~~EQUITY (DEFICIT)

2THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

~~CYBER ENVIRO-TECH, INC.~~(Unaudited)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Preferred				Common Stock									CS to be Issued				Accum			Non Controlling
Description	Shares		Amt		Shares		Amt		APIC		Treasury			Shares		Amt		Deficit			Interest			Total

Balance, December 31, 2023		16,671	$	17		77,467,573	$	77,468	$	7,801,868	$	(66,400	)		8,173,019	$	933,489	$	(6,775,924	)	$	—		$	1,970,518

Shares issued for interest		—		—		—		—		—		—			193,975		29,938		—			—			29,938
Shares issued for conversion of convertible notes payable		—		—		4,394,140		4,394		435,020		—			2,123,360		586,586		—			—			1,026,000
Net loss		—		—		—		—		—		—			—		—		(1,120,172	)		—			(1,120,172	)
Balance, March 31, 2024		16,671	$	17		81,861,713	$	81,862	$	8,236,888	$	(66,400	)		10,490,354	$	1,550,013	$	(7,896,096	)	$	—		$	1,906,284

Balance, December 31, 2024		16,671	$	17		108,159,556	$	108,120	$	12,165,669	$	(66,400	)		1,954,250	$	373,443	$	(13,129,093	)	$	45,985		$	(502,259	)
Shares issued for services		—		—		—		—		—		—			125,000		47,500		—			—			47,500
Shares issued for exercised warrants		—		—		1,991,930		2,011		26,976		—			—		—		—			—			28,987
Shares issued for interest		—		—		76,553		76		14,947		—			255,361		43,670		—			—			58,693
Shares issued for conversion of convertible notes payable		—		—		1,109,165		1,130		216,370		—			3,520,650		685,000		—			—			902,500
Net loss		—		—		—		—		—		—			—		—		(1,143,551	)		(4,530	)		(1,148,081	)
Balance, March 31, 2025		16,671	$	17		111,337,204	$	111,337	$	12,423,962	$	(66,400	)		5,855,261	$	1,149,613	$	(14,272,644	)	$	41,455		$	(612,660	)

~~THE~~The ~~THREE,~~accompanying ~~SIX~~notes ~~AND~~are an ~~NINE~~integral ~~MONTHS~~part ~~ENDED~~of ~~SEPTEMBER~~these ~~30, 2024~~unaudited ~~AND~~consolidated ~~2023~~financial statements

~~(Unaudited)~~3

	Preferred				Common Stock									CS to be Issued						Accumulated				Non- Controlling
Description	Shares		Amt		Shares		Amt		APIC		Treasury			Shares			Amt			Deficit				Interest		Total
Balance, December 31, 2022		4	$	—		115,914,283	$	115,915	$	4,368,442	$	(66,400	)		154,400		$	52,496		$	(2,432,820	)	$	—		$	2,037,633
Options granted for services		—		—		—		—		5,514		—			—			—			—			—			5,514
Shares issued for services		—		—		375,000		375		143,625		—			178,933			87,504			—			—			231,504
Shares issued for conversion of convertible notes payable		—		—		—		—		—		—			600,000			60,000			—			—			60,000
Net loss		—		—		—		—		—		—			—			—			(504,083	)		—			(504,083	)
Balance, March 31, 2023		4	$	—		116,289,283	$	116,290	$	4,517,581	$	(66,400	)		933,333		$	200,000		$	(2,936,903	)	$	—		$	1,830,568
Common stock issued from prior periods		—		—		—		—		—		—			—			—			—						—
Shares issued for cash		—		—		—		—		—		—			—			—			—			—			—
Shares issued for conversion of Advance on joint venture		—		—		—		—		—		—			—			—			—			—			—
Options granted for services		—		—		—		—		5,575		—			—			—			—			—			5,575
Shares issued for services		—		—		1,950,000		1,950		731,550		—			1,000,000			420,000			—			—			1,153,500
Shares issued in connection with convertible notes payable		—		—		—		—		—		—			3,318,180			663,636			—			—			663,636
Shares issued for conversion of notes payable		—		—		—		—		—		—			—			—			—			—			—
Net loss		—		—		—		—		—		—			—			—			(947,942	)		—			(947,942	)
Balance, June 30, 2023		4	$	—		118,239,283	$	118,240	$	5,254,706	$	(66,400	)		5,251,513		$	1,283,636		$	(3,884,845	)	$	—		$	2,705,337
Balance, December 31, 2023		16,673	$	17		77,467,573	$	77,468	$	7,801,868	$	(66,400	)		8,173,019		$	933,489		$	(6,775,924	)	$	—		$	1,970,518
Shares issued from prior periods		—		—		4,394,140		4,394		435,020		—			(4,394,140	)		(439,414	)		—			—			—
Shares issued for interest		—		—		—		—		—		—			193,975			29,938			—						29,938
Shares issued for conversion of convertible notes payable		—		—		—		—		—		—			6,517,500			1,026,000			—			—			1,026,000
Net loss		—		—		—		—		—		—			—			—			(1,120,172	)		—			(1,120,172	)
Balance, March 31, 2024		16,673	$	17		81,861,713	$	81,862	$	8,236,888	$	(66,400	)		10,490,354		$	1,550,013		$	(7,896,096	)	$	—		$	1,906,284
Shares issued from prior periods		—		—		7,630,000		7,744		1,302,292		—			(7,630,000	)		(1,310,036	)		—			—			—
Shares issued for cash		—		—		—		—		—		—			333,334			50,000			—			—			50,000
Shares issued for services		—		—		—		—		—		—			375,000			172,500			—			—			172,500
Shares issued for interest		—		—		253,639		100		23,879		—			(18,732	)		35,236			—			—			59,215
Shares issued for conversion of convertible notes payable		—		—		—		—		—		—			166,667			25,000			—			—			25,000
Net loss		—		—		—		—		—		—			—			—			(750,349	)		—			(750,349	)
Balance, June 30, 2024		16,673	$	17		89,745,352	$	89,706	$	9,563,059	$	(66,400	)		3,716,623		$	522,713		$	(8,646,445	)	$	—		$	1,462,650
Shares issued from prior periods		—		—		16,445,200		16,445		1,897,706		—			(16,445,200	)		(1,914,151	)		—			—			—
Shares issued for cash		—		—		500,000		500		99,500		—			—			—			—			—			100,000
Shares issued for services		—		—		250,000		250		77,250		—			(125,000	)		(30,000	)		—			—			47,500
Shares issued for interest		—		—		—		—		—		—			358,796			143,008			—			—			143,008
Shares issued for conversion of convertible notes payable		—		—		—		—		—		—			16,115,303			1,695,000			—			—			1,695,000
Noncontrolling interest contributions		—		—		—		—		120,000		—			—			—			—			—			120,000
Net loss		—		—		—		—		—		—			—			—			(828,244	)		(3,645	)		(831,889	)
Balance, September 30, 2024		16,673	$	17		106,940,552	$	106,901	$	11,757,515	$	(66,400	)		3,620,522		$	416,570		$	(9,474,689	)	$	(3,645	)	$	2,736,269

CYBER ENVIRO-TECH, INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS OF ~~notes~~CASH ~~are~~FLOWS anFOR ~~integral~~THE ~~part~~THREE ofMONTHS ~~these unaudited~~ENDED ~~consolidated~~MARCH ~~financial~~31, ~~statements~~2025 AND 2024

3 (Unaudited)

CYBER ENVIRO-TECH, INC.


	2025			2024
Cash flows from operating activities:
Net loss	$	(1,148,081	)	$	(1,120,172	)
Adjustments to reconcile net loss to net cash from operating activities:
Change in fair value of derivatives		202,710			(24,516	)
Loss on issuance of derivatives		17,676			—
Gain on extinguishment of derivative liability		(351,971	)		(79,564	)
Stock compensation		47,500			—
Warrants issued for services		28,987			—
Amortization of debt discount		228,449			74,010
Depreciation and amortization expense		1,965			28,213
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(48,574	)		340,455
Contingent liability		(65,000	)		—
Accounts payable		(34,215	)		83,743
Accounts payable - related parties		23,275			74,653
Accrued interest		76,416			68,225
Net cash from operating activities from continuing operations		(1,020,863	)		(554,953	)

Cash flows from investing activities:
Purchase of property and equipment		(87,350	)		(66,342	)
Issuance of loan receivable		(5,000	)		(90,000	)
Net cash from investing activities from continuing operations		(92,350	)		(156,342	)

Cash flows from financing activities:
Repayment of convertible notes payable		(104,338	)		(60,000	)
Proceeds from convertible notes payable		922,500			870,000
Proceeds from notes payable		400,000			90,000
Repayment of notes payable		(68,500	)		(3,000	)
Net cash from financing activities from continuing operations		1,149,662			897,000

Net change in cash and cash equivalents from continuing operations		36,449			185,705

Cash flow from discontinued operations:
Net cash from operating activities from discontinued operations		2,616			(124,162	)
Net cash from investing activities from discontinued operations		—			(92,462	)
Net cash from financing activities from discontinued operations		—			—
Net change in cash and cash equivalents from discontinued operations		2,616			(216,624	)

Cash and cash equivalents at beginning of year		59,411			239,417
Cash and cash equivalents at end of period	$	98,476		$	208,498

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	$	961,193		$	1,055,938

~~CONSOLIDATED STATEMENTS~~The OFaccompanying ~~CASH~~notes ~~FLOWS~~are ~~FOR~~an ~~THE~~integral ~~NINE~~part ~~MONTHS~~of ~~ENDED~~these ~~SEPTEMBER~~unaudited ~~30,~~consolidated ~~2024~~financial ~~AND 2023~~statements

~~(Unaudited)~~4

	September 30, 2024			September 30, 2023
Cash flow from activities:
Net loss	$	(2,702,410	)	$	(2,298,055	)
Adjustments to reconcile net loss to net cash from operating activities:
Change in fair value of derivatives		(20,367	)		(84,564	)
Loss on issuance of derivatives		109,043			100,371
Options issued for services		—			6,725
Warrants issued for services					671,805
Change in fair value of contingent liability		—			(5,700	)
Gain on extinguishment of derivative liability		(264,539	)		(49,248	)
Stock compensation		608,198			625,133
Amortization of debt discount		217,982			105,749
Amortization expense		84,638			41,192
Changes in operating assets and liabilities
Prepaid expenses and other current assets		148,800			(143,742	)
Inventory		(89,125	)		—
Accounts payable		35,804			(27,621	)
Interest receivable		(7,588	)		—
Accounts receivable		(10,666	)		—
Accrued interest		50,108			(15,939	)
Net cash from operating activities from continuing operations		(1,840,122	)		(1,073,894	)
Cash flows from investing activities:
Purchase of property and equipment		(251,409	)		—
Issuance of loan receivable		(90,000	)		—
Noncontrolling interest contribution		120,000			—
Net cash from investing activities from continuing operations		(221,409	)		—
Cash flows from financing activities:
Repayment of notes payable		(95,000	)		(337,876	)
Repayment of convertible notes payable		(170,502	)		(830,891	)
Proceeds from convertible notes payable		1,810,000			3,232,500
Shares issued for cash		150,000			—
Shares issued for interest		209,434			—
Proceeds from notes payable		172,500			153,989
Net cash from financing activities from continuing operations		2,076,432			2,217,722
Net change in cash and cash equivalents from continuing operations		14,901			1,143,828
Cash flow from discontinued operations:
Net cash from operating activities from discontinued operations		54,930			42,597
Net cash from investing activities from discontinued operations		(220,220	)		(944,586	)
Net cash from financing activities from discontinued operations		30,000			—
Net change in cash and cash equivalents from discontinued operations		(135,290	)		(901,989	)
Cash and cash equivalents at beginning of year		239,417			297,349
Cash and cash equivalents at end of period	$	119,028		$	539,188
Cash paid during the period for:
Interest	$	43,134		$	50,747
Income taxes	$	—		$	—
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Shares issued or to be issued for conversion of convertible notes payable and accrued interest	$	2,954,182		$	1,166,939

CYBER ENVIRO-TECH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)

~~The~~NOTE ~~accompanying~~1 ~~notes~~– ~~are an~~ORGANIZATION ~~integral~~AND ~~part~~DESCRIPTION ~~of these unaudited consolidated financial statements.~~OF BUSINESS

4Cyber Enviro-Tech, Inc. (“CETI” or the “Company”) is a publicly held water science technology company that designs water purification solutions for commercial applications and industries with an initial emphasis on the oil & gas industry. The corporate headquarters are located in Scottsdale, Arizona.

~~CYBER~~On September 3, 2020, Synergy Management Group, ~~ENVIRO~~LLC (“Synergy”) and Global Environmental Technologies, Inc (“Global”), which was formed on April 20, 2020, entered into a securities purchase agreement, whereby Synergy sold its share of Special 2020 Series A preferred stock and its one-~~TECH~~half share of Series C preferred stock to Global for $66,400 ~~INC~~($40,000 in cash and 15,000 shares of stock, post reverse split of one share for every 20 shares on April 30, 2021). ~~NOTES~~The TOshares ~~UNAUDITED~~of ~~CONSOLIDATED~~stock ~~FINANCIAL~~were ~~STATEMENTS~~ to be awarded contingent upon the effectiveness of a S-1 Registration which occurred in January 2023. These shares were issued in 2023.

~~NOTE~~In 1February –2025, ~~ORGANIZATION~~CETI ~~AND~~formed ~~DESCRIPTION~~a OFwholly-owned Turkish ~~BUSINESS~~subsidiary, Cyber International Ltd, with an office in Istanbul. There are no operations in this entity yet but it was formed to enable CETI to effectively manage its international contacts.

~~Cyber~~NOTE ~~Enviro-Tech,~~2 ~~Inc.~~– ~~(the~~SUMMARY ~~“Company”) is~~OF aSIGNIFICANT ~~publicly held water science technology company that designs water purification solutions for commercial applications and industries~~ACCOUNTING ~~with an initial emphasis on the oil & gas industry. The corporate headquarters are located in Scottsdale, Arizona.~~ POLICIES

OnBasis September 3, 2020, Synergy Management Group, LLC (“Synergy”) and Global Environmental Technologies, Inc. (“Global”), which was formed on April 20, 2020, entered into a securities purchase agreement, whereby Synergy sold its share of Special 2020 Series A preferred stock and its one-half share of Series C preferred stock to Global for $66,400 ($40,000 in cash and 15,000 shares of stock, post reverse split of one share for every 20 shares on April 30, 2021). The shares of stock were to be awarded contingent upon the effectiveness of a S-1 Registration which occurred in January 2023. These shares were issued in 2023.presentation

~~NOTE~~The 2Company’s –consolidated ~~SUMMARY~~financial OFstatements have ~~SIGNIFICANT~~been ~~ACCOUNTING POLICIES~~prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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

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

The consolidated financial statements ~~and related~~include ~~disclosures~~the asaccounts of ~~September~~CETI ~~30,~~and ~~2024,~~CETI ~~are unaudited~~Axenic, ~~pursuant~~Inc ~~to the rules and regulations of the United States Securities and Exchange Commission~~ (“~~SEC~~Axenic”). ~~Certain~~Axenic ~~information~~is ~~and~~a ~~footnote~~majority ~~disclosures~~owned ~~normally~~subsidiary included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In our 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~~CETI. ~~These~~All ~~unaudited~~significant ~~consolidated financial statements should be read in conjunction with the audited financial~~intercompany ~~statements~~balances ~~of the Company for the years ended December 31, 2023,~~ and ~~2022~~transactions ~~included~~have inbeen ~~our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 28, 2024~~eliminated. ~~The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year ended December 31, 2024.~~

Use of estimates

The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition

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

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

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

~~Cash equivalents~~5

~~The~~Cash ~~Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash~~ equivalents~~. There were no cash equivalents at September 30, 2024 and December 31, 2023.~~

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

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

5Property 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 ~~Statement~~Consolidated Statements of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance ~~Sheet~~Sheets, including the comparative prior year period. The Company is in the ~~processing~~ process of spinning off its oil field operations known as the Alvey oil field (Alvey). Alvey’s cash flows are reflected as cash flows from ~~discontinued~~ discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented.

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

Note Receivable

CETI provided two Short-Term Capital Bridge ~~Loan~~ ~~totaling~~Loans totaling $190,000 to Sedar Gurel, Founder and CEO of DELTA Cervresel Solusyonlari ve Makinalar A.S. a Turkish Corporation ("DELTA"). The notes are currently due and had been accruing simple interest at 6% per annum. DETLA is a significant partner in CETI’s overseas operations and the Company does not have any concern about the collectability of this note. During the first quarter of 2025, a separate $5,000 loan was made to Donald Goree of Texas Coastal Services payable in six months at simple interest rate of 6% per annum. This accounts for the $195,000 and $190,000 of notes receivable for March 31, 2025 and December 31, 2024, respectively.

Impairment of Long-Lived Assets

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

Intangible Assets

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

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

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

~~Accounting for Majority-Owned Subsidiary~~6

~~The Company consolidates the financial statements of majority-owned subsidiaries in accordance with Generally Accepted~~ Accounting ~~Principles~~for ~~(GAAP). A subsidiary is classified as majority~~Majority-~~owned when~~Owned ~~the Company owns more than 50% of its voting shares, giving it control over the subsidiary's operations and financial policies.~~Subsidiary

InThe ~~the~~Company ~~consolidated~~consolidates ~~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~~ statements of ~~operations, and cash flows of each~~ majority-owned ~~subsidiary~~subsidiaries ~~are~~in ~~fully~~accordance ~~consolidated~~ with ~~the~~U.S. ~~portion attributable~~GAAP. toA ~~non-controlling~~subsidiary ~~interests~~is ~~presented~~classified as amajority-owned ~~separate~~when ~~line item in~~ the ~~equity~~Company ~~section~~owns ofmore ~~the consolidated balance sheets and~~than as50% ~~a separate component~~ of ~~net~~its ~~income~~voting ~~in the consolidated statements of income. However~~shares, ~~for~~giving ~~the~~it ~~period~~control ~~ended~~over ~~September 30, 2024, due to~~ the ~~immaterial~~subsidiary's ~~amount,~~operations noand ~~non-controlling interest are presented in the~~ financial ~~statements but are noted in the footnotes to the consolidated financial statements~~policies.

~~Non~~In the 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 ~~represent~~presented as a separate line item in the ~~portion~~equity section of the consolidated balance sheets and ~~equity~~as a separate component of net income in ~~subsidiaries~~the ~~that~~consolidated isstatements ~~not~~of ~~attributable~~operations. However, ~~directly~~for orthe ~~indirectly~~three-month period ended March 31, 2024, tono non-controlling interests are presented in the ~~Company~~consolidated financial statements since there was no subsidiary in operation at that time.

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

~~Inventory is stated at the lower of cost or net realizable value. Cost is determined using the First~~Stock-~~In, First-Out (FIFO) method. Under this method, inventory costs are~~ based ~~on the costs of the earliest goods purchased or produced.~~Compensation

The ~~cost~~Company ofapplies ~~inventory~~the ~~includes~~fair ~~all~~value ~~direct~~method ~~costs~~ of Financial ~~acquisition~~Accounting Standards Board (“FASB”) ASC 718, as“Share ~~well~~Based asPayment”, ~~costs~~in ~~necessary~~accounting tofor ~~bring~~its stock-based compensation. This standard states that compensation cost is measured at the ~~inventory~~grant todate ~~its~~based ~~present~~on ~~location~~the fair value of the award and ~~condition.~~is ~~This~~recognized ~~may~~over the ~~include~~service ~~materials~~period, ~~labor,~~which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and another ~~appropriate~~pertinent ~~portion~~factors ofat ~~fixed~~the ~~and~~grant ~~variable~~date. ~~overhead~~During the three months ended March 31, ~~including~~2025 ~~manufacturing~~and 2024, the Company recorded $181,288 and ~~warehousing~~$279,577 ~~expenses~~in stock-based compensation expense, respectively.

~~Net~~Fair ~~realizable~~Value ~~value represents the estimated selling price in the ordinary course~~ of ~~business,~~Financial less any applicable selling expenses. The Company reviews inventory regularly for obsolescence and slow-moving items, and adjusts carrying values when the cost of inventory exceeds its net realizable value. Adjustments for inventory write-downs, if any, are included in cost of goods sold in the period in which the need for such adjustments is identified. At September 30, 2024, there was $89,125 of inventory and no adjustment is necessary. In addition, there was no inventory as of December 31, 2023.Instruments

6The 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:

Stock-based Compensation

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 ~~Company~~carrying ~~applies~~amount ~~the fair value method~~ of ~~Financial Accounting~~the ~~Standards~~Company’s ~~Board~~financial ~~(“FASB”)~~assets ~~ASC 718~~and liabilities, ~~“Share~~such ~~Based~~as ~~Payment”~~cash, inprepaid ~~accounting~~expenses ~~for~~and ~~its~~accrued ~~stock-based~~expenses ~~compensation. This~~approximate ~~standard~~their ~~states that compensation cost is measured at the grant date based on the~~ fair value because of the ~~award~~short ~~and~~maturity isof ~~recognized~~those ~~over the service period, which is usually the vesting period~~instruments. The Company ~~values stock-based compensation at the market price for the Company~~’s ~~common~~ ~~stock~~notes ~~and~~payable ~~other~~approximates ~~pertinent factors at~~ the ~~grant~~fair ~~date.~~value ~~During~~of ~~the~~such ~~three~~instruments ~~and~~as ~~nine months ended September 30, 2024 and 2023,~~ the ~~Company recorded~~notes ~~$186,865~~bear ~~and~~interest ~~$370,761~~rates ~~and~~that ~~$608,198~~are ~~and $625,133 respectively, in stock-based compensation expense. In addition, the Company recorded~~consistent ~~prepaid~~with ~~stock~~current ~~compensation~~market ~~of $42,403 and $496,022 at September 30, 2024 and December 31, 2023, respectively~~rates.

~~Fair~~The ~~Value~~Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of ~~Financial~~those ~~Instruments~~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 statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

The ~~Company~~following ~~adopted~~table ~~ASC~~classifies ~~820,~~the ~~“Fair Value~~Company’s ~~Measurements.”~~liability ~~ASC~~measured ~~820~~at ~~clarifies the definition of~~ fair value, ~~prescribes~~on ~~methods~~a ~~for~~recurring ~~measuring~~basis ~~fair~~into ~~value,~~the ~~and establishes a~~ fair value hierarchy toas ~~classify~~of ~~the~~March ~~inputs~~31, ~~used in measuring fair value as follows~~2025:

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Schedule of derivative liability
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.
Description		Level 1		Level 2		Level 3		Total
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.
	Derivative	$	—	$	—	$	330,653	$	330,653
	Total	$	—	$	—	$	330,653	$	330,653

The ~~carrying~~following ~~amount~~table ofclassifies the Company’s ~~financial assets and~~ ~~liabilities,~~liability ~~such~~measured asat ~~cash, prepaid expenses and accrued expenses approximate their~~ fair value ~~because~~on ofa ~~the~~recurring ~~short~~basis ~~maturity~~into ~~of those instruments. The Company’s notes payable approximates~~ the fair value ofhierarchy ~~such instruments~~ as ~~the~~of ~~notes~~December ~~bear~~31, ~~interest rates that are consistent with current market rates.~~2024:

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


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

~~The following table classifies the Company’s liability measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2024:~~7

Schedule of derivative liability
Description		Level 1		Level 2		Level 3		Total
	Derivative	$	—	$	—	$	181,313	$	181,313
	Total	$	—	$	—	$	181,313	$	181,313

Income taxes

~~The~~Income ~~following~~taxes ~~table~~are ~~classifies~~accounted for under the ~~Company’s~~asset and liability ~~measured~~method. atDeferred ~~fair~~tax ~~value~~assets onand aliabilities ~~recurring~~are ~~basis~~recognized ~~into~~for the ~~fair~~future ~~value~~tax ~~hierarchy~~consequences asattributable to differences between the financial statement carrying amounts of ~~December~~existing 31assets and liabilities and their respective tax bases and operating loss, ~~2023:~~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.

Description		Level 1		Level 2		Level 3		Total
	Derivative	$	—	$	—	$	217,177	$	217,177
	Total	$	—	$	—	$	217,177	$	217,177

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.

~~Income~~Net ~~states~~income 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 consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating (loss,) ~~capital~~per ~~loss~~common and tax credit carryforwards. Deferred tax assets and liabilities are measures using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expect to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.share

~~The~~Under ~~Company recognizes~~ the ~~effect~~provisions of ~~income~~ASC ~~tax~~260, ~~positions~~“Earnings ~~only~~per ifShare”, ~~those~~basic ~~positions~~loss ~~are~~per ~~more~~common ~~likely~~share ~~than~~is ~~not~~computed by dividing net loss available to common shareholders by the weighted average number of ~~being~~shares ~~sustained.~~of ~~Recognized~~common ~~income~~stock ~~tax~~outstanding ~~positions~~for ~~are~~the ~~measured~~periods atpresented. Diluted net loss per share reflects the ~~largest~~potential ~~amount~~ dilution that could isoccur ~~greater~~if ~~than~~securities ~~50%~~or ~~likely~~other ofcontracts ~~being~~to ~~realized.~~issue ~~Changes~~common instock ~~recognition~~were exercised or ~~measurement~~converted ~~are~~into ~~reflected~~common instock ~~the~~or ~~period~~resulted in ~~which~~ the ~~change~~issuance inof ~~judgment~~common ~~occurs.~~stock ~~The~~that ~~Company~~would ~~records~~then ~~interest~~share ~~and~~in ~~penalties~~the ~~related~~income toof ~~unrecognized~~the ~~tax~~Company, ~~benefits~~subject asto aanti-dilution ~~component~~limitations. ofThe ~~general~~following ~~and~~potential ~~administrative~~common ~~expenses.~~shares ~~The~~were ~~Company’s~~excluded ~~federal~~from ~~tax~~the ~~return~~calculation ~~and~~of ~~any~~diluted ~~state~~net ~~tax~~income ~~returns~~(loss) ~~are~~per ~~not~~share ~~currently~~available ~~under~~to ~~examination.~~common stockholders because their effect would have been antidilutive:


	Three months ended March 31,
	2025		2024
Warrants		4,950,000		3,750,000
Stock options		1,000,000		1,000,000
Common stock to be issued		5,855,261		10,490,354
Convertible notes payable		14,550,875		21,419,318
Preferred stock		50,012,000		50,012,000
Total		76,368,136		86,671,672

~~The~~Concentration 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~~credit 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.risks

~~Net~~The ~~income~~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 (~~loss~~FDIC). ~~per~~At ~~common~~times, cash ~~share~~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.

~~Under~~Segment 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:Reporting

Schedule of diluted net income (loss) per share available to common stockholders
	Nine months ended September 30,
	2024		2023
Warrants		3,750,000		—
Stock options		1,000,000		200,000
Convertible notes payable		3,620,522		17,138,953
Preferred stock		50,012,000		3
Total		58,382,522		17,338,956

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

~~Concentration~~Recently ofissued ~~credit~~accounting ~~risks~~pronouncements

The Company ~~maintains~~has ~~accounts~~implemented ~~with~~all ~~financial~~new ~~institutions.~~accounting ~~All~~pronouncements ~~cash~~that are in ~~checking~~effect. ~~accounts~~These ispronouncements ~~non-interest~~did ~~bearing~~not ~~and~~have isany ~~fully~~material ~~secured~~impact byon the ~~Federal~~consolidated ~~Deposit~~financial ~~Insurance~~statements ~~Corporation~~unless otherwise ~~(FDIC). At times~~disclosed, ~~cash~~ ~~balances~~and ~~may exceed~~ the ~~maximum~~Company ~~coverage~~does ~~provided~~not bybelieve ~~the~~that ~~FDIC~~there onare ~~insured~~any ~~depositor~~other ~~accounts.~~new ~~The~~accounting ~~Company~~pronouncements ~~believes~~that ithave ~~mitigates~~been ~~its~~issued that ~~risk~~might byhave ~~depositing~~a ~~its~~material ~~cash~~impact ~~and~~on ~~cash~~its ~~equivalents~~financial ~~with~~position ~~major~~or ~~financial~~results ~~institutions~~of operations.

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

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

~~NOTE~~Advertising 3costs –are ~~GOING~~accounted ~~CONCERN~~for in accordance with ASC 720-35, Advertising Costs, which requires that such costs be expensed as incurred unless they meet the criteria for capitalization. Prepaid advertising costs may be recorded as assets if payment is made in advance of the advertisement and the benefit is expected to be realized in a future period.

The Company’s ~~consolidated~~had ~~financial statements~~$0 ~~have~~and ~~been prepared on a going concern basis~~$50,000 ~~which~~of ~~assumes~~prepaid ~~that~~advertising ~~the~~as ~~Company will be able to realize its assets and discharge its liabilities and commitments in the normal course~~ of ~~business for~~ the three ~~foreseeable~~months ~~future.~~ending ~~The~~March ~~Company~~31, ~~has~~2025 ~~just begun generating revenue~~ and ~~does~~2024, ~~not yet have sufficient revenue to cover its operating expenses~~respectively. ~~These~~Advertising ~~factors~~expense ~~raise~~was ~~substantial~~$16,554 ~~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$55,394 ~~obtain~~for the ~~necessary~~three ~~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~~ending ~~increased revenue and private placement loans or institutional investors. While the Company believes~~March ~~that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations~~31, ~~meet regulatory~~2025 ~~requirements~~ and ~~achieve commercial goals~~2024, ~~there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations~~respectively.

~~The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.~~8

NOTE 43 – ~~COMMITMENTS~~GOING ~~AND CONTINGENCIES~~CONCERN

~~During~~The Company’s 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 ~~may~~does benot ~~exposed~~yet have sufficient revenue to ~~litigation~~cover its operating expenses. ~~When~~These factors raise substantial doubt about the Company’s ~~becomes~~ability ~~aware~~to continue ofas ~~potential~~a ~~litigation,~~going itconcern. ~~evaluates~~The ~~the~~ability ~~merits~~to ofcontinue ~~the~~as ~~case~~a going concern is dependent upon generating profitable operations in ~~accordance~~the ~~with~~future ~~ASC~~and/or ~~450,~~to ~~Contingencies.~~obtain ~~The~~the necessary financing to meet the Company’s ~~evaluates~~obligations and repay its ~~exposure~~liabilities toarising ~~the~~from normal ~~matter,~~business ~~possible~~operations ~~legal~~when orthey ~~settlement~~come ~~strategies~~due. ~~and~~Management intends to finance operating costs over the next twelve months with ~~likelihood~~increased ofrevenue anand ~~unfavorable~~private ~~outcome~~placement loans or institutional investors. IfHowever, the Company ~~determines~~is ~~that~~in the process of filing an ~~unfavorable~~S-1 ~~outcome~~to give isit ~~probable~~the ~~and~~ability ~~can~~to beraise ~~reasonably~~funds ~~estimated, it~~through ~~establishes~~sale of stock. While the ~~necessary~~Company ~~accruals.~~believes Asthat ofit ~~September~~will ~~30,~~be ~~2024~~successful in obtaining the necessary financing and ~~December~~generating ~~31,~~revenue ~~2023,~~to fund the Company’s isoperations, ~~not~~meet ~~aware~~regulatory ofrequirements ~~any~~and ~~contingent liabilities~~achieve ~~related~~commercial togoals, ~~potential~~there ~~litigation~~are no assurances that ~~should~~such additional funding will be ~~reflected~~achieved inand that the ~~consolidated~~Company ~~financial~~will ~~statements~~succeed in its future operations.

InThe ~~December~~consolidated ~~2021,~~financial ~~the~~statements ~~Company~~of ~~entered into an agreement to operate~~ the ~~wells on the Alvey Oil Field. Under this agreement, the~~ Company ~~owes a contingent amount based upon a 18.75%~~ ofdo ~~the~~not ~~Working~~include ~~Interest less~~ any ~~rework~~adjustments ~~and~~that ~~production~~may ~~costs~~result to the Estate of Danny Hyde (“EDH) the former owner of the operator of record for the Alvey Oil Field. The rework costs incurred by the Company to date have been over $2 million so it is not anticipated any contingent payments will be made to EDH in 2024. In addition, the Company owes 20% of gross sales less severance tax to the landowners. At the same time of this agreement, the Company purchased $450,000 of equipment from the ~~entity~~outcome ~~formerly owned by Danny Hyde. The Company is still evaluating the allocation~~ of ~~that~~these ~~purchase price to various assets acquired and potential liabilities assumed~~uncertainties. ~~The final allocation may be different than the current presentation.~~

AsNOTE of4 ~~November~~– ~~14,~~COMMITMENTS ~~2024,~~AND CETI is in conversations with various parties to spinoff the assets related to the Alvey Oil Field operations. These assets total $3,496,275 as of September 30, 2024. While CETI has not agreed to the terms of the spinoff, it is uncertain the amount CETI will receive for these assets. When the terms of any agreement are reached, CETI will make an adjustment at that time.CONTINGENCIES

InDuring ~~October~~the ~~2024~~normal course of business, ~~CETI~~the ~~decided~~Company may ~~not~~be exposed to ~~move~~litigation. ~~forward with~~When the ~~purchase~~Company becomes aware of apotential ~~salt~~litigation, ~~water~~it ~~disposal~~evaluates ~~facility~~the merits of the case in ~~Oklahoma~~accordance with ASC 450, Contingencies. The ~~owner~~Company ~~still~~evaluates ~~owes~~its ~~CETI~~exposure ~~approximately~~to ~~$11~~the matter,~~000~~ ~~for~~possible alegal ~~load~~or ofsettlement ~~oil~~strategies ~~shipped~~and the ~~generated~~likelihood byof ~~CETI~~an ~~during~~unfavorable outcome. If the ~~due~~Company ~~diligence~~determines ~~period~~that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. In ~~addition~~April 2025, ~~CETI~~the ~~has~~Company ~~approximately~~received ~~$89,000~~notice ~~worth~~of litigation regarding its potential purchase of ~~inventory~~a salt ~~still~~water ondisposal ~~the~~facility ~~property~~in 2024 that it decided not to pursue. ~~CETI~~ The outcome of this litigation is inundetermined ~~discussions~~at ~~with~~this time but the Company ~~owner~~believes tothat ~~determine~~its ~~compensation~~counterclaims will exceed whatever the plaintiff is asking for ~~these~~therefore ~~amounts~~no accrual has been made as of March 31, 2025.

8In December 2021, the Company entered into an agreement to operate the wells on the Alvey Oil Field. Under this agreement, the Company owes a contingent amount based upon 18.75% of the Working Interest less any rework and production costs to the Estate of Danny Hyde (“EDH) the former owner of the operator of record for the Alvey Oil Field. The rework costs incurred by the Company to date have been over $1 million so it is not anticipated any contingent payments will be made to EDH in 2025. In addition, the Company owes 20% of gross sales less severance tax to the landowners. At the same time of this agreement, the Company purchased $450,000 of equipment from the entity formerly owned by Danny Hyde. The Company is still evaluating the allocation of that purchase price to various assets acquired and potential liabilities assumed. The final allocation may be different than the current presentation.

~~NOTE~~In February 2022 and February 2023, CETI 5entered –into ~~PROPERTY~~agreements ~~AND~~with ~~EQUIPMENT~~two different investors offering them a stock guarantee on share price within a three-year period of time. The first investor’s shares in February 2022, came due in February 2025 and CETI entered into an agreement to pay cash and shares to satisfy that guarantee. For the second investor, the Company accrued a liability as of March 31, 2025 and December 31, 2024 for the difference between the share price on those dates and the guaranteed share price. The guarantees are presented as Contingent liabilities of $177,500 and $437,500 at March 31, 2025 and December 31, 2024, respectively. No provision was made in prior years.

AsOn December 9, 2024, CETI entered into an agreement with a company to provide consulting services to obtain funding of ~~September~~at 30least $25 million or more to fund CETI’s projects in the Middle East. The compensation under this agreement was $65,000 ~~2024~~plus ~~and~~0.5% ~~December~~of 31any monies raised. As of May 15, ~~2023~~2025, ~~property~~no money has been raised but ~~and~~it ~~equipment~~is ~~consisted~~anticipated ofthese monies will be raised during the ~~following:~~second Quarter of 2025.

Schedule of property and equipment
	September 30, 2024		December 31, 2023		Useful Lives
Equipment	$	683,964	$	432,558	5 to 20 years
Vehicles		6,000		6,000	5 to 15 years
Property and equipment, net	$	689,964	$	438,558	—

On December 21, 2024, CETI entered into a Financial Consulting Engagement Agreement (FCEA) to provide consulting services and identify potential sources of private and/or public financing of up to 50 million in British pound sterling. The retainer fee was $35,000 and the success fee is 5% of the total money raised, payable at 1% per year for five years. As of May 15, 2025, no money has been raised but it is anticipated these monies will be raised during the second Quarter of 2025.

~~No assets were placed in service for continuing operations under either period so there is no depreciation expense.~~9

NOTE 65 – ~~INTANGIBLE~~PROPERTY ~~ASSETS~~AND EQUIPMENT

~~The~~As ~~intangible assets consist~~ of ~~exclusive~~March licenses for United States distribution obtained by the Company from KAM Biotechnology Ltd (“KAM”) in May 2023 and the agreement has a term of ten years. The asset is stated at the fair value of $75831,~~501, less~~ ~~amortization~~2025 ~~from May to December of $50,567, for a net of $707,934. In October 2023, CETI signed an additional agreement with KAM for secured worldwide rights to most the licenses over a ten-year period of time~~ and outright purchase of one license. CETI gave KAM 1,000,000 share of common stock which were valued at $0.37/share at the date of the transaction for a total of $370,000, less amortization from October to December ~~of $7,708, for a net of $362,292. This, combined with the initial license acquisition, resulted in a total intangible assets net balance of $1,070,226 as of December~~ 31, ~~2023. For the three and nine months ended September 30,~~ 2024, ~~there was a total of amortization of intangible assets~~property ~~of $28,213~~ and ~~$84,638, respectively,~~ ~~resulting~~equipment inconsisted ~~a total intangible assets net balance~~ of ~~$985,589~~the ~~at September 30, 2024.~~following:

Future Amortization Schedule over next five years:

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

Schedule of future amortization
Balance	Accumulated Amortization	Net Carrying Amount
September 30, 2024	142,913	985,589
December 31, 2024	171,125	957,376
December 31, 2025	283,975	844,526
December 31, 2026	396,825	731,676
December 31, 2027	509,675	618,826
December 31, 2028	622,526	505,976

There was $1,965 of depreciation expense recorded as of March 31, 2025. No depreciation expense was taken as of December 31, 2024.

~~And~~NOTE ~~thereafter~~6 at– ~~$112,850~~INTANGIBLE ~~a year in amortization expense for the next four years and $54,576 in 2033 at which time the net carrying amount will be reduced to zero.~~ ASSETS

9The intangible assets consist of exclusive licenses for United States distribution obtained by the Company from KAM Biotechnology Ltd (“KAM”) in May 2023 and the agreement has a term of ten years. The asset is stated at the fair value of $758,501, less amortization from May to December of $50,567, for a net of $707,934. In October 2023, CETI signed an additional agreement with KAM for secured worldwide rights to most the licenses over a ten-year period of time and outright purchase of one license. CETI gave KAM 1,000,000 shares of common stock which were valued at $0.37/share at the date of the transaction for a total of $370,000, less amortization from October to December of $7,708, for a net of $362,292. This, combined with the initial license acquisition, resulted in a total Intangible assets net balance of $1,070,226 as of December 31, 2023. For the year ending December 31, 2024, there was a total amortization of intangible assets of $112,850 resulting in net tangible asset balance of $957,377 at December 31, 2024. However, during 2024, KAM was declared insolvent. While intellectual property acquired by the Company still has value to CETI, it was decided to take the conservative approach and write off the rest of the value of $957,377 as of December 31, 2024. As such, there is no intangible assets recorded as of March 31, 2025 and December 31, 2024.

NOTE 7 – DEBT

Schedule of debt
	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Note payables	$	177,500		$	100,000
Notes payable	$	320,209		$	188,061
Loan payable – related party		153,989			153,989
Note payable – related party		153,989			153,989
Convertible notes payable		12,~~727~~591,~~650~~277			2,~~810~~262,~~250~~263
Convertible notes payable – related party		22,000			22,000
		2,081,139			3,086,239
		3,087,475			2,626,313
Debt discount		(~~105~~185,~~679~~958	)		(~~161~~327,~~011~~056	)
		1,975,460			2,925,228
		2,901,517			2,299,257
Less current portion		~~428~~1,~~819~~462,786			~~154~~1,~~154~~171,636
Long term portion	$	1,~~546~~438,~~641~~731		$	21,~~771~~127,~~074~~621

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~~	Amount
	2024		523,150
	2025		$	920,475
	2025		1,557,989
	2026			1,392,000
		$	2,081,139
	2027			775,000
			$	3,087,475

Notes payable

AtIn February 2021, the Company purchased certain oil and gas production equipment in the Alvey Oil Field. The total purchase price was $450,000 ($389,046 after discount). As of December 31, ~~2022~~2024, the Company had arepaid ~~note~~$106,500 ~~payable~~leaving to a ~~shareholder~~balance ~~for~~of $~~100~~343,~~000~~500 which ~~along~~is ~~with~~included ~~interest~~in the liabilities of ~~$10,000~~discontinued operations. ~~Repayment~~The ~~was~~remaining amount due inwas ~~January~~to ~~2023~~be paid in installments. ~~The~~However, ~~shareholder~~no ~~decided~~further topayments ~~take~~have been made as the parties are discussing ~~$50,000~~the inamount ~~cash~~due ~~and~~the ~~converted~~Company for operational expenses which exceed the ~~remaining~~amount ~~$60,000~~the Company owes to ~~common~~the ~~stock~~Estate of Danny Hyde, the creditor. No resolution has been determined as of March 31, 2025.

~~At December 31, 2022, the Company had a note payable to a related party for $15,000 with an interest rate of 7%. This loan was paid off in January 2023.~~10

In ~~May~~December 2023, the Company ~~acquired~~borrowed ~~certain~~$100,000 from ~~intellectual~~an individual with $90,000 and ~~property~~$100,000 outstanding ~~rights~~as ~~from~~of ~~KAM~~March ~~Biotechnology~~31, 2025 and December 31, 2024, respectively. ~~The~~This ~~total~~loan ~~acquisition~~does ~~price~~not ~~was~~have an expiration date and accrues interest at $~~800~~250 day,~~000~~ (of which $~~758~~50 will be paid in cash and $200 in stock at $0.15 a share,~~501~~ ~~after~~when ~~discount)~~paid plus an additional $7,500 in cash. AsAccrued ofinterest ~~December~~was 31$16,125 ~~2023~~and $20,625 ~~the Company~~at ~~has~~March ~~repaid~~31, ~~the~~2025 ~~full~~and ~~balance~~December 31, 2024, respectively.

In ~~June~~September 2023, ~~the~~a ~~Company had~~related aparty ~~loan~~issued ~~payable~~a loan to anthe ~~individual~~Company for ~~$100,000~~a ~~which~~total ~~was~~amount ~~repaid in full with interest~~ of $22153,~~718~~989. The innet ~~September~~after ~~2023.~~discount Inwas ~~December 2023~~$148,716 ~~the~~and ~~Company borrowed~~ $~~100~~145,~~000~~712 at ~~from~~March ~~the~~31, ~~same~~2025 ~~individual~~ and ~~it was outstanding as of~~ December 31, ~~2023.~~2024, ~~This~~respectively, ~~loan~~with ~~does~~a ~~not~~discount ~~have~~of ~~an expiration~~$5,274 ~~date~~ and ~~accrues interest~~ $8,277 at ~~$250~~March ~~day~~31, of2025 ~~which~~and ~~$50~~December ~~will~~31, be2024, ~~paid~~respectively. inThe ~~cash~~loan ~~and~~incurs ~~$200~~interest ~~in stock~~ at $012.155% and ais ~~share,~~due ~~when~~in ~~paid~~September ~~plus~~of ~~an additional $7,500 in cash~~2025. InAccrued ~~June~~interest ~~2024~~was $3,792 ~~this~~and ~~individual lent another~~ $405,~~000.~~687 ~~This~~at ~~loan~~March ~~was~~31, ~~paid~~2025 ~~off~~and inDecember ~~the 3rd quarter 2024 including~~31, $32024,~~000~~ ~~in interest~~respectively.

In ~~September~~March ~~2023~~2024, ~~a related~~the ~~party~~Company ~~issued~~had atwo ~~loan~~ loans payable to an ~~the~~individual. ~~Company~~One ~~for~~loan awas ~~total amount~~paid off in December 2024 and the other of $~~153~~40,~~989~~000 ~~($130,074~~was ~~after~~still ~~discount~~due at December 31, ~~2023)~~2024 and paid off in January 2025. ~~The~~Each loan isaccrued interest at ~~12.5%~~$125 ~~and~~a isday, ~~due~~and in$10,000 ~~September~~and $6,500 of ~~2025.~~interest Atwas ~~September 30,~~paid ~~2024,~~as ~~the~~of ~~net~~March ~~after~~31, ~~discount~~2025 isand ~~$142~~December 31,~~641~~ 2024, respectively.

In ~~March~~February ~~2024~~2025, ~~the~~an ~~Company~~investor ~~borrowed~~made a ~~total~~short-term ~~of $90,000~~loan ~~from~~to ~~an individual which consisted of two loans. During~~ the ~~third~~Company ~~quarter,~~for $40200,000 ~~of principal was paid reducing the total at September 30, 2024 to $50,000~~. The ~~total interest paid as of September 30, 2024 was $6,500. The remaining~~ loan ~~has~~is nonon-interest ~~expiration~~bearing ~~date~~ and ~~accrues interest~~due atwithin ~~the~~four ~~rate of $125 a day~~months.

10At March 31, 2025 and December 31, 2024, the Company had drawn down $30,209 and $48,061, respectively, against a line of credit that provides a maximum borrowings of $55,000, and incurs interest at 5.99%.

Convertible notes payable

In 2020, the Company executed a convertible note payable with a related party for $25,000 that is unsecured, non-interest bearing and convertible into shares of common stock at $0.001 per share. In 2023, $3,000 of this note was converted ~~its loan~~ into 3,000,000 shares of common stock. The note matured on September 23, 2020 and is in default.

During the year ended December 31, 2022, the Company received $1,461,000 from the issuance of thirty-two separate convertible notes payable. During 2023, $1,075,000 worth of notes payable were converted into common stock and $311,000 were repaid in ~~2023~~cash. The remaining $~~386~~75,000 worth of notes payable ~~bear~~bore interest at 8% and ~~are~~ were convertible into common stock at a range of $0.10 to $0.25 a share. These notes had a two-year maturity date when issued~~. As of June 30~~, ~~2024~~ and ~~December~~were ~~31,~~converted ~~2023,~~into ~~the~~shares ~~balance~~of ~~remaining~~common onstock ~~these notes issued~~ in ~~December~~Q3 ~~2022~~of ~~was $75,000~~2024.

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

During 2024, the ~~year~~ ~~ended~~Company ~~December~~raised 31a net of $2,582,650 in convertible notes payable. The terms were the same as the convertible notes payable issued in 2023, with the ~~Company~~exception ~~converted~~of eight notes – six for a total of $1750,~~178,787~~000 and two for a total of ~~convertible~~$173,650. For the notes ~~payable~~totaling $750,000, $150,000 of ~~plus~~these ~~accrued~~notes bear interest, at 10% and were payable at maturity of September 2024. The notes are convertible into common stock at issuer’s option beginning thirty 10days after issuance at $0.35 share. In addition,~~830,890~~ ~~shares~~a total of 150,000 common ~~stock~~shares were issued in April 2024 as additional loan incentive. AsFor $300,000 of ~~December~~these 31notes, ~~2023~~the interest rate was 9% with varying maturities in 2026 plus a total of 300,000 warrants 8priced at $0.80/share. The remaining $300,~~110,690~~000 of ~~common~~these ~~shares~~notes ~~remain~~were ~~unissued~~at 10% interest with varying maturities in 2025 and 2026. ~~Also~~For the notes totaling $173,650, these asnotes ofbear interest at 8% and are paid back in installments which began on October 30, 2024 and December 3130, ~~2023~~2024, respectively. The first note was paid off in February 2025 and the second note had one payment remaining for $212,~~810~~236 as of March 31,~~250~~ 2025 and was paid off in April 2025. Both notes had an option beginning six months after issuance to be converted into ~~worth~~common stock at a 35% discount off of the lowest price for the ten preceding trading days. The total convertible notes payable, ~~remain~~net ~~outstanding~~were $2,410,592 and $1,943,484 as of March 31, 2025 and December 31, 2024, respectively.

During ~~the first nine months of~~ 2024, the Company ~~raised~~ aconverted ~~net of~~ $13,~~659~~673,~~000 in convertible notes payable. The terms were the same as the convertible notes payable issued in during 2023~~037 ~~with the exception~~ of ~~four~~convertible notes ~~– two for a total of $150~~payable,~~000~~ and ~~two~~accrued ~~for a total of $173~~interest,~~650.~~ ~~For~~into ~~the notes totaling $150~~28,~~000~~170, ~~these~~065 ~~notes~~shares ~~bear interest at 10% and were payable at maturity~~ of ~~September 2024. The notes are convertible into~~ common stock. atAs ~~issuer’s option~~of ~~beginning~~December ~~thirty~~31, ~~days after issuance at $0.35 share. In addition~~2024, ~~a total of 150~~1,~~000~~954,250 common shares ~~were~~remain ~~issued~~unissued. inAlso, ~~April 2024~~ as ~~additional~~ ~~loan~~of ~~incentive.~~December ~~For~~31, ~~the~~2024, ~~notes totaling~~ $~~173~~2,~~650~~262,263 ~~these~~worth ~~notes~~of ~~bear~~convertible ~~interest~~notes atpayable 8%remain ~~and~~outstanding ~~are~~consisting ~~paid~~of short-term ~~back~~convertible innotes ~~installments~~payable ~~beginning on~~of ~~October 30~~$815,863 ~~2024~~(net ~~and~~of ~~December~~discount ~~30,~~of ~~2024~~$24,400) ~~respectively.~~and ~~Both~~long-term convertible notes ~~have~~payable anof ~~option~~$1,127,621 ~~beginning six months after issuance to be converted~~(net ~~into~~of ~~common stock at a 35%~~ discount ~~off~~ of ~~the lowest price for the ten preceding trading days~~$294,379).

During the ~~nine~~ ~~months~~first ~~ended~~quarter ~~September~~of 302025, ~~2024,~~ the Company raised ~~converted~~ $2940,~~768,380~~500 ofin convertible notes payable,. ~~plus~~All ~~accrued~~but one of these notes bear interest~~, into 23,495,801~~ ~~shares~~at of8% ~~common~~per annum and are convertible into common stock at $0.20 Asa ofshare ~~September~~within ~~30,~~the ~~2024,~~next 3two years. One note for $93,~~620~~150,~~522~~ ~~common~~it ~~shares~~bears ~~remain~~interest ~~unissued.~~at ~~Also,~~8% asand ofis ~~September~~payable ~~30,~~in ~~2024,~~installments beginning ~~$1,749,630~~in ~~worth~~July 2025. This note has an option beginning six months after issuance to be converted into common stock at a 35% discount off of ~~convertible~~the lowest ~~notes~~price ~~payable~~for ~~remain~~the ~~outstanding~~ten preceding trading days.

~~NOTE~~All 8notes –payable ~~DERIVATIVE~~and ~~FINANCIAL~~convertible ~~INSTRUMENTS~~notes payable are unsecured.

~~Embedded derivatives~~ 11

~~The~~NOTE ~~Company’s~~8 ~~convertible~~– ~~promissory~~DERIVATIVE ~~notes~~FINANCIAL 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.INSTRUMENTS

~~The~~Embedded following tables summarize the components of the Company’s derivative liabilities and linked common shares as of September 30, 2024 and December 31, 2023 and the amounts that were reflected in income related to derivatives ~~for the period ended:~~

Schedule of derivative liabilities
	September 30, 2024
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		970,351	$	181,313
Total		970,351	$	181,313

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.

	December 31, 2023
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		878,836	$	217,177
Total		878,836	$	217,177

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

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

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three and nine months ended September 30, 2024 and 2023:


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

Schedule of changes in gain loss fair values of the derivative financial instruments
	For the Three Months Ended
	September 30, 2024		September 30, 2023
Embedded derivatives	$	38,747	$	35,172
Loss on issuance of derivative		—		(13,513	)
Total gain (loss)	$	38,747	$	21,659

	For the Nine Months Ended
Schedule of changes in gain loss fair values of the derivative financial instruments
	September 30, 2024			September 30, 2023
	For the Three Months Ended
Embedded derivatives	$	20,367		$	84,564
	March 31, 2025			March 31, 2024
Loss on issuance of derivative		(109,043	)		(100,371	)
Embedded derivatives	$	(202,710	)	$	24,516
Total gain (loss)	$	(88,676	)	$	(15,807	)
Loss on issuance of derivative		(17,676	)		—
Total gain (loss)	$	(220,386	)	$	24,516

Current accounting principles that are provided in in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and ~~carried~~ 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 ~~Binomial~~Monte ~~Lattice~~ 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 April 26,2024 Note			Inception Date June 21, 2024 Note
	Inception Date				Inception Date
Quoted market price on valuation date	$	0.193		$	0.30		$	0.272
	April 26, 2024 Note				June 21, 2024 Note
Effective contractual conversion rates	$	0.104		$	0.176		$	0.179
Quoted market price on valuation date	$	0.193			$	0.30
Contractual term to maturity		1 year			1 year			0.41 - 0.58 years
Effective contractual conversion rates	$	0.104			$	0.176
Market volatility:
Contractual term to maturity		1 year				1 year
Volatility		213.68%-298.84	%		239.77%-465.49	%		173.54%-349.06	%
Market volatility:
Risk-adjusted interest rate		5.31	%		5.20	%		4.07	%
Volatility		213.68%-298.84	%			239.77%-465.49	%
Risk-adjusted interest rate		5.31	%			5.20	%

~~The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of September 30, 2024 and December 31, 2023.~~12

Schedule of fair value assumptions
	Inception Date			Inception Date			Year Ended
	Period Ended September 30, 2024			Year Ended December 31, 2023
	October 10, 2024 Note			November 7, 2024 Note			December 31, 2024
Balances at beginning of period	$	217,177		$	—
Quoted market price on valuation date	$	0.231		$	0.253		$	0.23
Issuances:
Effective contractual conversion rates	$	0.200		$	0.200			0.1495- 0.20
Embedded derivatives		249,042			355,305
Contractual term to maturity		2 years			3 years			0.16 – 2.85 years
Conversions		(264,539	)		(49,248	)
Market volatility:
Changes in fair value inputs and assumptions reflected in income		(20,367	)		(88,880	)
Volatility		177.44%-452.93	%		179.09%-453.59	%		117.27%-433.33%
Balances at end of period	$	181,313		$	217,177
Risk-adjusted interest rate		9	%		9	%		9-12%


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

~~NOTE~~The 9following –table ~~RELATED~~reflects ~~PARTY~~the ~~TRANSACTIONS~~issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of March 31, 2025 and December 31, 2024.

At September 30, 2024 and December 31, 2023, the Company had a convertible note payable for $22,000 with a related party. The note is unsecured, non-interest bearing and is convertible into shares of common stock at $0.001.

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

AtNOTE ~~December~~9 ~~31,~~– ~~2023,~~RELATED ~~the~~PARTY ~~Company had accounts payable to various related parties for a total of $80,991.~~TRANSACTIONS

At March 31, 2025 and December 31, ~~2022~~2024, the Company had a convertible note payable of for $1522,000 towith a related party. The note ~~was~~is ~~secured~~unsecured, ~~by the F~~non-~~150~~interest ~~truck~~bearing and ~~bore~~is ~~interest~~convertible into shares of ~~7%.~~common ~~This~~stock ~~was~~at ~~paid back in February 2023~~$0.001.

InAt March ~~September 2023~~31, a2025 ~~related~~and ~~party~~December ~~loaned~~31, ~~$153~~2024,~~989 to~~ ~~CETI. The loan is due in two years and has interest only payments at 12.5%. The first six months interest was paid at time of closing and has been amortized over~~ the ~~six-month~~Company ~~period~~had ofaccounts ~~time.~~payable ~~Closing~~to ~~costs~~various ~~are~~related ~~being~~parties ~~amortized~~for ~~over the 24-month period of the loan resulting in~~ a ~~discounted~~total ~~balance~~ of $~~142~~175,~~643~~ 483 and $~~153~~137,~~989 at September 30~~690, ~~2024 and December 31, 2023,~~ respectively.

~~During~~In ~~periods~~September ~~ended~~2023, ~~September~~a 30related party loaned $153,989 to ~~2024~~CETI. The loan is due in two years and ~~December 31,~~has ~~2023,~~interest ~~the~~only ~~Company~~payments ~~paid~~at ~~various~~12.5%. ~~related~~The ~~parties~~first ~~for~~six ~~consulting~~months ~~services~~interest inplus ~~the~~closing ~~amounts~~costs were paid at time of ~~$110,100~~closing. The closing costs and ~~$588,308,~~interest ~~respectively.~~are ~~For the~~being ~~periods~~amortized ~~ended~~over ~~September~~a ~~30,~~six ~~2024~~month and ~~December~~twenty-four 31month period of time, ~~2023~~respectively. This resulted in expenses of $3,003 and $3015,~~000~~638 and a net balance of $~~120~~148,~~836,~~716 ~~respectively~~(discount $5,274) ofand ~~the~~$145,712 ~~consulting~~(discount ~~fees~~$8,277) ~~were~~at ~~capitalized~~March in31, ~~property~~2025 and ~~equipment~~December ~~under~~31, ~~well~~2024, ~~development costs~~respectively.

AtDuring ~~September~~periods 30ended March 31, 2025 and 2024, the Company ~~had~~paid ~~accounts payable to~~ various related parties for aconsulting ~~total~~services in the amounts of $~~135~~127,~~708~~875 and $106,250, respectively. For the periods ended March 31, 2025 and 2024, $0 and $15,000, respectively, of the consulting fees were capitalized in property and equipment under well development costs.

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

~~NOTE 10 – PREFERRED STOCK~~13

~~Series~~NOTE A10 ~~Convertible~~– ~~Preferred~~PREFERRED ~~Stock~~STOCK

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

~~During~~The ~~2023~~Company previously designated 200,000 ~~the~~shares ~~Company~~of Preferred ~~changed~~Stock ~~the~~as ~~terms~~Series ~~this~~A ~~series of~~Convertible ~~stock~~Preferred Stock and had issued 200,000 shares. Voting Rights had been established whereby one (1) share of Series A Convertible Preferred, ~~after~~Stock ahas ~~minimum~~ten ~~two-year~~(10) ~~holding~~equivalent ~~period,~~votes ~~can~~of bestockholders ~~converted into three thousand (3,000) shares~~ of the Company’'s common stock ~~and~~for ~~has~~an ~~the~~aggregate of ~~same~~10 ~~equivalent~~votes. ~~voting~~Each ~~rights.~~share Inof ~~October~~Series ~~2023,~~A ~~the~~Convertible ~~three~~Preferred ~~top shareholders~~Stock ~~cancelled~~previously ~~50,000,000~~was ~~common~~convertible into ten (10) shares of the Company's common stock. ~~and~~In ~~were~~event ~~issued~~of 16the liquidation of the Company,~~667~~ ~~shares~~the shareholders of Series A Convertible Preferred Stock. Aswould ~~of September~~have ~~30,~~preference ~~2024~~over the ~~and December~~shareholders ~~31,~~of ~~2023,~~the ~~there~~Company's ~~are~~common ~~16,671~~stock ~~shares~~and ofall ~~Series~~other Aseries ~~Convertible~~of ~~Stock~~Preferred ~~issued and outstanding~~Stock.

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

~~The Company previously designated 85,000 shares of Preferred Stock as~~ Series B Convertible Preferred Stock and had issued 67,448 shares. Holders of Series B Convertible Preferred Stock had no voting Rights. Each share of Series B Preferred Stock previously was convertible into one (1) share of the Company's Common Stock. In event of the liquidation of the Company, the shareholders of Series B Convertible Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock except for the shareholders of Series A Convertible Preferred Stock. As of September 30, 2024 and December 31, 2023, there is 1 one share of Series B Convertible Stock issued an outstanding.

The Company previously designated 85,000 shares of Preferred Stock as Series CB ~~Non-~~Convertible Preferred Stock and had issued 67,448 shares. Holders of Series B Convertible Preferred Stock had no voting Rights. Each share of Series B Preferred Stock previously was convertible into one (1) share of the Company's Common Stock. In event of the liquidation of the Company, the shareholders of Series B Convertible Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock except for the shareholders of Series A Convertible Preferred Stock. As of March 31, 2025 and December 31, 2024, there is one 1 share of Series B Convertible Stock issued an outstanding.

~~The Company previously designated 50,000 shares of Preferred Stock as~~ Series C Non-Convertible Preferred Stock and had issued all 50,000 shares. Holders of Series C Non-Convertible Preferred Stock have 1,600 shares of voting Rights per share. Series C Non-Convertible Preferred Stock is not convertible into any of the Company's Common Stock or other Series of Preferred Stock. In event of the liquidation of the Company, the shareholders of Series C Non-Convertible Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock except for the shareholders of Series A and Series B Convertible Preferred Stock. As of September 30, 2024 and December 31, 2023, there is 0.5 one-half share of Series C Convertible Stock issued an outstanding.

13The Company previously designated 50,000 shares of Preferred Stock as Series C Non-Convertible Preferred Stock and had issued all 50,000 shares. Holders of Series C Non-Convertible Preferred Stock have 1,600 shares of voting Rights per share. Series C Non-Convertible Preferred Stock is not convertible into any of the Company's Common Stock or other Series of Preferred Stock. In event of the liquidation of the Company, the shareholders of Series C Non-Convertible Preferred Stock would have preference over the shareholders of the Company's Common Stock and all other series of Preferred Stock except for the shareholders of Series A and Series B Convertible Preferred Stock. As of March 31, 2025 and December 31, 2024, there is one-half 0.5 share of Series C Convertible Stock issued an outstanding.

Special 2020 Series A Preferred

The Company has one share of preferred stock designated as Special 2020 Series A Preferred, par value $0.0001. The holder for the Special 2020 Series A Preferred shall vote with the holders of both preferred and common stockholders as a single class. The holder is entitled to 60% of all votes. The one share of Series A is convertible into 150,000,000 shares of common stock at any time and is not entitled to dividends. The Company purchased that one series A preferred share for $66,400. This share is now recorded as a Treasury stock. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there is 1 share of Special 2020 Series A Preferred issued and 01 outstanding.

~~NOTE 11 – STOCK OPTIONS AND WARRANTS~~14

InNOTE ~~connection~~11 ~~with~~– aSTOCK ~~consulting~~OPTIONS ~~agreement~~AND dated March 7, 2022, the Company issued 200,000 options at an exercise price of $0.58 per share. These options vest one-fourth each six months over a period of two years and had a term of three years. The grant date fair value was $55,966. The Company recorded compensation expense in the amount of $18,318 for December 31, 2022 and, as of that date, there was $37,648 of total unrecognized compensation cost related to non-vested portion of options granted. In addition, there were 200,000 options outstanding, of which 100,000 and 50,000 were exercisable as December 31, 2022 with a weighted average remaining term of 1.31 years.WARRANTS

OnIn ~~June~~connection 3with a consulting agreement dated March 7, ~~2023~~2022, the Company ~~canceled~~issued ~~the consultant’s~~ 200,000 ~~Options,~~options at an exercise price of ~~which~~$0.58 ~~150,000~~per ~~vested~~share. asThese options vest one-fourth each six months over a period of ~~the~~two ~~cancellation~~years ~~date.~~and Onhad ~~the~~a ~~same~~term of three years. The grant date fair value was $55,966. ~~the~~The Company ~~agreed~~recorded tocompensation ~~issue~~expense in 1the amount of $18,~~000~~318 for December 31,~~000~~ ~~replacement options~~2022 ~~with~~and, aas ~~vesting~~of that date, ofthere ~~June~~was 3$37,648 ~~2023~~of total unrecognized compensation cost related to non-vested portion of options granted. ~~The~~In ~~Company~~addition, ~~interprets~~there ~~this~~were as200,000 ~~concurrent~~options ~~replacement~~outstanding, of ~~award~~which 100,000 and 50,000 were exercisable as ~~such~~December 31, ~~will~~2022 ~~account~~with ~~for it~~a asweighted aaverage ~~modification~~remaining term of 1.31 years.

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

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

The following table summarizes the accounting effects of the modification:

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

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

Schedule of significant inputs and results in options
Quoted market price on valuation date	$	0.3480
Exercise price	$	0.3600
Expected life (in years)		1.50 Years
Equivalent volatility		32.88	%
Interest rates		4.50	%

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

Stock option activity for the nine months ended September 30, 2024 is summarized as follows:


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

Equivalent volatility		32.88	%
Interest rates		4.50	%

Schedule of stock option activity
		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
	Options outstanding December 31, 2023		1,000,000	$	0.3600		1.01
	Issued		—		—		—
	Exercised		—		—		—
	Cancelled		—		—		—
	Options outstanding September 30, 2024		1,000,000		0.3600		0.17
	Options exercisable September 30, 2024		1,000,000	$	0.3600		0.17

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

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

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

14In connection with a different consulting agreement dated March 1, 2023, the Company initially agreed to pay 2,000,000 shares of common stock, along with a monthly consulting fee. This common stock was valued at $0.42 on the date of the agreement and was amortized equally over the six-month agreement. On July 1, 2023, the Company and consultant decided to amend the agreement so that the consultant would receive 3,250,000 warrants valued at $0.001 in replacement for the stock and extend the agreement until June 30, 2024. The agreement was amended again on September 15, 2023 resulting in an additional 500,000 warrants being issued and the agreement extended until September 15, 2024. This resulted in an additional $602,179 in consulting expenses which will be equally amortized over the following twelve months. The agreement was extended again on November 1, 2024 for another eight months with an additional 800,000 warrants being issued.

~~Significant~~During ~~inputs~~the ~~and~~year ~~results~~ended ~~arising~~December ~~from~~31, ~~the~~2024, ~~Black-Scholes~~the ~~process~~Company ~~are~~issued asan ~~follows~~aggregate ~~for~~1,200,000 warrants in connection with convertible notes. No warrants were issued in the first quarter of 2025 but 2,000,000 warrants: were exercised.

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

~~Stock~~Significant ~~warrant~~range ~~activity~~of ~~for~~inputs ~~the~~and ~~nine~~results ~~months~~arising from ~~ended~~the ~~September~~Black-Scholes ~~30,~~process ~~2024~~are ~~is summarized~~ as follows for the warrants:

Schedule of stock warrant activity
Schedule of assumptions
				Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Quoted market price on valuation date		$	0.231 - 0.3100
	Warrants exercisable December 31, 2023				3,750,000	$	0.001		1.50
Effective contractual strike price		$	0.0013 – 0.80
	Issued				—		—		—
Market volatility			373% - 401	%
	Exercised				—		—		—
Contractual term to maturity			2 years
	Expired				—		—		—
Risk-adjusted interest rate			3.98% - 4.87	%
	Warrants outstanding September 30, 2024				3,750,000		0.001		0.75
	Warrants exercisable September 30, 2024				3,750,000	$	0.001		0.75

~~NOTE~~Stock 12warrant –activity ~~DISCONTINUED~~for ~~OPERATIONS~~three months ended March 31, 2025 and the year ended December 31, 2024 is summarized as follows:

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

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

~~Accordingly,~~NOTE ~~the~~12 ~~Company~~– ~~has~~DISCONTINUED ~~categorized Alvey as discontinued operations in the consolidated financial statements for the periods ended September 30, 2024 and December 31, 2023.~~OPERATIONS

~~The~~CETI ~~operating~~is ~~results~~planning ~~for~~to ~~discontinued~~spin-off the Alvey oil field operations ~~have~~into ~~been~~a ~~presented~~new inentity ~~the~~called ~~accompanying~~Phoenix ~~Statement~~Well ofDevelopment ~~Operations~~Inc ~~for~~(PWD). ~~the~~The ~~nine~~shareholders ~~months~~of ~~ended~~CETI ~~September~~will ~~30,~~get ~~2024~~a ~~and~~pro ~~2023~~rata asstock ~~discontinued~~distribution of PWD common ~~operations~~shares. ~~and~~A ~~are~~new ~~summarized~~investor ~~below:~~group will run the operation.

Schedule of discontinued operations consolidated statement of operations
	Three Months Ended September 30						Nine Months Ended September 30,
	2024				2023		2024			2023
Total revenue	$	11,154		$	13,897		$	20,362		$	13,897
Total cost of revenue		(2,983	)		(3,710	)		(5,818	)		(3,710	)
Gross profit		8,171			10,187			14,544			10,187
Operating expenses		(18,341	)		(12,646	)		(54,930	)		(41,998	)
Loss from operations		(10,170	)		(2,459	)		(40,386	)		(31,811	)
Other income (expenses)		—			—			—			—
Loss before tax expense		(10,170	)		(2,459	)		(40,386	)		(31,811	)
Tax expense		—			—			—			—
Loss from operations of discontinued operations	$	(10,170	)	$	(2,459)		$	(40,386	)	$	(31,811	)

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

The ~~assets~~operating ~~and~~results ~~liabilities~~for ofdiscontinued operations have been presented in the ~~discontinued~~accompanying consolidated statements of operations atfor ~~September 30,~~the ~~2024~~three ~~and~~months ~~December~~ended March 31, ~~2023~~2025 and 2024 as discontinued operations and are summarized below:

Schedule of assets and liabilities of the discontinued operation
Schedule of discontinued operations consolidated statement of operations
	Periods Ended
	Three Months Ended March 31,
	September 30, 2024			December 31, 2023
	2025			2024
Property and equipment, net(1)	$	3,433,738		$	3,268,448
Total revenue	$	—		$	9,208
Texas Railroad Commission bond		62,537			62,537
Total cost of revenue		—			2,725
Assets of discontinued operations, non-current		3,496,275			3,330,985
Gross profit		—			6,483
Total assets	$	3,496,275		$	3,330,985
Operating expenses		81,274			18,295
Accounts payable	$	48,500		$	200,069
Loss from operations		(81,274	)		(11,812	)
Note payable, current maturities		343,500			343,500
Other income (expenses)		—			—
Liabilities of discontinued operations, current		392,000			543,569
Loss before tax expense		(81,274	)		(11,812	)
Estimated asset retirement obligation		97,463			97,463
Tax expense		—			—
Liabilities of discontinued operations, non-current		97,463			97,463
Loss from operations of discontinued operations	$	(81,274	)	$	(11,812	)
Total liabilities	$	489,463		$	641,032

1516

~~(1)~~The ~~Property~~assets and ~~equipment~~liabilities of the discontinued operations at March 31, ~~net~~2025 and December 31, 2024 are summarized below:

Property and equipment, at cost, for the discontinued operations consisted of the following at September 30, 2024 and December 31, 2023:


		March 31, 2025		December 31, 2024
Property and equipment, net⁽¹⁾	$	2,002,946	$	2,019,415
Texas Railroad Commission bond⁽²⁾		62,537		62,537
Assets of discontinued operations, non-current		2,065,483		2,081,952
Total assets	$	2,065,483	$	2,081,952

Accounts payable	$	20,000	$	25,500
Accounts payable – related party		15,000		30,000
Notes payable, current maturities		343,500		343,500
Liabilities of discontinued operations, current		378,500		399,000
Estimated asset retirement obligation		97,463		97,463
Liabilities of discontinued operations, non-current		97,463		97,463
Total liabilities	$	475,963	$	496,463

Schedule of property and equipment cost, for discontinued operations
	September 30, 2024			December 31, 2023			Useful Lives
Equipment	$	739,481		$	739,481		5 to 20 years
Vehicles		61,000			61,000		5 to 15 years
Well development costs		2,791,441			2,571,221		*
Less accumulated depreciation		(158,184	)		(103,254	)	—
Property and equipment, net	$	3,433,738		$	3,268,448		—

(1) Property and equipment, net

*Property ~~Once~~and ~~full~~equipment, ~~production~~at ~~begins~~cost, ~~“Well~~for ~~development costs” will be depreciated using~~ the ~~units-of-production~~discontinued operations ~~method~~consisted ~~based on barrels~~ of ~~oil~~the ~~produced.~~following Asat ofMarch ~~June 30~~31, ~~2024,~~2025 ~~a minimal amount of oil has been produced~~ and ~~work~~December is31, ~~ongoing to determine how to determine how to get regular production from the field.~~2024:

Depreciation expense for the discontinued operations for the three and nine months periods ended September 30, 2024 and 2023 was $18,341 and $12,646 and $54,930 and $38,398 respectively.


	March 31, 2025			December 31, 2024			Useful Lives
Equipment	$	739,480		$	739,480		5 to 20 years
Vehicles		61,000			61,000		5 to 15 years
Well development costs		1,395,461			1,395,461		*
Less accumulated depreciation		(192,995	)		(176,526	)	—
Property and equipment, net	$	2,002,946		$	2,019,415		—

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

~~The~~Depreciation ~~Company~~expense ~~uses the successful efforts method of accounting~~ for ~~oil and gas activities. Under this method,~~ the ~~costs~~discontinued ~~of productive exploratory wells, all development wells, related~~operations 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~~periods ~~and~~ended ~~gas~~March ~~leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized~~31, ~~but charged~~2025 ~~to expense if~~ and ~~when~~2024 ~~the~~was 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 $216,~~791,441~~470 and $218,~~571,221~~294 ~~at September 30, 2024 and December 31, 2023,~~ respectively.

Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the nine months ended September 30, 2024 and 2023, there was no impairment to unproved properties. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties. For the nine months ending September 30, 2024 and 2023, there was no gain or loss recognized for sales of unproved properties. However, as of November 14, 2024, CETI is in conversations with various parties relating to the spinoff of the Alvey Oil ~~Field assets. It is uncertain about the value of these assets~~ and ~~any~~Gas ~~write~~Producing ~~off will occur at when the spinoff is finalized.~~Activities

~~Costs~~The ~~associated~~Company ~~with~~uses ~~development~~the ~~wells~~successful ~~that~~efforts method ~~are~~of ~~unevaluated~~accounting orfor ~~are~~oil ~~waiting~~and gas activities. Under this method, the costs of productive exploratory wells, all development wells, onrelated ~~access~~asset toretirement ~~transportation~~obligation orassets, ~~processing~~and ~~facilities~~productive leases are ~~reclassified~~capitalized ~~into~~and ~~developmental~~amortized, ~~wells~~principally by field, on a units-inof-~~progress~~production basis ~~("WIP")~~over the life of the remaining proved reserves. ~~These~~Exploration costs, including personnel costs, geological and geophysical expenses, ~~are~~and ~~not~~delay ~~put~~rentals ~~into~~for aoil ~~depletable~~and ~~field~~gas ~~basis~~leases ~~until~~are ~~the~~charged ~~wells~~to expense as incurred. Exploratory drilling costs are ~~fully~~initially ~~evaluated~~capitalized, orbut charged ~~access~~to expense if and when the well is ~~gained~~determined not to ~~transportation~~have ~~and~~found ~~processing~~reserves ~~facilities~~in commercial quantities. ~~Costs~~ ~~associated~~The ~~with~~sale ~~WIP~~of ~~are~~a ~~included~~partial interest in ~~the~~a ~~cash~~proved ~~flows~~property ~~from~~is ~~investing~~accounted for as ~~part~~a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production ~~investment~~amortization inrate. ~~oil~~A ~~and~~gain ~~gas~~or loss is recognized for all other sales of producing properties. AtThere ~~September~~were 30capitalized costs of $1,395,461 ~~2024~~at March 31, 2025 and December 31, ~~2023~~2024. This amount is after a write down of $1,395,980 noto ~~capitalized~~estimated fair ~~developmental~~value ~~costs~~as ~~were~~of ~~included~~December in31, ~~WIP~~2024.

~~Depreciation,~~Unproved ~~depletion~~oil and ~~amortization~~gas ofproperties ~~proved~~are assessed ~~oil~~annually ~~and~~to ~~gas~~determine ~~properties~~whether isthey ~~calculated~~have ~~using~~been impaired by the ~~units-~~drilling of- ~~production~~dry ~~method~~holes ~~based~~ on ~~proved~~or ~~reserves~~near ~~and~~the ~~estimated~~related ~~salvage~~acreage ~~values.~~or ~~During~~other circumstances, ~~the~~which ~~nine~~may ~~months~~indicate ~~ended~~a ~~September~~decline 30in value. When impairment occurs, ~~2024~~a ~~and~~loss ~~2023~~is recognized. When leases for unproved properties expire, the ~~Company~~costs thereof, ~~recorded~~net noof ~~depreciation~~any related allowance for impairment, ~~depletion~~ is removed from the accounts and ~~amortization~~charged to expense. onDuring ~~oil~~the three months ended March 31, 2025 and ~~gas~~2024, there was no impairment to unproved properties. The ~~Company~~sale ~~will~~of ~~start~~a ~~using~~partial ~~the~~interest ~~units-~~in an unproved property is accounted for as a recovery of~~-production~~ ~~method~~cost when substantial uncertainty exists as to the ~~field~~ultimate recovery of the cost applicable to the interest retained. A gain on the sale is ~~continuously~~recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss ~~operational~~is recognized for all other sales of unproved properties. For the three months ending March 31, 2025 and 2024, there ~~are~~was ~~material~~no gain or loss recognized for sales of unproved properties.

The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value. During the nine months ended September 30, 2024 and 2023, there was no impairment to proved properties.17

16Costs 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, 2025 and December 31, 2024, no capitalized developmental costs were included in WIP.

~~(2)~~Depreciation, ~~Texas~~depletion ~~Railroad~~and ~~Commission~~amortization ~~Bond~~of proved oil and ~~Estimated~~gas ~~Asset~~properties ~~Retirement~~is calculated using the units-of-production method based on proved reserves and estimated salvage values. During ~~Obligation~~the three months ended March 31, 2025 and 2024, the Company recorded no depreciation, depletion and amortization expense on oil and gas properties. The Company will start using the units-of-production method when the field is continuously operational and there are material sales.

ToThe ~~cover~~Company ~~the~~reviews ~~estimated~~its ~~future~~proved ~~asset~~oil ~~retirement~~and ~~obligations~~natural gas ~~("ARO")~~properties ~~related~~for toimpairment ~~its~~whenever ~~oil~~events and ~~gas~~circumstances ~~properties,~~indicate ~~the~~that ~~Company maintains~~ a ~~$62,337~~decline ~~bond~~in ~~with~~ the ~~Railroad~~recoverability ~~Commission~~ of ~~Texas~~its ~~(“RRC”).~~carrying value may have ~~With~~occurred. It estimates the ~~help~~undiscounted future net cash flows of anits ~~outside~~oil ~~consultant,~~and ~~the~~natural ~~Company~~gas ~~estimates~~properties itand ~~would~~compares ~~take~~such ~~$5,000~~undiscounted future cash flows to ~~cap~~the ~~each~~carrying amount of the 32oil ~~wells~~and onnatural ~~the~~gas ~~property~~properties soto ~~there is~~determine aif ~~liability~~the ofcarrying ~~$92,463~~amount tois ~~make~~recoverable. upIf the ~~difference.~~carrying amount ~~The~~exceeds ~~bond~~the ~~ensures~~estimated ~~that~~undiscounted future cash flows, the Company will ~~cap~~adjust ~~any~~the ~~wells~~carrying onamount of the ~~Alvey~~oil ~~Oil~~and ~~Field~~natural ~~that~~gas properties itto ~~decides~~fair ~~are no longer productive~~value. ~~Once~~During the ~~Company~~three ~~decides~~months itended isMarch ~~finished~~31, ~~working~~2025 ~~the~~and ~~Alvey Oil Field~~2024, itthere ~~can~~was ~~apply~~no toimpairment ~~the RRC~~ to ~~have the~~proved ~~bond repaid~~properties.

~~Revisions~~(2) toTexas ~~the~~Railroad ~~liability~~Commission ~~could~~Bond ~~occur~~and ~~due~~Estimated toAsset ~~changes~~Retirement ~~in estimated abandonment costs, changes in well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells~~ Obligation

~~NOTE~~To 13cover –the ~~MAJORITY-OWNED~~estimated ~~SUBSIDIARY~~future asset retirement obligations ("ARO") related to its oil and gas properties, the Company maintains a $62,537 bond with the Railroad Commission of Texas (“RRC”). With the help of an outside consultant, the Company estimates it would take $5,000 to cap each of the 32 wells on the property so there is a liability of $97,463 to make up the difference. The bond ensures that the Company will cap any wells on the Alvey Oil Field that it decides are no longer productive. Once the Company decides it is finished working the Alvey Oil Field, it can apply to the RRC to have the bond repaid.

OnRevisions ~~August~~to ~~13,~~the ~~2024~~liability ~~CETI~~could ~~Axenic~~occur ~~(CAX)~~due ~~was~~to ~~formed in~~changes ~~the~~in ~~state~~estimated ofabandonment ~~Wyoming.~~costs, ~~This~~changes ~~company~~in iswell ~~51%~~economic ~~owned~~lives, byor ~~CETI~~if ~~and~~federal ~~therefore~~or isstate ~~part~~regulators ofenact ~~the~~new ~~consolidated~~requirements ~~financial~~regarding ~~statements for~~ the ~~period~~ ~~ending~~abandonment ~~September 30, 2024. The remaining 49% shareholders also own stock in CETI but none~~ of ~~them are control persons in CETI.~~wells

~~CETI~~ NOTE ~~licensed~~13 to– ~~CAX~~INCOME the exclusive right to market its products in the commercial and non-commercial laundry business. For this licensing right, CETI received a fee of $120,000. In addition, CETI was to lend CAX $30,000 on a promissory note due and payable with $5,000 of interest in August 2026. As of September 30, 2024, CETI has lent $20,000 of the $30,000 to CAX.TAXES

AsDeferred oftaxes ~~September~~are ~~30,~~provided ~~2024,~~on ~~CAX~~a ~~has~~liability ~~had very~~method ~~limited~~whereby ~~operations.~~deferred ~~There~~tax isassets aare ~~loss~~recognized offor ~~$7,439 attributed~~deductible ~~mostly~~temporary todifferences ~~consulting~~and ~~fees~~operating ~~paid~~loss, toand ~~non-CETI~~tax ~~shareholders~~credit ofcarryforwards ~~$7,000.~~and deferred Oftax ~~this~~liabilities ~~loss,~~are ~~51%~~recognized orfor ~~$3,794~~taxable ~~would~~temporary bedifferences. ~~attributed~~Temporary todifferences ~~CETI.~~are ~~For~~ the ~~balance~~differences ~~sheet,~~between ~~there~~the isreported ~~cash~~ amounts of ~~$13,061~~ assets and anliabilities ~~accounts~~and ~~payable~~their oftax ~~$500 and~~bases. noDeferred ~~other~~tax assets ~~besides~~are ~~the~~reduced ~~intangible~~by ~~asset~~a ofvaluation ~~licensing~~allowance ~~fees~~when, in the opinion of ~~$120~~management,~~000~~ ~~and~~it ais ~~balance~~ more likely than not that some portion or all of ~~$10,000~~the ~~due~~deferred ~~from~~tax ~~CETI~~assets towill ~~CAX~~not be realized. Deferred tax assets and liabilities are adjusted for the ~~remainder~~effects of ~~the~~changes ~~$30,000~~in ~~promissory~~tax ~~note.~~laws ~~And~~and ~~the~~rates ~~equity~~on ~~section~~the date of ~~the~~enactment. ~~balance~~The ~~sheet~~U.S. ~~reflects~~federal ~~the~~income ~~Non-controlling interest~~tax rate of ~~($3,645)~~21% is being used.

~~NOTE~~Income 14taxes –consist ~~INCOME~~of ~~TAXES~~the following components as of:

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

Schedule of income taxes
	March 31, 2025			March 31, 2024
Federal income tax benefit attributable to:
Current Operations	$	271,880		$	213,379
Less: Valuation allowance		(271,880	)		(213,379	)
Net provision for Federal income taxes	$	—		$	—

~~Income~~The ~~taxes~~income ~~consist~~tax provision differs from the amount of income tax determined by applying the ~~following~~U.S. ~~components~~federal asincome tax rate to pretax income from continuing operations for the periods ended March of31, 2025 and December 31, 2024, due to the following:

Schedule of federal income tax rate
Schedule of income tax provision
	September 30, 2024			September 30, 2023
	March 31, 2025			December 31, 2024
Federal income tax benefit attributable to:
Deferred tax asset attributable to:
Current Operations	$	606,138		$	489,614
Net operating loss carryover	$	2,978,090		$	2,706,210
Less: Valuation allowance		(~~606~~2,~~138~~978,090	)		(~~489~~2,~~614~~706,210	)
Net provision for Federal income taxes	$	—		$	—
Net deferred tax asset	$	—		$	—

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended September 30, 2024 and December 31, 2023, due to the following:18

Schedule of deferred tax asset
	September 30, 2024			December 31, 2023
Deferred tax asset attributable to:
Net operating loss carryover	$	2,018,122		$	1,411,984
Less: Valuation allowance		(2,018,122	)		(1,411,984	)
Net deferred tax asset	$	—		$	—

At March 31, 2025, the Company had net operating loss carry forwards of $14,181,381 which would result in a deferred tax asset of $2,978,090 that may be offset against future taxable income from the year 2025 to 2040. No tax benefit has been reported in the March 2025 and 2024 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

AtDue ~~September~~to ~~30, 2024,~~ the ~~Company~~change ~~had~~in ~~net~~ownership ~~operating loss~~provisions ~~carry forwards~~ of ~~$9,610,105~~the ~~which~~Tax Reform ~~would~~Act ~~result in a deferred tax asset~~ of $21986,~~018,122~~ ~~that~~net ~~may~~operating beloss ~~offset~~carry ~~against~~forwards ~~future~~for ~~taxable~~Federal ~~income from~~Income ~~the~~tax ~~year~~reporting ~~2024~~purposes toare ~~2040.~~subject Noto ~~tax~~annual ~~benefit~~limitations. ~~has~~Should a ~~been~~change ~~reported~~ in ~~the~~ownership ~~September~~occur, ~~2024~~net ~~and~~operating ~~December~~loss ~~2023~~carry ~~financial~~forwards ~~statements~~may ~~since~~be ~~the~~limited ~~potential tax~~as ~~benefit~~to isuse ~~offset~~in byfuture ~~a valuation allowance of the same amount~~years.

~~Due~~NOTE to14 ~~the~~– ~~change~~SUBSEQUENT in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.EVENTS

~~NOTE~~Management 15has –evaluated events ~~SUBSEQUENT~~and ~~EVENTS~~transactions for potential recognition or disclosure through the date the consolidated financial statements were issued. The following are subsequent events that the Company considers may be material:

~~The~~· ~~following~~New ~~are~~money ~~subsequent~~raised ~~events~~from ~~that~~investors ~~the~~since ~~Company considers~~March ~~may~~31, be2025 ~~material:~~totaled $1,230,500, all as convertible debentures.

· ~~New~~As ~~money~~noted ~~raised~~in ~~from~~the ~~investors~~Commitments ~~from~~and ~~October~~Contingencies 1section, ~~2024~~a tolawsuit ~~November~~was ~~15,~~filed ~~2024~~in –April ~~$175,000~~2025 inagainst ~~convertible~~CETI. ~~debentures~~CETI believes it will prevail and therefore no accrual for lawsuit liability has been recorded.

· ~~New~~Kuwait ~~shares~~Oil ~~issued~~Company toapproved ~~investors~~CETI ~~who~~as ~~had~~a ~~converted~~vendor ~~debentures~~opening tothe ~~equity~~door ~~from October 1, 2024~~ to ~~November~~potential ~~15,~~contracts ~~2024~~in ~~were~~Kuwait ~~1,219,004~~and ~~shares~~the ofMiddle ~~common stock~~East.

· ~~CETI~~The ~~was~~Company ~~under~~is ~~contract~~in tothe ~~purchase~~process aof ~~salt~~filing ~~water~~an ~~disposal~~S-1 ~~facility~~Registration instatement ~~Oklahoma.~~which, ~~Subsequent~~among toother ~~quarter end~~things, ~~CETI~~will ~~decided~~give ~~not~~it tothe ~~move~~ability ~~forward~~to ~~with~~raise ~~the~~money ~~purchase~~through ~~with~~ the ~~owner~~sale ~~regarding~~of ~~payments~~common ~~due and inventory still on the property~~stock.

· InSubsequent ~~October~~to ~~2024~~March 31, 2025, CETI ~~entered~~did ~~into~~ an ~~agreement~~issuance ~~with Warrior Operating Group, LLC (WOG)~~ to ~~provide~~various ~~recycled~~shareholders ~~and~~who ~~water~~previously ~~processing~~converted ~~services~~their ~~for~~convertible ~~WOG.~~debentures ~~The~~which ~~services~~were ~~provided~~recorded ~~are~~as ~~intended~~common stock to ~~generate~~be ~~additional~~issued. ~~revenue~~This ~~from~~issuance ~~the~~totaled ~~separation of oil from the wastewater produced and sourced by WOG and treated using CETI’s remediation equipment~~2,124,675 ~~systems~~common ~~and processes at WOG’s Salt Water Disposal site(s)~~shares.

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

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

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

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

GENERAL OVERVIEW

Business Background

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

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

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

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

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

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

1820

DESCRIPTION OF BUSINESS

Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We are an emerging growth company with limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Our pilot project is an oil field in West Texas. We currently own the mineral rights to a 479- acre, 33-well, located in Callahan County, Texas. This oil field operation known as the Alvey oil field will be spun-off into a new entity in the second quarter of ~~2024~~2025. In addition, the Company will soon be testing its oil water filtration machine in a few locations Southwest Texas and Oklahoma. In addition, the Company is in conversations to purchase its own Salt Water Disposal facility.

GENERAL OVERVIEW

Form and year of organization;

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

Bankruptcy, receivership;

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

Material reclassification;

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

Cyber Enviro-Tech, Inc - CURRENT.

NexGen Holdings Corp - Until April 30, 2021

WindPower Innovations, Inc. until January 2014

Educational Services International, Inc. until November 2009

Bio-Life Systems, Inc. until November 2001

Biolectronics, Corp. to April 1992

Electronic Biotek, Inc. April 1986

Business of the Cyber Enviro-Tech, Inc.;

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

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

During 2023, the Company purchased the licensing to several patents from KAM Biotechnology, Ltd. These patents enhance the Company’s ability to treat wastewater in an environmentally friendly manner.

Our focus for the current fiscal year will be on:

1) Expanding our water and oil ~~filtration~~remediation operations in the Middle East and Texas

	2)	Developing in initial commercial tests with at least one significant meat packing client
	3)	Acquisition of salt water disposal facilities to vertically expand the Company’s operations

Developing further tests with at least one meat packing client

43) ~~Spinning~~Spin off the Alvey ~~oil~~Oil ~~field~~Field ~~operation~~and ~~into~~turning ~~separate~~management ~~corporation~~over ~~called Phoenix Well Development, Inc via stock dividend~~ to ~~current~~a ~~shareholders~~third-party ~~of CETI~~owner/operator.

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

Results of Operations for the Three Months Ending September 30, 2024 and 2023

	2024			2023			$			%
Revenue:
Gross Sales	$	10,666		$	—			10,666			-100	%
Cost of sales		(5,265	)		—			(5,265	)		-100	%
Gross margin		5,401			—			5,401			-100	%
Operating Expenses:
Professional Fees		17,500			19,931			(2,431	)		-12	%
General and administrative		236,236			117,907			118,329			100	%
Consulting		419,736			597,566			(177,830	)		-30	%
Total operating expenses		673,472			735,404			(61,932	)		-8	%
Operating loss from continuing operations		(668,071	)		(735,404	)		(67,333	)		-9	%
Other Income (Expense):
Change in fair value of derivative		38,747			35,172			3,575			10	%
Loss on issuance of derivative		—			(13,513	)		(13,513	)		-100	%
Gain on extinguishment of derivative liability		—			49,248			(49,248	)		-100	%
Amortization of intangible assets		(28,213	)		(31,604	)		(3,391	)		-11	%
Change in fair value of contingent liability		—			(600	)		(600	)		-100	%
Interest income		2,912			—			2,912			100	%
Interest expense		(166,984	)		(146,870	)		(20,114	)		14	%
Total Other Income (Expense)		(153,538	)		(108,167	)		45,371			42	%
Loss from continuing operations		(821,609	)		(843,571	)		(21,962	)		-3	%
Discontinued operations:
Gain (loss) from operations of discontinued operations		(10,280	)		(2,459	)		(7,821	)		318	%
Net Income (Loss)	$	(831,889	)	$	(846,030	)	$	(179,965	)	$	-22	%
Net loss attributable:
Non-controlling interest	$	(3,645	)	$	—		$	3,645			100	%
Common stockholders		(828,244	)		(846,030	)		(17,786	)		-2	%
Net loss	$	(831,889	)	$	(846,030	)	$	(14,141	)		-2	%

Gross Sales. These sales are from CETI’s temporary operations at a salt water disposal (SWD) facility in Oklahoma. CETI contracted to buy the SWD and during its due diligence was allowed to operate on the property. During this time, CETI generated these sales.

General and administrative Expenses. General and administrative expenses for the three months ended September 30, 2024 were up by 100% vs 2023 largely due to CETI’s temporary operations on a salt water disposal facility in Oklahoma. These operations were done to determine whether to pursue a purchase of the facility which was decided against after quarter end.

Professional fees. These fees are largely made up of audit and audit-related fees ($15,000 and $14,550 as of September 2024 and 2023 respectively).

Consulting fees. Decreased by 30% due largely to the decrease in non-cash, stock-based compensation in 2024 of $186,865 vs $370,762 in 2023.

Net income (loss) from continuing operations. The above changes resulted in net loss of $821,609 for the three months ended September 30, 2024 compared to a loss of $846,030 for the similar period in 2023. As noted above, there was increase in revenue and the decrease in consulting expense. These changes largely accounted for the decreased loss in 2024 vs 2023.

Discontinued operations. The Company is looking to spin off the Alvey oil field and this represents the non-capitalized expenses related to the Alvey.

Non-controlling interest. CAX is a 51% controlled subsidiary of CETI and started operations in the 3rd quarter of 2024 and, as such, has shown minimal activity so far. The total loss of $7,439 is largely due to consulting expenses of $7,000. For the loss, $3,794 is attributed to CETI and $3,645 is attributed to CAX.

Results of Operations for the Nine Months Ending September 30, 2024 and 2023

	2024			2023			$			%
Revenue:
Gross Sales	$	10,666			—			10,666			100	%
Cost of sales		(5,265	)		—			(5,265	)		-100	%
Gross margin		5,401			—			5,401			100	%
Operating Expenses:
Professional Fees		91,632			85,219			6,413			8	%
General and administrative		784,943			223,266			561,677			252	%
Consulting		1,301,909			1,734,080			(432,171	)		-25	%
Total operating expenses		2,178,484			2,042,565			135,919			7	%
Operating loss from continuing operations		(2,173,083	)		(2,042,565	)		130,518			7	%
Other Income (Expense):
Change in fair value of derivative		20,367			84,564			(64,197	)		-76	%
Loss on issuance of derivative		(109,043	)		(100,371	)		(8,672	)		9	%
Amortization of intangible assets		(84,638	)		(31,604	)		(53,034	)		167	%
Interest expense		(587,762	)		(225,966	)		(361,796	)		160	%
Gain on extinguishment of derivative liability		264,539			49,248			215,291			437	%
Change in fair value of contingent liability		—			450			(450	)		-100	%
Interest income		7,596			—			7,596			100	%
Total Other Income (Expense)		(488,941	)		(223,679	)		(265,262	)		119	%
Loss from continuing operations		(2,662,024	)		(2,266,244	)		(395,780	)		17	%
Discontinued operations:
Gain (loss) from operations of discontinued operations		(40,386	)		(31,811	)		(8,575	)		27	%
Net Income (Loss)		(2,702,410	)		(2,298,055	)		(404,355	)		10	%
Net loss attributable:
Non-controlling interest	$	(3,645	)	$	—		$	3,645			100	%
Common stockholders		(2,698,765	)		(2,298,055	)		(400,710	)		17	%
Net loss	$	(2,702,410	)	$	(2,298,055	)	$	(404,355	)		18	%

General and administrative Expenses. General and administrative expenses for the nine months ended September 30, 2024 were up by 252% vs 2023 largely due to an increase in testing of CETI’s water filtration system, travel expenses overseas, testing of water samples and increased marketing expenses. In addition, CETI incurred expenses from the temporary operation of a salt water disposal facility in Oklahoma. These operations were done to determine whether to pursue a purchase of the facility which was decided against after quarter end.

Professional fees. These fees are largely made up of audit and audit-related fees, $80,621 and 71,839 as of September 30, 2024 and 2023 respectively,

Consulting fees. Are largely made up from non-cash, stock-based compensation of $746,019 and $995,895 for the first nine months of 2024 and 2023, respectively.

Other income (expense). Much of this is relates to the derivative accounting for convertible debt from a one lender. This lender offers the Company the option to payoff debt or convert it to stock. For the five loans taken out in 2023 and 2024, the Company has elected to payoff three of them and still has two outstanding. For the interest expense, this is largely due to increase in interest due or payable on loans taken on after September 2023 as well as interest on convertible debentures. For the convertible debentures, the average balance of convertible debentures in the first nine months of 2024 was about twice that of the same period in 2023.

Net income (loss) from continuing operations. The above changes resulted in net loss of $2,662,024 for the nine months ended September 30, 2024 compared to a loss of $2,266,244 for the similar period in 2023. Most of the difference is attributable to interest expense and increase in general and administrative expenses as noted above.

Discontinued operations. The Company is looking to spin off the Alvey oil field and this represents the non-capitalized expenses related to the Alvey.

Sales Strategy – CETI’s B2B Sales Strategy will include partnering with individuals and companies who have many years of experience and developed relationships within their respective aforementioned targeted verticals. Prior knowledge of those specific industry issues, water filtration needs, history and relationships developed over many years will enable them to shorten the sales cycle for our water filtration system. As of March 31, 2025 the Company has independent services contracts with three individuals for its B2B sales strategy – two in oil and gas and one in the meat packing industry – and another company for its overseas services in the Middle East.

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

Government Regulation

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

Research and Development

For the year ending December 31, 2024, CETI spent approximately $1.5 million in research and development of our oil/water filtration products and process and another $268,000 in the first three months of 2025. In addition, from 2021 through December 31, 2024, approximately $3.4 million was invested in the Alvey Ranch Oil field to prove our new technologies in opening up the downhole fractures and removing contaminants from the reservoir for increased oil production. The former has been expensed and the latter capitalized. Currently the Alvey is being spun off into a separate company as the Company intends to focus its efforts on water and oil/soil remediation and therefore expenses for the Alvey during the first quarter of 2025 were to keep the field active.

Personnel

As of March 31, 2025, we have no employees but the Company does have 11 full-time and part-time consultants.

Results of Operations for the Three Months Ending March 31, 2025 and 2024:


	2025			2024			$			%
Operating Expenses:
Professional fees	$	151,120		$	48,403		$	102,717			212	%
General and administrative		218,648			400,769			(182,121	)		-45	%
Consulting		515,189			574,827			(59,638	)		-10	%
Total operating expenses		884,957			1,023,999			(139,042	)		-14	%

Loss from operations		(884,957	)		(1,023,999	)		(139,042	)		-14	%

Other Income (Expense):
Change in fair value of derivative		(202,710	)		24,516			(227,226	)		-927	%
Loss on issuance of derivative		(17,676	)		—			(17,676	)		100	%
Amortization of intangible assets		—			(28,213	)		28,213			-100	%
Interest expense		(331,723	)		(161,152	)		(170,571	)		106	%
Gain on extinguishment of derivative liability		351,971			79,564			272,407			342	%
Change in fair value of contingent liability		15,000			—			15,000			100	%
Interest income		3,288			924			2,364			256	%
Total Other Income (Expense)		(181,850	)		(84,361	)		(97,489	)		116	%

Loss from continuing operations		(1,066,807	)		(1,108,360	)		(41,553	)		-4	%

Discontinued operations:
Loss from operations of discontinued operations		(81,274	)		(11,812	)		(69,462	)		588	%
Net loss		(1,148,081	)		(1,120,172	)		(27,909	)		2	%
Less net loss attributable to noncontrolling interest		(4,530	)		—			(4,530	)		100	%
Net loss attributable to common stockholders	$	(1,143,551	)	$	(1,120,172	)	$	(23,379	)		2	%

General and administrative Expenses. General and administrative expenses for the three months ended March 31, 2025 were down by -45% versus 2024 largely due to a decrease in advertising and promotion of approximately $39,000 and a decrease in sampling and testing of $150,000.

Professional fees. These fees are largely made up of audit and audit-related fees ($48,920 and $46,142 during the periods ending March 31, 2025 and 2024 respectively) and, in 2025, another $66,250 worth of fees related to the Green Bond fundraising project.

Consulting fees. Decreased by 10% due to higher stock compensation in 2024 vs 2025 of $181,287 and $279,580, respectively due to more consultants receiving stock compensation in 2024.

Other income (expense). Much of this is related to the issuance and conversion of convertible debentures used to raise money for the Company’s operations. $1,117,500 and $870,000 was raised by the sale of convertible debentures in first quarter of 2025 and 2024, respectively. In the 1^st Qtr 2025, one convertible loan with derivatives was converted to stock which resulted in an amortization of debt discount (part of interest expense) of $228,449 which largely accounts for the difference in interest expense since the overall convertible debt for the quarters ending in March 2025 and 2024 was almost the same ($2,591,076 and $2,594,250 respectively). In addition, the change in fair value of derivatives was a net decrease of $227,226 in 2025 versus 2024 which was offset by the increase on the gain on extinguishment of the derivative liability of $272,407 from 2024 to 2025.

Net income (loss) from continuing operations. The above changes resulted in net loss of $1,143,551 in the first three months of 2025 compared to a net loss of $1,120,172 in 2024. Decreases in operating expenses of $139,042 were offset by the increase in other expense as noted above.

Discontinued operations: The Company is spinning off the Alvey oil field in second quarter 2025, and this represents the non-capitalized expenses related to the Alvey.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2024~~2025, the Company had total assets of $53,~~766~~727,~~753~~247 including current assets of $~~594~~685,~~925~~669 as well as $32,~~496~~065,~~275~~483 from the discontinued operations of the Alvey oil field. We also have current liabilities of $12,~~205~~473,~~067~~059 which consist of accounts payable of $~~237~~231,~~517~~791 and short-term ~~note~~convertible notes payable of $~~229~~971,~~319~~861, net of discount of $9448,~~331~~835, notes payable of $~~177~~468,~~500~~925, net of discount of $5,274 and $~~489~~378,~~463~~500 from the discontinued operations of the Alvey oil field which is mostly the payable due on the Alvey Oil Field leasehold improvements. We also have $1,~~825~~866,~~417~~847 of long-term liabilities which is largely due to convertible notes payable of $1,~~404~~438,~~000~~731, net of discount of $128,269 and a derivative liability of $330,653. We believe our ability to achieve commercial success and continued growth will be dependent upon our continued access to capital either through sale of additional convertible debentures, sale of our equity or cash generated from operations. We will attempt to obtain additional capital through private investors; however, we have no agreements or understandings with third parties at this time in regards to investing additional monies. To help fund operations, the Company is in the process of filing an S-1 to give it the ability to raise funds through sale of stock. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. As explained in Note 3, the Company does not yet have sufficient revenue to cover its operating expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~The~~S-1 ~~accompanying~~Registration ~~consolidated~~Statements ~~financial statements~~Effective ~~have~~January ~~been~~2023 ~~prepared~~and ~~assuming~~December the Company will continue as a going concern. However, as noted above, the Company is dependent upon raising additional capital to meet its business plans which raises substantial doubt about the Company’s ability to continue as a going concern.2023

The Company filed an S-1 Registration ~~Statement~~statement ~~Effective~~in 2022 and it became effective in January 2023. This gives the Company the right to sell 10 million shares of common stock at $0.40 per share and allowed almost seven million shares of stock from debentures converted in 2022 to become free trading shares. As of May 15, 2025, none of the 10 million shares of common stock have been sold.

The Company filed ana second S-1 Registration ~~statement~~ statement in ~~2022~~2023 and it became effective in ~~January~~December 2023. This ~~gives~~registration ~~the~~statement ~~Company~~registered ~~the~~securities ~~right~~for toconsultants, ~~sell~~who 10received ~~million~~ shares ~~of common stock~~ atfor ~~$0.40~~services, ~~per share~~ and ~~allowed~~some ~~almost~~investors, ~~seven~~who ~~million~~received shares offor ~~stock~~either ~~from~~cash ~~debentures~~or ~~converted~~on ~~in 2022 to become free trading shares. As of November 14, 2024, none of~~ the 10conversion ~~million shares~~ of ~~common~~convertible ~~stock have been sold~~debentures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

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

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, being ~~June~~March 3031, ~~2024~~2025.

Based on this evaluation, these officers concluded that, as of ~~September~~December 3031, 2024 these disclosure controls and procedures were not effective to ensure that the information required to be be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission. The conclusion that our disclosure controls and procedures were not effective was due to the Company was lacking in pre-planning for expenses and documentation of all transactions. As of ~~September~~March 3031, ~~2024~~2025, some progress has been made in implementing enhanced controls and procedures.

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

A material weakness is a deficiency, or ~~combination~~ 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 consolidated financial statements could occur. In its assessment of the effectiveness of our internal control over financial reporting as of ~~September~~March 3031, ~~2024~~2025, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

(1) inadequate segregation of duties and effective risk assessment; and

(1)

inadequate segregation of duties and effective risk assessment; and

(2)

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

(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.

2224

PART II—OTHER INFORMATION

Instruction. The report shall contain the item numbers and captions of all applicable items of Part II, but the text of such items may be omitted provided the responses clearly indicate the coverage of the item. Any item which is inapplicable or to which the answer is negative may be omitted and no reference thereto need be made in the report. If substantially the same information has been previously reported by the registrant, an additional report of the information on this form need not be made. The term “previously reported” is defined

in Rule 12b-2 (17 CFR 240. 12b-2). A separate response need not be presented in Part II where information called for is already disclosed in the financial information provided in Part I and is incorporated by reference into Part II of the report by means of a statement to that eﬀect in Part II which specifically identifies the incorporated information.

Item 1. Legal Proceedings.

WeAs ~~are~~noted ~~not~~in the Commitments and Contingencies section, a ~~party~~lawsuit towas ~~any~~filed ~~legal~~in ~~proceedings,~~April ~~nor~~2025 ~~are we~~against ~~aware~~CETI. CETI ofbelieves ~~any~~it ~~threatened~~will ~~litigation~~prevail ~~whatsoever~~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.

9/27/2021

New

144,033

Common

0.097

Lester Black

Cash

Restricted

2/25/2022

New

3,000,000

Common

0.078

Markham and ML Broughton RT, Markham Broughton

Cash

Restricted

2/25/2022

New

750,000

Common

0.133

Gary E. Smith Living Trust, Gary Smith

Cash

Restricted

12/31/2022

New

400,000

Common

0.420

Joe Isaac, Axiom Group

Services

Restricted

12/31/2022

New

42,000

Common

0.457

Malcolm Mcquire

Services

Restricted

3/24/2023

New

300,000

Common

0.420

Joe Isaac, Axiom Group

Services

Restricted

4/3/2023

New

3,000,000

Common

0.001

Joe Isaacs

Services

Unrestricted

5/23/2023

New

250,000

Common

0.42

Joe Isaacs

Services

Restricted

5/23/2023

New

250,000

Common

0.38

Frank Straw

Services

Restricted

5/23/2023

New

250,000

Common

0.31

Markus Miller

Services

Restricted

5/23/2023

New

200,000

Common

0.38

Bruce Moore

Services

Restricted

5/23/2023

New

1,000,000

Common

0.38

US Affiliated Inc, Karen Fowler

Services

Restricted

7/21/2023

New

15,000

Common

0.35

Benjamin Berry

Contingent Liability Paid

Restricted

10/18/2023

New

600,000

Common

0.10

Jaron Mossman & Jode Vallejos JTTEN

Debt conv

Restricted

10/18/2023

New

253,180

Common

0.10

Mark Mitrev

Debt conv

Restricted

10/18/2023

New

101,250

Common

0.10

Jaylen Mossman

Debt conv

Restricted

10/18/2023

New

252,850

Common

0.10

Peter D. Lawrence

Debt conv

Restricted

10/18/2023

New

121,370

Common

0.10

Justin Mossman

Debt conv

Restricted

11/7/2023

New

500,000

Common

0.31

Markus Miller

Services

Restricted

11/7/2023

New

2,000,000

Common

0.335

Serdar Gurel

Services

Restricted

11/7/2023

New

252,580

Common

0.10

McKellar R Trust, Winston McKellar, trustee

Debt conv

Restricted

11/7/2023

New

252,580

Common

0.10

Susan E. Crossett

Debt conv

Restricted

11/7/2023

New

505,050

Common

0.10

Douglas Gore

Debt conv

Restricted

12/28/2023

New

360,000

Common

0.25

Markham and ML Broughton RT, Markham Broughton

Services

Restricted

12/28/2023

New

253,240

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

12/28/2023

New

252,470

Common

0.10

Alexander Fil

Debt conv

Restricted

12/28/2023

New

252,360

Common

0.10

Chris Gressinger

Debt conv

Restricted

12/28/2023

New

256,360

Common

0.10

Dwayne Hay

Debt conv

Restricted

2/2/2024

New

1,011,620

Common

0.10

DePrima Donnelly Family Trust, Anthon DePrima, trustee

Debt conv

Restricted

Date of Transaction

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

Number of Shares Issued (or cancelled)

Class of Securities

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

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

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

Restricted or Unrestricted as of this filing.

7/21/2023

New

15,000

Common

0.35

Benjamin Berry

Contingent Lability Paid

Restricted

10/18/2023

New

600,000

Common

0.10

Jaron Mossman & Jode Vallejos JTTEN

Debt conv

Restricted

10/18/2023

New

253,180

Common

0.10

Mark Mitrev

Debt conv

Restricted

10/18/2023

New

101,250

Common

0.10

Jaylen Mossman

Debt conv

Restricted

10/18/2023

New

252,850

Common

0.10

Peter D. Lawrence

Debt conv

Restricted

10/18/2023

New

121,370

Common

0.10

Justin Mossman

Debt conv

Restricted

11/7/2023

New

500,000

Common

0.31

Markus Miller

Services

Restricted

11/7/2023

New

2,000,000

Common

0.335

Serdar Gurel

Services

Restricted

11/7/2023

New

252,580

Common

0.10

McKellar R Trust, Donald McKellar III, trustee

Debt conv

Restricted

11/7/2023

New

252,580

Common

0.10

Susan E. Crossett

Debt conv

Restricted

11/7/2023

New

505,050

Common

0.10

Douglas Gore

Debt conv

Restricted

12/28/2023

New

360,000

Common

0.25

Markham and ML Broughton RT, Markham Broughton

Services

Restricted

12/28/2023

New

253,240

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

12/28/2023

New

252,470

Common

0.10

Alexander Fil

Debt conv

Restricted

12/28/2023

New

252,360

Common

0.10

Chris Gressinger

Debt conv

Restricted

12/28/2023

New

256,360

Common

0.10

Dwayne Hay

Debt conv

Restricted

2/2/2024

New

1,011,620

Common

0.10

DePrima Donnelly Family Trust, Anthony DePrima, trustee

Debt conv

Restricted

2/2/2024

New

335,850

Common

0.10

Carl R. Vertuca

Debt conv

Restricted

2/2/2024

New

335,780

Common

0.10

Bryan Vertuca

Debt conv

Restricted

2/28/2024

New

252,030

Common

0.10

Jeffrey Kelley

Debt conv

Restricted

2/28/2024

New

302,370

Common

0.10

Leibowitz Living Trust, Alan Leibowitz, trustee

Debt conv

Restricted

2/28/2024

New

336,790

Common

0.10

Dominic Mancini

Debt conv

Restricted

2/28/2024

New

253,680

Common

0.10

David Townley Paton

Debt conv

Restricted

2/28/2024

New

253,240

Common

0.10

Michael Volpe/ Liliane Stachishin-Moura, JTTN

Debt conv

Restricted

3/12/2024

New

505,820

Common

0.10

Paul Stander, SEP-IRA

Debt conv

Restricted

3/12/2024

New

202,020

Common

0.10

Nicole M. Hobbs

Debt conv

Restricted

3/12/2024

New

252,140

Common

0.10

James S Benedict

Debt conv

Restricted

Date of Transaction

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

Number of Shares Issued (or cancelled)

Class of Securities

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

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

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

Restricted or Unrestricted as of this filing.

3/12/2024

New

252,090

Common

0.10

Cameron Turner

Debt conv

Restricted

3/12/2024

New

100,710

Common

0.10

Jill B. Mossman

Debt conv

Restricted

4/2/2024

New

256,310

Common

0.10

Dwayne Hay

Debt conv

Restricted

4/2/2024

New

252,310

Common

0.10

JJJ Enterprises, Jeff J. Jorgenson

Debt conv

Restricted

4/2/2024

New

251,700

Common

0.10

Michael B. Schuster

Debt conv

Restricted

4/2/2024

New

126,565

Common

0.20

Business Marketing Group, Brian Foster

Debt conv

Restricted

4/2/2024

New

252,030

Common

0.10

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

Debt conv

Restricted

4/15/2024

New

756,250

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

4/15/2024

New

500,760

Common

0.10

Dwayne Hay

Debt conv

Restricted

4/15/2024

New

34,000

Common

0.35

DePrima Donnelly Family Trust, Anthony DePrima, trustee

Debt conv

Restricted

4/15/2024

New

66,000

Common

0.35

Neil Superfon

Debt conv

Restricted

4/15/2024

New

201,360

Common

0.20

Thomas Randall Powell

Debt conv

Restricted

5/9/2024

New

252,910

Common

0.10

Markl Family Living Trust, Barry Markl

Debt conv

Restricted

5/9/2024

New

200,970

Common

0.10

Kaan Brian Gokay

Debt conv

Restricted

5/9/2024

New

253,015

Common

0.20

William and Jennifer Vincent

Debt conv

Restricted

5/9/2024

New

303,555

Common

0.20

TWCI Consulting LLC, Christopher Ingram

Debt conv

Restricted

5/9/2024

New

25,255

Common

0.20

Michael Hay

Debt conv

Restricted

5/9/2024

New

50,505

Common

0.20

Jaye Gene Todd Collier

Debt conv

Restricted

5/22/2024

New

77,285

Common

0.20

Paul Leonard

Debt conv

Restricted

5/22/2024

New

128,645

Common

0.20

David Haley

Debt conv

Restricted

5/22/2024

New

128,535

Common

0.20

Staunton Family 2007 Trust, Richard Staunton, trustee

Debt conv

Restricted

5/22/2024

New

1,285,070

Common

0.20

Chris Cappuccilli

Debt conv

Restricted

5/22/2024

New

12,835

Common

0.20

Dallas Dukes

Debt conv

Restricted

5/22/2024

New

12,835

Common

0.20

T Jordan Dukes

Debt conv

Restricted

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.

6/11/2024

New

513,155

Common

0.20

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

Debt conv

Restricted

2/2/2024

New

335,850

Common

0.10

Carl R. Vertuca

Debt conv

Restricted

6/11/2024

New

127,580

Common

0.20

Jessica Patterson

Debt conv

Restricted

2/2/2024

New

335,780

Common

0.10

Bryan Vertuca

Debt conv

Restricted

6/11/2024

New

127,140

Common

0.20

F. Stanton Sipes

Debt conv

Restricted

2/28/2024

New

252,030

Common

0.10

Jeffrey Kelley

Debt conv

Restricted

6/11/2024

New

260,305

Common

0.20

Peter Mitrev

Debt conv

Restricted

2/28/2024

New

302,370

Common

0.10

Leibowitz Living Trust, Alan Leibowitz, trustee

Debt conv

Restricted

6/11/2024

New

184,620

Common

0.20

Carlos Eduardo Garcia Enriquez

Debt conv

Restricted

2/28/2024

New

336,790

Common

0.10

Dominic Mancini

Debt conv

Restricted

6/11/2024

New

25,785

Common

0.20

Michele Blackman

Debt conv

Restricted

2/28/2024

New

253,680

Common

0.10

David Townley Paton

Debt conv

Restricted

6/20/2024

New

525,320

Common

0.20

Neil Superfon

Debt conv

Restricted

2/28/2024

New

253,240

Common

0.10

Michael Volpe/ Liliane Stachishin-Moura, JTTN

Debt conv

Restricted

6/20/2024

New

127,905

Common

0.20

Michele Blackman

Debt conv

Restricted

3/12/2024

New

505,820

Common

0.10

Paul Stander, SEP-IRA

Debt conv

Restricted

6/20/2024

New

127,330

Common

0.20

Harborside Group Trust, Jim Mead

Debt conv

Restricted

3/12/2024

New

202,020

Common

0.10

Nicole M. Hobbs

Debt conv

Restricted

6/20/2024

New

128,730

Common

0.20

Chase Donaldson

Debt conv

Restricted

3/12/2024

New

252,140

Common

0.10

James S Benedict

Debt conv

Restricted

6/20/2024

New

12,870

Common

0.20

David Paton

Debt conv

Restricted

3/12/2024

New

252,090

Common

0.10

Cameron Turner

Debt conv

Restricted

6/20/2024

New

294,200

Common

0.10

Lawrence Weiss Living Trust, Katherine Lawrence, trustee

Debt conv

Restricted

3/12/2024

New

100,710

Common

0.10

Jill B. Mossman

Debt conv

Restricted

7/10/2024

New

170,910

Common

0.15

Mark Mitrev

Debt conv

Restricted

4/2/2024

New

256,310

Common

0.10

Dwayne Hay

Debt conv

Restricted

7/10/2024

New

407,980

Common

0.25

Neil Superfon

Debt conv

Restricted

4/2/2024

New

252,310

Common

0.10

JJJ Enterprises, Jeff J. Jorgenson

Debt conv

Restricted

7/10/2024

New

252,910

Common

0.10

Lawrence Weiss Living Trust, Katherine Lawrence, trustee

Debt conv

Restricted

4/2/2024

New

251,700

Common

0.10

Michael B. Schuster

Debt conv

Restricted

7/10/2024

New

388,975

Common

0.20

Suncoast Financial Mortgage Profit Sharing Plan, David Malcolm, trustee

Debt conv

Restricted

4/2/2024

New

126,565

Common

0.20

Business Marketing Group, Brian Foster

Debt conv

Restricted

7/10/2024

New

126,700

Common

0.20

Staunton Family Investment Partnership, Richard Staunton, trustee

Debt conv

Restricted

4/2/2024

New

252,030

Common

0.10

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

Debt conv

Restricted

7/10/2024

New

127,000

Common

0.20

Gardner Investment Trust, Roy A Gardner, trustee

Debt conv

Restricted

4/2/2024

New

126,565

Common

0.20

Business Marketing Group, Brian Foster

Debt conv

Restricted

7/15/2024

New

170

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

7/15/2024

New

Common

0.20

Business Marketing Group, Brian Foster

Debt conv

Restricted

4/15/2024

New

756,250

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

7/15/2024

New

Common

0.10

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

Debt conv

Restricted

4/15/2024

New

500,760

Common

0.10

Dwayne Hay

Debt conv

Restricted

7/15/2024

New

Common

0.20

Thomas Randall Powell

Debt conv

Restricted

4/15/2024

New

34,000

Common

0.35

DePrima Donnelly Family Trust, Anthony DePrima, trustee

Debt conv

Restricted

8/1/2024

New

500,000

Common

0.20

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

Cash

Restricted

4/15/2024

New

66,000

Common

0.35

Neil Superfon

Debt conv

Restricted

8/1/2024

New

334,000

Common

0.15

Jason Black

Cash

Restricted

4/15/2024

New

201,360

Common

0.20

Thomas Randall Powell

Debt conv

Restricted

8/1/2024

New

281,352

Common

0.10

Julie Kutilek

Debt conv

Restricted

5/9/2024

New

252,910

Common

0.10

Markl Family Living Trust, Barry Markl

Debt conv

Restricted

8/1/2024

New

2,992,822

Common

0.10

Joseph Kutilek

Debt conv

Restricted

5/9/2024

New

200,970

Common

0.10

Kaan Brian Gokay

Debt conv

Restricted

8/1/2024

New

110,669

Common

0.10

Tara Rahr

Debt conv

Restricted

5/9/2024

New

253,015

Common

0.20

William and Jennifer Vincent

Debt conv

Restricted

8/1/2024

New

1,603,902

Common

0.10

Charles Merkel

Debt conv

Restricted

5/9/2024

New

303,555

Common

0.20

TWCI Consulting LLC, Christopher Ingram

Debt conv

Restricted

8/20/2024

New

1,655,192

Common

0.10

Scott Jasper

Debt conv

Restricted

5/9/2024

New

25,255

Common

0.20

Michael Hay

Debt conv

Restricted

8/20/2024

New

1,635,472

Common

0.10

Joel Gale

Debt conv

Restricted

5/9/2024

New

50,505

Common

0.20

Jaye Gene Todd Collier

Debt conv

Restricted

8/20/2024

New

2,192,290

Common

0.10

Larry Grillo

Debt conv

Restricted

5/22/2024

New

77,285

Common

0.20

Paul Leonard

Debt conv

Restricted

8/20/2024

New

26,742

Common

0.20

Kelsey Mallory

Debt conv

Restricted

5/22/2024

New

128,645

Common

0.20

David Haley

Debt conv

Restricted

5/22/2024

New

128,535

Common

0.20

Staunton Family 2007 Trust, Richard Staunton, trustee

Debt conv

Restricted

Date of Transaction

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

Number of Shares Issued (or cancelled)

Class of Securities

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

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

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

Restricted or Unrestricted as of this filing

5/22/2024

New

1,285,070

Common

0.20

Chris Cappuccilli

Debt conv

Restricted

5/22/2024

New

12,835

Common

0.20

Dallas Dukes

Debt conv

Restricted

5/22/2024

New

12,835

Common

0.20

T Jordan Dukes

Debt conv

Restricted

6/11/2024

New

513,155

Common

0.20

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

Debt conv

Restricted

6/11/2024

New

127,580

Common

0.20

Jessica Patterson

Debt conv

Restricted

6/11/2024

New

127,140

Common

0.20

F. Stanton Sipes

Debt conv

Restricted

6/11/2024

New

260,305

Common

0.20

Peter Mitrev

Debt conv

Restricted

6/11/2024

New

184,620

Common

0.20

Carlos Eduardo Garcia Enriquez

Debt conv

Restricted

6/11/2024

New

25,785

Common

0.20

Michele Blackman

Debt conv

Restricted

6/20/2024

New

525,320

Common

0.20

Neil Superfon

Debt conv

Restricted

6/20/2024

New

127,905

Common

0.20

Michele Blackman

Debt conv

Restricted

6/20/2024

New

127,330

Common

0.20

Harborside Group Trust, Jim Mead

Debt conv

Restricted

6/20/2024

New

128,730

Common

0.20

Chase Donaldson

Debt conv

Restricted

6/20/2024

New

12,870

Common

0.20

David Paton

Debt conv

Restricted

6/20/2024

New

294,200

Common

0.10

Lawrence Weiss Living Trust, Katherine Lawrence, trustee

Debt conv

Restricted

7/10/2024

New

170,910

Common

0.15

Mark Mitrev

Debt conv

Restricted

7/10/2024

New

407,980

Common

0.25

Neil Superfon

Debt conv

Restricted

7/10/2024

New

252,910

Common

0.10

Lawrence Weiss Living Trust, Katherine Lawrence, trustee

Debt conv

Restricted

7/10/2024

New

388,975

Common

0.20

Suncoast Financial Mortgage Profit Sharing Plan, David Malcolm, trustee

Debt conv

Restricted

7/10/2024

New

126,700

Common

0.20

Staunton Family Investment Partnership, Richard Staunton, trustee

Debt conv

Restricted

7/10/2024

New

127,000

Common

0.20

Gardner Investment Trust, Roy A Gardner, trustee

Debt conv

Restricted

7/15/2024

New

170

Common

0.10

Timothy and Kim Dukes

Debt conv

Restricted

7/15/2024

New

Common

0.20

Business Marketing Group, Brian Foster

Debt conv

Restricted

7/15/2024

New

Common

0.10

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

Debt conv

Restricted

7/15/2024

New

Common

0.20

Thomas Randall Powell

Debt conv

Restricted

8/1/2024

New

500,000

Common

0.20

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

Cash

Restricted

Date of Transaction

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

Number of Shares Issued (or cancelled)

Class of Securities

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

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

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

Restricted or Unrestricted as of this filing

8/1/2024

New

334,000

Common

0.15

Jason Black

Cash

Restricted

8/1/2024

New

281,352

Common

0.10

Julie Kutilek

Debt conv

Restricted

8/1/2024

New

2,992,822

Common

0.10

Joseph Kutilek

Debt conv

Restricted

8/1/2024

New

110,669

Common

0.10

Tara Rahr

Debt conv

Restricted

8/1/2024

New

1,603,902

Common

0.10

Charles Merkel

Debt conv

Restricted

8/20/2024

New

1,655,192

Common

0.10

Scott Jasper

Debt conv

Restricted

8/20/2024

New

1,635,472

Common

0.10

Joel Gale

Debt conv

Restricted

8/20/2024

New

2,192,290

Common

0.10

Larry Grillo

Debt conv

Restricted

8/20/2024

New

26,742

Common

0.20

Kelsey Mallory

Debt conv

Restricted

10/7/2024

New

203,990

Common

0.20

JJJ Enterprises, Jeff J Jorgenson

Debt conv

Restricted

10/7/2024

New

697,064

Common

0.20

Chris Cappuccilli

Debt conv

Restricted

10/15/2024

New

317,950

Common

0.20

Alla Abato

Debt conv

Restricted

2/25/2025

New

168,860

Common

0.15

Mark Mitrev

Debt conv

Restricted

2/25/2025

New

84,804

Common

0.25

Markl Family Living Trust, Barry Markl

Debt conv

Restricted

2/25/2025

New

1,991,931

Common

0.001

Kaybrook Client Group LLC, Harry Datys

Services

Restricted

3/20/2025

New

113,317

Common

0.10

Craig Cox

Debt conv

Restricted

3/20/2025

New

63,295

Common

0.20

Dan’l Mitchell

Debt conv

Restricted

3/20/2025

New

136,450

Common

0.20

Dr. Sea Sport, Steve Mikulak

Debt conv

Restricted

3/20/2025

New

218,276

Common

0.25

Nick Frost

Debt conv

Restricted

3/20/2025

New

269,830

Common

0.20

Jim Wade

Debt conv

Restricted

3/20/2025

New

130,885

Common

0.20

Robert Romanchek

Debt conv

Restricted

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 December 29, 2020, the Company entered into a consulting agreement with Winston McKellar for professional services wherein the Company paid 250,000 common shares.

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

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

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

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

On September 15, 2023, the Company entered into a consulting agreement with Kaybrook Client Consulting LLC, Harry Datys, for professional services wherein the Company issued 3,~~950~~750,000 warrants at a par value of $0.001. This agreement was amended on November 1, 2024 and CETI authorized another 800,000 warrants at the same par value as before and extended the consulting agreement for another 8 months.

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

The Company has had a working relationship with Bruce Moore for several years. To keep him engaged, the Company gave him 200,000 common shares ~~for~~in ~~professional~~2023 for professional services.

The Company has had a working relationship with US Affiliated, Inc, owned by Karen Fowler, for the past year. To keep the company engaged in 2023, CETI gave US Affiliated, Inc 1,000,000 common shares for professional services.

Item 3. Defaults Upon Senior Securities.

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

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

During the Company’s quarter ended ~~September~~March 31, 302025, ~~2024,~~ no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits.

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

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

2729

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	Chief Executive Officer	November 19, 2024
/s/ Kim D. Southworth Kim D. Southworth /s/ Dan Leboffe Dan Leboffe	Chief Executive Officer Principal Accounting Officer	May 16, 2025 May 16, 2025
Kim D. Southworth
/s/ Dan Leboffe	Principal Accounting Officer	November 19, 2024
Dan Leboffe

2830

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