10-Q: Cyber Enviro-Tech Reports Widening Losses, Going Concern Doubt
Quarterly Report
Cyber Enviro-Tech, Inc. (CETI) reported increased net losses and a growing accumulated deficit for the first half of 2025, raising substantial doubt about its ability to continue as a going concern.
Summary
- Cyber Enviro-Tech, Inc. (CETI) is a water science technology company focused on industrial wastewater remediation, with an initial emphasis on the oil & gas industry.
- The company reported a net loss of $2,131,372 for the six months ended June 30, 2025, an increase from $2,020,521 for the same period in 2024.
- The accumulated deficit grew to $15,243,376 as of June 30, 2025, up from $13,129,093 at December 31, 2024.
- Cash and cash equivalents increased to $132,414 at June 30, 2025, from $59,411 at December 31, 2024, primarily due to financing activities.
- Total liabilities significantly increased to $5,397,267 at June 30, 2025, from $4,067,950 at December 31, 2024.
- The company used $1,769,857 in cash from operating activities for continuing operations during the first six months of 2025, compared to $1,067,270 in the prior year period.
- CETI raised $2,378,000 in proceeds from convertible notes payable during the first six months of 2025.
- The Alvey oil field operations, which incurred a loss of $198,594 for the six months ended June 30, 2025, are being spun off into a new entity, Texas Coastal Energy (TCE), in Q3 2025.
- Well development costs for the Alvey oil field were written down by $1,395,980 as of December 31, 2024, and the field is not yet in regular production.
- Professional fees increased by 147% to $183,111 for the six months ended June 30, 2025, largely due to legal fees for an S-1 registration statement and a lawsuit.
- The company has material weaknesses in internal controls, including inadequate segregation of duties and insufficient written policies for documenting transactions.
Sentiment
Score: 3
Explanation: The company faces severe financial distress, marked by increasing net losses, a rapidly expanding accumulated deficit, and substantial negative cash flow from operations. The explicit 'going concern' warning and material weaknesses in internal controls highlight significant risks. While strategic initiatives and capital raising efforts are underway, they have yet to translate into sustainable revenue or profitability, and the Alvey oil field remains unproductive despite significant investment.
Positives
- Cash and cash equivalents increased to $132,414 at June 30, 2025, from $59,411 at December 31, 2024.
- Total assets increased to $4,472,803 at June 30, 2025, from $3,565,691 at December 31, 2024.
- Proceeds from convertible notes payable significantly increased to $2,378,000 for the six months ended June 30, 2025, indicating successful capital raising efforts.
- The company formed wholly-owned subsidiaries in Turkey and UAE to manage international contacts, signaling global expansion ambitions.
- S-1 registration statements are effective, providing the company with the ability to raise funds through the sale of common stock.
- General and administrative expenses for the six months ended June 30, 2025, decreased by 11.5% compared to the prior year, partly due to reduced advertising and water sample testing costs.
- Consulting fees decreased by 8.7% for the six months ended June 30, 2025, primarily due to lower non-cash stock-based compensation.
Negatives
- Net loss increased to $2,131,372 for the six months ended June 30, 2025, from $2,020,521 in the prior year period.
- The accumulated deficit expanded to $15,243,376 at June 30, 2025, from $13,129,093 at December 31, 2024, indicating a worsening equity position.
- Total liabilities increased substantially to $5,397,267 at June 30, 2025, from $4,067,950 at December 31, 2024.
- Cash used in operating activities for continuing operations significantly increased to $1,769,857 for the six months ended June 30, 2025, from $1,067,270 in the prior year, indicating higher cash burn.
- Loss from discontinued operations (Alvey oil field) surged to $198,594 for the six months ended June 30, 2025, from $30,106 in the prior year, as expenses were no longer capitalized.
- Professional fees increased by 147% due to higher legal costs related to an S-1 filing and a lawsuit.
- The company has material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient documentation policies.
- A related party convertible note payable of $22,000 is in default since September 2020, and two other convertible debentures totaling $150,000 were due in September 2024 and are in default.
- The Alvey oil field, despite significant investment, has minimal oil production and work is ongoing to achieve regular production, with well development costs written down by $1,395,980.
Risks
- Substantial doubt exists about the company's ability to continue as a going concern due to insufficient revenue to cover operating expenses and other obligations.
- The company's ability to continue as a going concern is dependent on generating profitable operations and/or obtaining necessary financing, with no assurances of securing such funding.
- Ongoing litigation was filed in April 2025 regarding a potential salt water disposal facility purchase, with an undetermined outcome.
- Contingent liabilities exist from stock guarantees on share price for investors, with one agreement satisfied and a liability accrued for another.
- Defaults on certain notes payable, including a $22,000 related party convertible note and two convertible debentures totaling $150,000.
- Material weaknesses in internal control over financial reporting, such as inadequate segregation of duties and insufficient written policies for documenting transactions, pose risks to financial reporting reliability.
- The company is an emerging growth company with limited revenues and operating history, making future performance uncertain.
- Reliance on the continued employment of key personnel is a risk factor.
- The company faces risks associated with technological changes and the acceptance of its products in the marketplace.
- Disruption of operations or increases in expenses could occur due to litigation, civil/political unrest, or catastrophic events.
- General economic conditions, government mandates, and significant decreases in crude oil prices could negatively impact the company's ability to earn and grow revenue.
- The fair value of derivative financial instruments is sensitive to market volatility, interest rates, credit risk, and redemption behaviors.
Future Outlook
Management intends to finance operating costs over the next twelve months through increased revenue, private placement loans, or institutional investors. The company is in the process of filing an S-1 registration statement to enable fundraising through stock sales. It anticipates raising monies from consulting agreements for Middle East projects and other financing efforts prior to the end of the current fiscal year, though no assurance can be given. The Alvey oil field spin-off is expected in Q3 2025, with a new investor group taking over management. The company plans to expand water and oil remediation operations in the Middle East and Texas, develop further tests with at least one meat packing client, and continue developing and testing its water filtration machine.
Management Comments
- Management intends to finance operating costs over the next twelve months with increased revenue and private placement loans or institutional investors.
- 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 its 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.
- 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.
- The company is in the process of spinning off the Alvey oil field in third quarter 2025, and this represents the non-capitalized expenses related to the Alvey.
- The increase in expenses in 2025 vs 2024 is due to the fact that beginning in 2025, the expenses related to the Alvey Oil Field were not capitalized but expensed.
- The company is continuing the development and testing of its water filtration machine in Texas as well as looking to place its oil and soil remediation systems in the Middle East and its water remediation systems in the meat packing industry and with municipalities.
- Our focus for the current fiscal year will be on: 1) Expanding our water and oil remediation operations in the Middle East and Texas 2) Developing further tests with at least one meat packing client 3) Spin off the Alvey Oil Field and turning management over to a third-party owner/operator.
Industry Context
Cyber Enviro-Tech operates in the growing water science technology sector, specifically targeting industrial wastewater remediation. Its initial focus on the oil & gas industry is expanding to include meat packing and municipal water treatment, indicating a strategic diversification into broader environmental solutions. The company's international expansion into Turkey and the UAE aligns with global demand for water purification technologies, particularly in regions facing water scarcity or significant industrial pollution. The planned spin-off of the Alvey oil field suggests a strategic pivot to concentrate on its core water remediation technology, potentially aiming to streamline operations and attract investors focused on environmental tech rather than direct oil production.
Comparison to Industry Standards
- The filing does not provide specific comparable companies, projects, or results to assess performance against industry standards. It identifies as an 'emerging growth company with limited revenues and operating history,' which typically implies performance below established industry leaders in terms of revenue generation and profitability.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Deficiencies | Identified material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient written policies and procedures for documenting all transactions with vendors. | 2025-06-30 | These deficiencies indicate a higher risk of financial misstatement and operational inefficiencies. Management is evaluating remediation plans, with some progress made, but weaknesses persist. |
Legal Proceedings
- A lawsuit was filed in April 2025 regarding the company's potential purchase of a salt water disposal facility in 2024, which it decided not to pursue. The outcome is undetermined, but the company believes its counterclaims will exceed the plaintiff's demands, so no accrual has been made.
Related Party Transactions
- At June 30, 2025, the company had a convertible note payable for $22,000 with a related party, which is unsecured, non-interest bearing, convertible into common stock at $0.001 per share, and currently due at the noteholder's discretion (in default since September 2020).
- Accounts payable to various related parties totaled $133,690 at June 30, 2025 (compared to $137,690 at December 31, 2024).
- In September 2023, a related party loaned $153,989 to CETI, due in two years with 12.5% interest-only payments.
- The company paid $229,900 to various related parties for consulting services during the six months ended June 30, 2025 (compared to $106,250 in the prior year period).
- No consulting fees paid to related parties were capitalized in property and equipment under well development costs for the six months ended June 30, 2025 (compared to $15,000 in the prior year period).
Stakeholder Impact
- Shareholders face significant dilution risk due to ongoing issuance of common stock for debt conversion, services, and warrants, with weighted average shares outstanding increasing by over 32 million in six months.
- Shareholders are exposed to substantial financial risk due to the company's 'going concern' warning, increasing losses, and accumulated deficit, which could lead to further share price depreciation or business failure.
- Creditors holding the defaulted convertible note and debentures face uncertainty regarding repayment, although the company claims counterclaims against one related party creditor.
- Employees (consultants) are impacted by the company's financial instability and reliance on stock-based compensation, which may fluctuate in value.
Next Steps
- Spin off the Alvey Oil Field into Texas Coastal Energy (TCE) in Q3 2025.
- Expand water and oil remediation operations in the Middle East and Texas.
- Develop further tests with at least one meat packing client for water filtration technology.
- Continue efforts to raise funds through private placement loans, institutional investors, and the sale of common stock via an S-1 registration statement.
- Remediate identified material weaknesses in internal control over financial reporting.
Key Dates
| Date | Description |
|---|---|
| 1986-04-01 | Company founded as Electronic Biotek, Inc. |
| 1992-04-01 | Name changed to Biolectronics, Corp. |
| 2001-11-01 | Name changed to Bio-Life Systems, Inc. |
| 2009-11-01 | Name changed to Educational Services International, Inc. |
| 2014-01-01 | Name changed to WindPower Innovations, Inc. |
| 2020-06-12 | Benjamin Berry appointed custodian of the company. |
| 2020-09-03 | Synergy Management Group, LLC and Global Environmental Technologies, Inc. entered into a securities purchase agreement. |
| 2020-09-23 | Company entered into a share exchange agreement with Global Environmental Technologies, Inc. |
| 2020-09-23 | Related party convertible note payable for $25,000 matured and is in default. |
| 2020-10-06 | Company formally changed its name from NexGen Holdings Corp to Cyber Enviro-Tech, Inc. |
| 2021-12-01 | Company entered into an agreement to operate the wells on the Alvey Oil Field. |
| 2022-02-01 | Company entered into an agreement with a first investor offering a stock guarantee on share price. |
| 2022-03-07 | Consulting agreement dated, leading to issuance of 200,000 options. |
| 2023-01-01 | First S-1 Registration statement became effective. |
| 2023-02-01 | Company entered into an agreement with a second investor offering a stock guarantee on share price. |
| 2023-03-01 | Consulting agreement dated, initially for 2,000,000 common shares. |
| 2023-05-01 | Company signed an agreement for intangible assets with KAM. |
| 2023-06-03 | Company canceled 200,000 options and issued 1,000,000 replacement options. |
| 2023-07-01 | Amended consulting agreement to replace stock with 3,250,000 warrants and extend agreement. |
| 2023-09-01 | A related party issued a loan to the company for $153,989. |
| 2023-09-15 | Amended consulting agreement again, resulting in an additional 500,000 warrants and extension. |
| 2023-10-01 | Company signed an additional agreement with KAM for secured worldwide rights to most licenses. |
| 2023-12-01 | Second S-1 Registration statement became effective. |
| 2023-12-01 | Company borrowed $100,000 from an individual. |
| 2024-01-01 | Company adopted ASU 2023-07, Segment Reporting. |
| 2024-03-01 | Company had two loans payable to an individual. |
| 2024-03-21 | CETI paid $60,000 towards a $90,000 loan. |
| 2024-04-01 | Remainder of $90,000 loan paid off. |
| 2024-04-01 | The $79,250 note was paid off. |
| 2024-09-01 | Maturity date for $150,000 of convertible notes bearing 10% interest. |
| 2024-09-25 | Maturity date for a $90,000 convertible note. |
| 2024-10-30 | Installment payments began for notes totaling $173,650. |
| 2024-11-01 | Consulting agreement extended for another eight months with additional 800,000 warrants issued. |
| 2024-12-09 | CETI entered into an agreement to provide consulting services to obtain funding of at least $25 million. |
| 2024-12-21 | CETI entered into a Financial Consulting Engagement Agreement to identify financing sources up to £50 million. |
| 2024-12-29 | Maturity date for a $79,250 convertible note. |
| 2025-01-01 | Principal of a $40,000 loan was paid off. |
| 2025-02-01 | First investor's stock guarantee came due and was satisfied. |
| 2025-02-01 | CETI formed Cyber International Ltd, a wholly-owned Turkish subsidiary. |
| 2025-02-01 | An investor made a short-term loan to the company for $200,000. |
| 2025-03-01 | One convertible debenture from an investor with a derivative component was converted to stock. |
| 2025-04-01 | Lawsuit filed regarding potential purchase of a salt water disposal facility. |
| 2025-04-01 | The remaining $12,236 payment on the second note of $173,650 was paid off. |
| 2025-06-01 | CETI formed CETI International Environmental Solutions Inc, a wholly-owned UAE subsidiary. |
| 2025-06-30 | End of the current quarterly reporting period. |
| 2025-07-01 | Installment payments begin for a $93,150 convertible note. |
| 2025-08-14 | Date of filing of the 10-Q report. |
| 2025-08-14 | 116,136,907 shares of common stock issued and outstanding. |
| 2025-11-01 | Installment payments begin for a $151,800 convertible note. |
| 2025-12-31 | Anticipated raising of monies from consulting agreements prior to the end of the current fiscal year. |
Recommendation
strong sellThe company exhibits severe financial distress, characterized by escalating net losses, a rapidly expanding accumulated deficit, and a significant increase in cash burn from operations. The explicit 'going concern' warning from management and auditors underscores the high probability of business failure without substantial, unassured future financing. Material weaknesses in internal controls further erode confidence in financial reporting and governance. While strategic initiatives like international expansion and new technology development are mentioned, they have yet to generate revenue, and the Alvey oil field, despite considerable investment, remains unproductive and was subject to a significant write-down. The continuous reliance on dilutive convertible debt and the persistent need for further capital raises indicate a precarious financial position with extremely high risk for existing and potential shareholders. The current trajectory suggests a high likelihood of further value erosion.
Keywords
Water purification, Wastewater treatment, Oil & gas industry, Environmental technology, Industrial water remediation, SEC filing, 10-Q, Financial report, Corporate governance, Risk management, Capital raise, Alvey oil field, Texas Coastal Energy, Cyber Enviro-Tech, CETI, Middle East, Turkey, Kuwait, Meat packing industry, S-1 registration, Going concern
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