ALTEX INDUSTRIES INC - Form 10-K SEC filing

 2025-03-31

 2025-11-28

 2020-09-30

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 Form 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended September 30, 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 1-9030

 (Exact name of registrant as specified in its charter)

 Delaware

 84-0989164

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 700 Colorado Blvd #273 Denver CO 80206-4084

 (Address of principal executive offices) (Zip Code)

 Registrant's telephone number, including area code: ( 303) 265-9312

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

 Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes [ ] No [X]

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes [ ] No [X]

 Indicate by check mark whether the registrant (1) has 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 [X] No [ ]

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.

 Large accelerated filer [ ]

 Accelerated filer [ ]

 Non-accelerated filer [ ]

 Smaller reporting company

 Emerging growth company

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

 Aggregate market value of the common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $ 2,959,000

 Number of shares outstanding of registrant's common stock as of November 28, 2025: 11,187,640

 "Safe Harbor" Statement under the United States

 Private Securities Litigation Reform Act of 1995

 Statements that are not historical facts contained in this Form 10-K are forward-looking statements that involve risks and uncertainties that could cause actual results to differ from projected results. Factors that could cause actual results to differ materially include: general economic conditions; movements in interest rates; the market price of oil and natural gas; the risks associated with exploration and production; the Company's ability, or the ability of its operating subsidiary, Altex Oil Corporation (AOC), to find, acquire, market, develop, and produce new properties; operating hazards attendant to the oil and natural gas business; uncertainties in the estimation of proved reserves and in the projection of future rates of production and timing of development expenditures; the strength and financial resources of the Company's competitors; the Company's ability and AOC's ability to find and retain skilled personnel; climatic conditions; availability and cost of material and equipment; delays in anticipated start-up dates; environmental risks; the results of financing efforts; and other uncertainties detailed elsewhere herein.

 Item 1. Business.

 Altex Industries, Inc. (or the "Registrant" or the "Company," each of which terms, when used herein, refer to Altex Industries, Inc. and/or its subsidiary) is a holding company with one full-time employee that was incorporated in Delaware in 1985. Through its operating subsidiary, AOC, the Company currently owns interests in onshore oil and gas properties, has bought and sold producing oil and gas properties, and, to a lesser extent, has participated in the drilling of exploratory and development wells, and in recompletions of existing wells.

 All of AOC's interests are in properties operated by others. An interest owner in a property not operated by that interest owner must rely on information regarding the property provided by the operator, even though there can be no assurance that such information is complete, accurate, or current. In addition, an owner of a working interest in a property is potentially responsible for 100% of all liabilities associated with that property, regardless of the size of the working interest actually owned.

 The operators of producing properties in which AOC has an interest sell produced oil and gas to refiners, pipeline operators, and processing plants. If a refinery, pipeline, or processing plant that purchases such production were taken out of service, the operator could be forced to halt the production that is purchased by such refinery, pipeline, or plant.

 Although many entities produce oil and gas, competitive factors play a material role in AOC's production operations only to the extent that such factors affect demand for and prices of oil and gas and demand for, supply of, and prices of oilfield services. The sale of oil and gas is regulated by Federal, state, and local agencies, and AOC is also subject to Federal, state, and local laws and regulations relating to the environment. These laws and regulations generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation. AOC regularly assesses its exposure to environmental liability and asset retirement obligations (ARO), which activities are covered by Federal, state, and local regulation. AOC does not believe that it currently has any material exposure to environmental liability or ARO, as it does not own any working interests.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 Item 1C. Cybersecurity.

 The Company implemented commercially available defenses against cybersecurity threats when it began relying on the internet 30 years ago. The Company does not have formal processes for identifying cybersecurity risks associated with third-party service providers. A successful attack on the Company could result in a delay in required filings with the SEC and in financial losses from attacks on bank accounts. The board of directors relies on the Company's president to identify material risks and to implement reasonable defenses. The president informs the board about such risks. The president receives direct and immediate notification of cybersecurity incidents and personally monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents. The president does not have formal training in cybersecurity.

 Item 2. Properties.

 The Company's estimated reserves at September 30, 2025, are 2,400 barrels of proved, developed oil reserves associated with the Company's 4.4% override in the Glo Field in Campbell County, Wyoming. The reserve estimate is prepared by the Company's registered professional petroleum engineer; management supplies the engineer with ownership and revenue data and reviews the reserve estimate for reasonableness. All the Company's interests in oil and gas properties are non-working interests. The Company did not participate in the drilling of any wells during the year ended September 30, 2024 (FY24) or the year ended September 30, 2025 (FY25). At November 28, 2025, the Company was not engaged in any oil and gas operations. The Company owns very small mineral interests in Utah. All the Company's production is located in Utah and Wyoming.

 Production

 Net Production

 Average Price

 Average Production

 Cost Per Equivalent

 Barrel

 Fiscal Year

 Oil

 (Bbls)

 Gas

 (Mcf)

 Oil

 (Bbls)

 Gas

 (Mcf)

 2025

 $56.33

 $2.79

 $0.00

 2024

 $73.67

 $2.22

 $0.00

 2023

 $69.76

 $5.27

 $0.00

 Item 3. Legal Proceedings.

 None.

 Item 4. Mine Safety Disclosures.

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 The Company's common stock is traded on the OTC Pink Limited Market under the symbol ALTX. At November 28, 2025, there were approximately 3,400 holders of record of the Company's common stock, excluding entities whose stock is held by clearing agencies. The Company has not paid a dividend during the last two fiscal years. The Company has no plan or program for the purchase of shares, and, except for Mr. Cardin's employment agreement, the Company has no compensation plans under which equity securities of the registrant are authorized for issuance.

 Issuer Purchases of Equity Securities

 Period

 (a)
Total number of shares (or units) purchased

 (b)
Average price paid per share (or unit)

 (c)
Total number of shares (or units) purchased as part of publicly announced plans or programs

 (d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs

 July 1, 2025

 Through

 July 31, 2025

 --

 --

 --

 --

 August 1, 2025 through

 August 31, 2025

 --

 --

 --

 --

 September 1, 2025 through

 September 30, 2025

 41,880

 $0.29

 --

 --

 Total

 41,880

 $0.29

 --

 --

 Item 6. Reserved.

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Financial Condition

 In FY25 operating activities used $99,000 cash, and the Company used $12,000 cash to acquire 41,880 shares of its common stock. In FY24 operating activities used $78,000 cash, and the Company used $23,000 to acquire 118,501 shares of its common stock. In FY24 the Company sold certain oil, gas, and mineral interests in Utah for $525,000 cash. Consequently, cash balances decreased $111,000 in FY25 and increased $424,000 in FY24. At September 30, 2025, accrued expenses, related party, of $1,235,000 consists of $1,175,000 in salary and bonus payable to the Company's president, pursuant to his employment agreement, that the president has elected to defer, as well as $60,000 in related accrued payroll tax. At September 30, 2024, accrued expenses, related party, of $1,141,000 consists of $1,087,000 in salary and bonus payable to the Company's president, pursuant to his employment agreement, that the president has elected to defer, as well as $54,000 in related accrued payroll tax. The Company's president may require the Company to pay the unpaid salary and payroll tax liability at any time.

 The Company is likely to experience negative cash flow from operations unless the Company invests in interests in producing oil and gas wells or in another venture that produces sufficient cash flow from operations. With the exception of capital expenditures related to production acquisitions or drilling or recompletion activities or an investment in another venture that produces cash flow from operations, none of which are currently planned, the cash flows that could result from such acquisitions, activities, or investments, and the possibility of a material change in the current level of interest rates or of oil and gas prices, the Company knows of no trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. Except for cash generated by the operation of the Company's producing oil and gas properties, asset sales, and interest income, the Company has no internal or external sources of liquidity other than its working capital. At November 28, 2025, the Company had no material commitments for capital expenditures.

 Results of Operations

 General and administrative expense increased from $233,000 in FY24 to $320,000 in FY25 because during FY25 the Company recognized bonus expense and related payroll tax liability of $94,000 pursuant to the president's employment agreement. In FY24 the Company realized a net gain of $525,000 from the sale of certain oil, gas, and mineral interests in Utah. Interest income decreased from $128,000 in FY24 to $115,000 in FY25 because of lower realized interest rates on cash balances.

 At the current levels of net oil and gas production, cash balances, interest rates, and oil and gas prices, the Company's revenue is unlikely to exceed its expenses. Unless the Company invests a substantial portion of its cash balances in interests in producing oil and gas wells or in one or more other ventures that produce revenue and net income, the Company is likely to experience net losses. With the exception of unanticipated ARO, unanticipated environmental expense, and possible changes in interest rates and oil and gas prices, the Company is not aware of any trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations.

 Critical Accounting Estimates

 Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. The Company does not believe that the Company utilizes any accounting estimates that have had or are reasonably likely to have a material impact on financial condition or results of operations.

 Climate Change

 The company does not believe that climate change or regulations adopted to mitigate the consequences of climate change will have a material impact on the Company's financial condition or results of operations.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 Item 8. Financial Statements and Supplementary Data.

 The consolidated financial statements follow the signature page.

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures

 The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures which, by their nature, can provide only reasonable assurance regarding management's control objectives.

 As of the end of the period covered by the report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Principal Executive Officer and

 Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company's Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company's Exchange Act reports. There have been no significant changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

 Item 9b. Other Information

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers, and Corporate Governance.

 Steven Cardin, 75, an economist, formerly with The Conference Board and the consulting firm, National Economics Research Associates, has been Chairman and CEO of the Company since 1985, and a Director since 1984. Jeffrey Chernow, 74, a lawyer, formerly Director of Enforcement in the Division of Securities, State of Maryland, Office of the Attorney General, has been in private practice in Maryland for over five years, and a Director since 1989. Stephen Fante, 69, a CPA, was Chairman and CEO of IMS, which provided computerized accounting systems to the oil and gas industry and was a reseller of microcomputer products to the Fortune 1000, and was Chairman and CEO of Seca Graphics, Inc., which provided design and mapping services and software to the cable television and telecommunications industries. Mr. Fante has been a private investor for the last five years. Mr. Fante has been a Director since 1989.

 Messrs. Chernow's, Cardin's, and Fante's terms as Directors continue until their successors are duly elected and qualified. The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 Item 11. Executive Compensation.

 The following table sets forth the compensation earned by the Company's only executive officer during the last two fiscal years.

 Summary Compensation Table

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Total ($)

 Steven Cardin, CEO

 2025

 3,000

 87,000

 90,000

 Steven Cardin, CEO

 2024

 3,000

 --

 3,000

 Effective October 1, 2021, the Company renewed its Employment Agreement with Mr. Cardin. The Agreement has an initial term of five years and provides an annual base salary equal to the maximum annual contribution to a Health Flexible Spending Arrangement (FSA) and an annual bonus of no less than 20% of the Company's earnings before tax, payable, at Mr. Cardin's election, in either cash or common stock of the Company at then fair market value. The Company will match any contribution that Mr. Cardin makes to the Company's FSA. Mr. Cardin has deferred payment of the bonus earned in 2025, but he may cause the Company to pay the bonus in cash or common stock at any time.

 The Employment Agreement also provides that, in the event the Company terminates Mr. Cardin's employment by reason of his permanent disability, the Company shall (1) pay Mr. Cardin a total sum, payable in 24 equal monthly installments, equal to 50% of the base salary to which he would have been entitled had he performed his duties for the Company for a period of two years after his termination, less the amount of any disability insurance benefits he receives under policies maintained by the Company for his benefit, and (2) continue to provide Mr. Cardin with all fringe benefits provided to him at the time of his permanent disability for a period of two years following such permanent disability.

 The Employment Agreement also provides that, in the event the Company terminates Mr. Cardin's employment in breach of the agreement, or in the event that Mr. Cardin terminates his employment because his circumstances of employment shall have changed subsequent to a change in control, then the Company shall pay Mr. Cardin a lump sum payment equal to the sum of (1) twice Mr. Cardin's base salary during the 12-month period immediately preceding the termination of his employment, (2) the greater of (a) twice any annual bonus paid to or accrued with respect to Mr. Cardin by the Company during the fiscal year immediately preceding the fiscal year in which his employment shall have been terminated or (b) three times his base salary during the 12-month period immediately preceding the termination of his employment, and (3) any other compensation owed to Mr. Cardin at the time of his termination. The agreement also provides that the Company will indemnify Mr. Cardin against any special tax that may be imposed on him as a result of any such termination payment made by the Company pursuant to the agreement.

 Under the Employment Agreement, a change in control is deemed to occur (1) if there is a change of one-third of the Board of Directors under certain conditions, (2) if there is a sale of all or substantially all of the Company's assets, (3) upon certain mergers or consolidations, (4) under certain circumstances if another person (or persons) acquires 20% or more of the outstanding voting shares of the Company, or (5) if any person except Mr. Cardin shall own or control half of such outstanding voting shares.

 Director Compensation

 Name

 Fees Earned or Paid in Cash

 ($)

 Total

 ($)

 Jeffrey Chernow

 17,000

 17,000

 Stephen Fante

 17,000

 17,000

 Each Director who is not also an officer of the Company receives $1,400 per month for service as a Director. No additional fees are paid for service on Committees of the Board or for attendance at Board or Committee Meetings.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table sets forth information concerning each person who, as of November 28, 2025, is known to the Company to be the beneficial owner of more than five percent of the Company's common stock and information regarding common stock of the Company beneficially owned, as of November 28, 2025, by all Directors and executive officers and by all Directors and executive officers as a group.

 Name and Address of Beneficial Owner

 Shares of Common Stock

 Beneficially Owned

 Percent

 of Class

 Steven Cardin (Director and Executive Officer)

 700 Colorado Blvd #273 Denver CO 80206-4084

 7,233,866

 64.7%

 All Directors and Executive Officers as a Group (1 Person)

 7,233,866

 64.7%

 Except for Mr. Cardin's right to receive a bonus as common stock, the Company has no compensation plan under which equity securities of the Company are authorized for issuance.

 Item 13. Certain Relationships and Related Transactions, and Director Independence.

 Messrs. Fante and Chernow are both independent under the NASDAQ independence standards.

 Item 14. Principal Accountant Fees and Services

 Audit Fees. Billed for FY25: $21,450. Billed for FY24: $19,550.

 Audit-Related Fees. None.

 Tax Fees. None.

 All Other Fees. None.

 The Company does not engage an accountant to render audit or non-audit services unless the engagement is pre-approved by the Company's Audit Committee.

 Item 15. Exhibits and Financial Statement Schedules

 3(i)

 Articles of Incorporation - Incorporated herein by reference to Exhibit B to August 20, 1985 Proxy Statement

 3(ii)

 Bylaws - Incorporated herein by reference to Exhibit C to August 20, 1985 Proxy Statement

 Employment Agreement between the Company and Steven Cardin – Incorporated herein by reference to Form 10-K for the fiscal year ended September 30, 2021

 Code of Ethics - Incorporated herein by reference to Form 10-K for fiscal year ended September 30, 2003

 List of subsidiaries - Incorporated herein by reference to Form 10-K for fiscal year ended September 30, 1997

 Rule 13a-14(a)/15d-14(a) Certifications

 32 *

 Section 1350 Certifications

 101.xml

 101.xsd

 101.cal

 101.def

 101.lab

 101.pre

 ___________________________

 * Furnished. Not Filed. Not incorporated by reference. Not subject to liability.

 Item 16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) 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.

 /s/ STEVEN CARDIN

 By: Steven Cardin, CEO

 Date: November 28, 2025

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 /s/ STEVEN CARDIN

 By: Steven Cardin, Director, Principal Executive

 Officer, Principal Financial Officer, and Principal

 Accounting Officer

 Date: November 28, 2025

 /s/ JEFFREY CHERNOW

 By: JEFFREY CHERNOW, Director

 Date: November 28, 2025

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Shareholders

 Altex Industries, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Altex Industries, Inc. (the Company) as of September 30, 2025 and 2024, and the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

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

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

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

 Critical Audit Matter

 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Revenue Recognition

 As discussed in Note 1 to the consolidated financial statements, the Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue from oil and gas production is recognized based on the sales date as reported to the Company by the operators of oil and gas production facilities in which the Company has a royalty interest.

 Auditing management's evaluation of the royalty revenue from its agreements with customers involves significant judgment based on the estimates of the revenue recorded and their subsequent true-up once payment is received.

 To evaluate the appropriateness and accuracy of the revenue recorded by management, we evaluated management's assessment of the revenue recorded based on the Company's royalty interest.

 s/ M&K CPAS, PLLC

 M&K CPAS, PLLC

 PCAOB ID: 2738

 We have served as the Company's auditor since 2020

 The Woodlands, TX

 November 28, 2025

 Consolidated Balance Sheets

 September 30

 2025

 2024

 Assets

 Current assets

 Cash and cash equivalents

 $ 2,545,000

 $ 2,656,000

 Accounts receivable

 1,000

 3,000

 Other

 22,000

 21,000

 Total current assets

 2,568,000

 2,680,000

 Property and equipment, at cost

 Proved oil and gas properties (successful efforts method)

 300,000

 311,000

 Less accumulated depreciation, depletion, and valuation provision

 ( 277,000)

 ( 285,000)

 Net property and equipment

 23,000

 26,000

 Right-of-Use Asset

 154,000

 20,000

 Total assets

 $ 2,745,000

 $ 2,726,000

 Liabilities and Stockholders' Equity

 Current liabilities

 Accounts payable

 $ 7,000

 $ 5,000

 Operating lease liability

 26,000

 21,000

 Accrued expenses, related party

 1,235,000

 1,141,000

 Other accrued expenses

 8,000

 13,000

 Total current liabilities

 1,276,000

 1,180,000

 Long-term operating lease liability

 127,000

 -

 Total liabilities

 1,403,000

 1,180,000

 Commitments and Contingencies

 -

 -

 Stockholders' equity

 Preferred stock, $ 0.01 par value. Authorized 5,000,000 shares, none issued

 -

 -

 Common stock, $ 0.01 par value. Authorized 50,000,000 shares; issued and outstanding, 11,187,640 and 11,229,520, respectively

 113,000

 113,000

 Additional paid-in capital

 13,681,000

 13,693,000

 Accumulated deficit

 ( 12,452,000)

 ( 12,260,000)

 Total stockholders' equity

 1,342,000

 1,546,000

 Total liabilities and stockholders' equity

 $ 2,745,000

 $ 2,726,000

 See accompanying notes to consolidated financial statements.

 Consolidated Statements of Operations

 Years ended September 30

 2025

 2024

 Revenue

 Oil and gas sales

 $ 18,000

 $ 23,000

 Total revenue

 18,000

 23,000

 Operating expense

 Production taxes

 2,000

 3,000

 General and administrative

 320,000

 233,000

 Depreciation, depletion, amortization and valuation provision

 3,000

 4,000

 Total operating expense

 325,000

 240,000

 Other income

 Gain on sale of assets

 -

 525,000

 Interest income

 115,000

 128,000

 Other income

 -

 1,000

 Total other income

 115,000

 654,000

 Net income (loss)

 $ ( 192,000)

 $ 437,000

 Basic and diluted income (loss) per share

 $ ( 0.02)

 $ 0.04

 Basic and diluted weighted average shares outstanding

 11,228,143

 11,343,812

 See accompanying notes to consolidated financial statements.

 Consolidated Statements of Cash Flows

 Years ended September 30

 2025

 2024

 Cash flows used in operating activities

 Net income (loss)

 $ ( 192,000)

 $ 437,000

 Adjustments to reconcile net loss to net cash used in operating activities

 Gain on sale of assets

 -

 ( 525,000)

 Depreciation, depletion, amortization, and valuation provision

 3,000

 4,000

 Decrease in accounts receivable

 2,000

 1,000

 (Increase) decrease in other assets

 ( 1,000)

 1,000

 Increase in accounts payable

 2,000

 1,000

 Increase in other accrued expenses

 89,000

 3,000

 Operating lease

 ( 2,000)

 -

 Net cash used in operating activities

 ( 99,000)

 ( 78,000)

 Cash flows from investing activities

 Proceeds from sale of assets

 -

 525,000

 Net cash provided by investing activities

 -

 525,000

 Cash flows from financing activities

 Acquisition of treasury stock

 ( 23,000)

 Net cash used in financing activities

 ( 23,000)

 Net increase (decrease) in cash and cash equivalents

 ( 111,000)

 424,000

 Cash and cash equivalents at beginning of year

 2,656,000

 2,232,000

 Cash and cash equivalents at end of year

 $ 2,545,000

 $ 2,656,000

 Noncash Investing and Financing Activities

 Retirement of treasury stock

 $ 12,000

 $ 23,000

 Recognition of right-of-use asset and operating lease liability

 166,000

 -

 See accompanying notes to consolidated financial statements.

 Consolidated Statements of Stockholders' Equity

 Common Stock

 Additional paid-in capital

 Accumulated deficit

 Treasury stock

 Total stockholders' equity

 Shares

 Amount

 Balance at September 30, 2023

 11,348,021

 114,000

 13,715,000

 ( 12,697,000)

 -

 1,132,000

 Net loss

 437,000

 437,000

 Acquisition of treasury stock, 118,501 shares at $0.20 per share

 ( 23,000)

 ( 23,000)

 Retirement of treasury stock

 ( 118,501)

 ( 1,000)

 ( 22,000)

 23,000

 -

 Balance at September 30, 2024

 11,229,520

 $ 113,000

 $ 13,693,000

 $ ( 12,260,000)

 $ -

 $ 1,546,000

 Net income

 ( 192,000)

 ( 192,000)

 Acquisition of treasury stock, 41,880 shares at $0.29 per share

 Retirement of treasury stock

 ( 41,880)

 12,000

 -

 Balance at September 30, 2025

 11,187,640

 $ 113,000

 $ 13,681,000

 $ ( 12,452,000)

 $ -

 $ 1,342,000

 See accompanying notes to consolidated financial statements.

 ALTEX INDUSTRIES, INC. AND SUBSIDIARY

 Notes to Consolidated Financial Statements

 September 30, 2025 and 2024

 Note 1 - Nature of Operations and Summary of Significant Accounting Policies.

 Nature of operations: Altex Industries, Inc., through its wholly-owned subsidiary, jointly referred to as "the Company," owns non-working interests in oil and gas properties located in Utah and Wyoming. The Company's revenues are generated from interest income from cash deposits and from sales of oil and gas production. The Company's operations are significantly affected by changes in interest rates and oil and gas prices.

 Principles of consolidation: The consolidated financial statements include the accounts of Altex Industries, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

 Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 Property and equipment: The Company follows the successful efforts method of accounting for oil and gas operations, under which exploration costs, including geological and geophysical costs, annual delay rentals, and exploratory dry hole costs, are charged to expense as incurred. Costs to acquire unproved properties, to drill and to equip exploratory wells that find proved reserves, and to drill and to equip development wells are capitalized. Capitalized costs relating to proved oil and gas properties are depleted on the units-of-production method based on estimated quantities of proved reserves and estimated ARO. Upon the sale or retirement of property and equipment, the cost thereof and the accumulated depreciation, depletion, and valuation allowance are removed from the accounts, and the resulting gain or loss is credited or charged to operations.

 Impairment of long-lived assets: The Company assesses long-lived assets for impairment when the carrying value of such assets may not be recoverable. This review compares the asset's carrying value with management's estimate of its undiscounted cash flows. If the estimated cash flows exceed the carrying value, no impairment is recognized. If the carrying value exceeds the estimated cash flows, an impairment equal to the excess of the carrying value over the estimated cash flows is recognized. No such impairment may be restored in the future. The Company's proved oil and gas properties are assessed for impairment on an individual field basis.

 Asset retirement obligations: If the Company acquires a working interest in an oil and gas property that is placed in service, it records a liability for its ARO. Subsequently, the ARO liability is accreted to its then-present value. Inherent in the estimation of ARO are numerous assumptions and judgments including ultimate settlement amounts, inflation rates, discount rates, timing of settlement, and changes in regulations. To the extent changes in these assumptions impact the estimate of the ARO, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

 Earnings (loss) per share: Basic earnings (loss) per share has been calculated based on the weighted average number of common shares outstanding. Under this method, the incremental number of shares used in computing diluted earnings per share (EPS) is the difference between the number of shares assumed issued and purchased using assumed proceeds. Diluted EPS amounts would include the effect of outstanding stock options, warrants, and other convertible securities if including such potential shares of common stock is dilutive. Basic and diluted earnings per share are the same in the periods presented as there are no such outstanding instruments at September 30, 2025, or September 30, 2024.

 Fair value measurements: "Fair value" is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of fair value estimation, based on the observability of inputs: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2. Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3. Valuations based on inputs that are unobservable and significant to the overall fair value measurement. As of September 30, 2025 and 2024, the Company believes the amounts reported for the carrying value of cash, other current assets, accounts payable, accrued expenses (related parties), and other accrued expenses, as reflected in the consolidated balance sheets, approximate fair value, due to the short maturity of these instruments.

 Cash Equivalents: The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 Income Taxes: The Company follows the asset and liability method of accounting for deferred income taxes. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between financial accounting and tax bases of assets and liabilities. The Company reports uncertainty in income taxes according to GAAP. There was no increase in liabilities for unrecognized tax benefits during the current year. The Company recognizes accrued interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expense. There was neither interest nor penalty at September 30, 2025.

 Concentrations of credit risk: The Company maintains significant amounts of cash and sometimes permits cash balances to exceed insured limits.

 Revenue recognition: The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Substantially all the Company's revenue is from sales of oil and gas production, interest income, and, occasionally, bonus payments for mineral leases. Revenue from oil and gas production is recognized based on sales date as reported to the Company by the operators of oil and gas production facilities in which the company has an interest. Interest income is recognized when earned. The Company accounts for mineral lease bonus payments in accordance with the guidance set forth in ASC 932, Extractive Activities – Oil and Gas, and it classifies such income as other income. The Company recognizes revenue from mineral lease bonus payments when it has received both an executed agreement and the bonus payment, and the Company has no obligation to refund any portion of the payment. The Company classifies mineral lease bonus payments as other income because the leasing of mineral interests is not a principal business activity of the Company, and material amounts of mineral lease bonus payments do not occur with any regularity.

 Other Income: Other income is any income the Company receives that is neither oil and gas sales attributable to the current period nor interest income. Other income includes out-of-period sales revenue and various items of miscellaneous income as well as lease bonus payments.

 Segment Information: The Company operates in one reportable segment engaged in the sales of production of oil and natural gas non-working interests.

 The Company's chief operating decision maker ("CODM") is the President and Chief Executive Officer as he maintains responsibility for assessment of the Company's performance and decision making regarding resource allocation.

 Consolidated net income (loss) is the performance measure used by the CODM to evaluate the segment's performance and allocate capital and to monitor budget versus actual results. The information regularly provided to the CODM on the segment's revenues and significant expenses aligns with the categories presented in the Consolidated Statements of Income. Furthermore, the segment's assets are reported on the Consolidated Balance Sheets as total assets.

 Recent Accounting Pronouncements:

 In February 2016 the FASB issued ASU 2016-2, Leases (Topic 842), which requires lessees to recognize a lease liability and right-of-use asset for all leases, including operating leases, with a term greater than 12 months. The provisions of ASU 2016-2 also modify the definition of a lease and outline the requirements for recognition, measurement, presentation, and disclosure of leasing arrangements. ASU 2016-2 is effective for annual periods beginning after December 15, 2018. The Company adopted the provisions of ASU 2016-2 effective October 1, 2019.

 In December 2019 the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740). The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this Update effective October 1, 2021.

 In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires enhanced disclosures about significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included in each reported measure of segment profit or loss. Additionally, the ASU expanded interim disclosure segments. The ASU was adopted by the Company during the year ended September 30, 2025 and did not have a material impact on the consolidated financial statements. See Segment Information as disclosed for additional information regarding the updates made.

 Management does not believe any other recently issued accounting pronouncements, if adopted, would have a material effect on the Company's present or future financial statements.

 Note 2 - Income Taxes. At September 30, 2025, the Company had a depletion carryforward of $ 860,000 and a net operating loss carryforward of $ 1,989,000, of which $1,594,000 will expire in the years 2029 through 2040. The approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax assets at September 30, 2025, computed in accordance with the Income Tax Topic (Topic 740) of the Codification, is as follows:

 Deferred Tax Assets

 2025

 2024

 Depletion carryforward

 $

 181,000

 181,000

 Net operating loss carryforward

 418,000

 395,000

 Accrued shareholder salary

 246,000

 228,000

 Deletion and amortization

 2,000

 2,000

 Total Net Deferred Tax Assets

 847,000

 806,000

 Less valuation allowance

 ( 847,000)

 ( 806,000)

 Net Deferred Tax Asset

 $

 -

 -

 A valuation allowance has been provided because of the uncertainty of future realization. Income tax expense is different from amounts computed by applying the statutory Federal income tax rate for the following reasons:

 2025

 2024

 Tax expense (benefit) at 21% of net earnings (loss)

 $

 ( 40,000)

 92,000

 Change in valuation allowance for net deferred tax assets

 40,000

 ( 92,000)

 Income tax expense

 $

 -

 -

 As of September 30, 2025, the Company has no unrecognized tax benefit as a result of uncertain tax positions. As of September 30, 2025, the Company's tax years that remain subject to examination are 2022 - 2025 (Federal jurisdiction) and 2021 - 2025 (state jurisdictions).

 Note 3 - Related Party Transactions. Effective October 1, 2021, the Company renewed its employment agreement with its president. The agreement has an initial term of five years and provides an annual base salary equal to the maximum annual contribution to a Health Flexible Spending Arrangement (FSA) and an annual bonus of no less than 20% of the Company's earnings before tax, payable, at the president's election, in either cash or common stock of the Company at then fair market value. The Company matches any contribution that the president makes to the Company's FSA. The agreement contains provisions providing for payments to the president in the event of his disability or termination of his employment. At September 30, 2025, accrued expense, related party, of $1,235,000 consists of $1,175,000 in salary and bonus payable to the Company's president, pursuant to his employment agreement, that the president has elected to defer, as well as $60,000 in related accrued payroll tax. At September 30, 2024, accrued expense, related party, includes $ 1,087,000 in salary payable to the Company's president, pursuant to his employment agreement, that the president has elected to defer, as well as $ 54,000 in related accrued payroll tax. The Company's president may require the Company to pay the unpaid salary and payroll tax liability at any time.

 Note 4 - Major Customers. In 2025, the company had two customers who individually accounted for 10% or more of the Company's oil and gas sales. One customer accounted for 81% of oil and gas sales, and the other customer accounted for 11%. In 2024, the Company had only one customer who individually accounted for 10% or more of the Company's oil and gas sales. In 2024, the customer accounted for 80% of oil and gas sales.

 Note 5 - Leases. The Company rents office space under an operating lease that terminates on June 30, 2030. The Company incurred lease cost of $ 34,000 in 2025 and $ 32,000 in 2024. The Company may cancel the lease upon 30 days' notice and the payment of a $ 4,000 termination fee. If the landlord sells the premises to an unrelated third party, the new landlord may reduce the term to one year from the date of purchase. If the lease is not terminated prior to June 30, 2030, required minimum payments are $ 38,400 for years 2026 through 2029, and $ 28,800 for 2030. The landlord may increase annual rent no more than CPI. On October 1, 2019, the Company adopted Financial Accounting Standards Board (FASB) ASC 842, "Leases." At September 30, 2025, the adoption of ASC 842 resulted in the recognition of a right-of-use asset and a corresponding lease liability of $ 166,000.

 Note 6 - Oil and Natural Gas Properties. Oil and natural gas properties consist of the following:

 September 30

 2025

 2024

 Oil and natural gas properties

 Proved, developed properties

 $

 300,000

 $

 311,000

 Less: accumulated depreciation, depletion and impairment

 ( 277,000)

 ( 285,000)

 Total oil and natural gas properties

 $

 23,000

 $

 26,000

 As the Company does not own working interests, it is not liable for the cost of well abandonment or surface restoration, so no ARO liability was recorded at September 30, 2025, and 2024. In the year ended September 30, 2024,

 the Company realized a net gain of $525,000 from the sale of certain oil, gas, and mineral interests in Utah. As the Company had no basis in these assets, $ 525,000 was recorded as gain on sale of assets in the year ended September 30, 2024.

 Note 7 - Equity and treasury stock transactions. In the year ended September 30, 2025, the Company purchased 41,880 shares of its common stock for an average price of $0.29 per share and retired the shares. In the year ended September 30, 2024, the Company purchased 118,501 shares of its common stock for an average price of $0.20 per share and retired the shares.

 Note 8 – Other Income. In the year ended September 30, 2024, other income consisted of $ 1,000 of out-of-period oil and gas sales received in 2024.

 Note 9 – Subsequent events. The Company has evaluated all transactions from September 30, 2025, through the financial statement issuance date and noted no subsequent event warranting disclosure.

 Note 10 – Commitments and Contingencies

 Operating Lease Commitments. The Company rents office space under an operating lease that terminates on June 30, 2030. See Note 5 above.

 Purchase Commitments. The Company has no purchase obligations at September 30, 2025, and September 30, 2024.

 Significant Risks and Uncertainties. Concentration of Credit Risk - Cash - The Company maintains cash and cash equivalent balances in financial institutions that are insured by the SIPC, financial institutions that are insured by the FDIC, and that are held directly by the United States Treasury. Should the SIPC, the FIDC, or the United States government go bankrupt or fail to honor their obligations, these balances could be lost. Concentration of Credit Risk - Accounts Receivable and Revenues - For the periods presented, approximately 80% of the Company's outstanding accounts receivable and revenues were transacted with one party.

 Legal Matters. During the course of business, litigation commonly occurs. From time to time, the Company may be a party to litigation matters involving claims against the Company. The Company operates in a highly regulated industry and employs personnel, which may inherently lend itself to legal matters. Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company's financial position or results of operations. There are no known legal proceedings against the Company or its officers and directors in their capacity as officers and directors of the Company.

 Note 11 - Supplemental Financial Data - Oil and Gas Producing Activities (Unaudited). The Company's operations are confined to the continental United States, and all the Company's reserves are proved, developed.

 I. Capitalized Costs. Capitalized costs include the cost of properties, excluding any asset retirement obligations.

 Capitalized Costs

 September 30, 2025

 Proved properties

 $ 300,000

 Accumulated depreciation, depletion, amortization and valuation allowance

 ( 277,000)

 Net capitalized cost

 $ 23,000

 II. Estimated Quantities of Reserves. Reed W. Ferrill & Associates, Inc., an independent engineering firm, prepared the Company's estimate of reserves, future production, and income. The estimated reserves include only those quantities that are expected to be commercially recoverable at prices and costs in effect at the balance sheet dates under existing regulations and with conventional operating methods. Proved, developed reserves represent only those reserves expected to be recovered from existing wells.

 Estimated Quantities of Reserves

 Oil in Barrels

 Balance at September 30, 2023

 1,600

 Revisions of previous estimates

 Production

 ( 300)

 Balance at September 30, 2024

 2,000

 Revisions of previous estimates

 Production

 ( 300)

 Balance at September 30, 2025

 2,400

 III. Standardized Measure of Discounted Cash Flows. The standardized measure of discounted cash flows from the Company's oil and gas reserves is summarized below. Cash flows are discounted at an annual rate of 10%. This does not result in an estimate of fair market or present value. Prices are the average of the NYMEX settlement price on the first day of each month of the year, corrected to received price. Cash flows are computed by applying that price to estimated production, less estimated expenditures incurred in estimated production. Income tax expense is not included because of the anticipated utilization of net operating loss and depletion carryforwards. The estimation of reserves is complex and subjective, and reserve estimates fluctuate in light of new production data.

 Standardized Measure of Discounted Cash Flows

 At September 30

 2025

 2024

 Estimated future revenue

 $ 137,000

 $ 130,000

 Estimated future expenditures

 ( 16,000)

 ( 15,000)

 Estimated future net revenue

 121,000

 115,000

 10% annual discount of estimated future net revenue

 ( 50,000)

 ( 43,000)

 Present value of estimated future net revenue

 $ 71,000

 $ 72,000

 IV. Summary of Changes in Standardized Measure of Discounted Future Net Cash Flows

 Summary of Changes in Standardized Measure of Discounted Future Net Cash Flows

 Year ended September 30

 2025

 2024

 Present value of estimated future net revenue, beginning of year

 $ 72,000

 $ 66,000

 Sales, net of production costs

 ( 16,000)

 ( 20,000)

 Net change in prices and cost of future production

 ( 8,900)

 -

 Revisions of quantity estimates

 24,000

 29,000

 Accretion of discount

 8,000

 7,000

 Change in production rates and other

 ( 8,100)

 ( 10,000)

 Present value of estimated future net revenue, end of year

 $ 71,000

 $ 72,000