What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-22 compared with 2022-11-14 · 712 added, 736 removed, 767 unchanged (65% of the section changed)

4 unchanged sentences

31, 2023 (unaudited)

Financial Statement

Consolidated Balance Sheets September 30, 2022 (unaudited) and December 31, 2021

Statement Index

Consolidated Balance Sheets March 31, 2023 (unaudited) and December 31, 2022

Consolidated Statements of Operations (unaudited)

4 unchanged sentences

Balance Sheets

September 30, 2022

March 31, 2023

December 31, 2022

1 unchanged sentence

Accounts receivable - net

Accounts receivable – Related Party

Lease receivable asset

Heze Hongyuan Natural Gas Co

Advance to Supplier - Prepayment

Advance to Supplier – Related Party

Deferred Offering Costs

Investment Heze Honguan Natural Gas Co.

Due from – Related party

Loan Receivables

Total Current Assets

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Total Non Current assets

Liabilities and Stockholders’ (Deficit)

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

Accounts payable – Related Party

Accrued Expenses

5 unchanged sentences

Line of Credit

Notes payable - GE

Convertible Notes Payable (net of discount of $ 437,044 and $ 26,919 respectively)

Convertible Notes Payable (net of discount of 651,167

and $ 326,805 respectively)

Related Party Notes Payable

Total Current Liabilities

Long-Term Debt:

Related Party Notes Payable (net of discount of $ 0 and $ 0 Respectively

Long-Term Liability:

Facility Lease Liability - long term

Net Long-Term Debt

Net Long-Term Liability

Total Liabilities

Commitments and contingencies

Stockholders’ (Deficit)

Common stock, $ .001 par value;

Stockholders’ Equity

Common stock, $ .001

2,000,000,000

shares authorized;

1,482,977,289 and 943,569,149 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

Subscription Receivables

and 37,174,879 issued

and outstanding as of March 31, 2023 and December 31, 2022, respectively

Shares to be issued

Addition paid-in capital

Accumulated Other Comprehensible Income

2 unchanged sentences

( 17,276,536 )

Total Stockholders’ (Deficit)

( 1,702,653 )

Total Stock Holders Equity attributable to CETY

Non-controlling interest

Total Stockholders’ Equity

( 1,721,712 )

Total Liabilities and Stockholders’ Deficit

Total Liabilities and Stockholders’ Equity

accompanying footnotes are an integral part of these consolidated financial statements

1 unchanged sentence

Statements of Operations

the three and nine months ended September 30, 2022 and 2021

the three months ended March 31 (Unaudited)

Cost of Goods Sold

3 unchanged sentences

Facility lease and Maintenance

Subcontractors

Consulting Engineering

Depreciation and Amortization

1 unchanged sentence

Net Profit / (Loss) From Operations

( 1,140,331 )

Change in derivative liability

Gain / (Loss) on debt settlement and write down

Interest and Financing fees

11 unchanged sentences

$ ( 1,064,246 )

$ ( 1,585,055 )

Per Share Information:

Basic and diluted weighted average number of common shares outstanding

1,022,795,657

weighted average number of common shares outstanding

Net Profit / (Loss) per common share basic and diluted

3 unchanged sentences

31, 2022 & 2023 (Unaudited)

Common Stock .001 Par

Preferred Stock

Common Stock to be issued

Additional Paid in

Non Controlling

Stock holders’ Deficit

December 31, 2020

Shares issued for warrant conversion

Shares issued for Reg A offering

Shares issued for acccrued dividend

Conversion of Preferred Series D

Inducement shares

Shares issued for cash

March 31, 2021

$ ( 16,582,898 )

$ ( 2,238,447 )

Shares issued for warrant conversion

Shares issued for cash

Shares for Conversion

June 30, 2021

( 16,814,751 )

( 2,394,791 )

Shares issued for correction

Shares issued for inducement

September 30, 2021

( 16,812,704 )

( 2,357,537 )

Preferred Stock

Common Stock to be

Stock holders’

Comprehensive

Deficit/equity

December 31, 2021

1 unchanged sentence

( 1,721,712 )

Beginning balance, value

$ ( 17,651,482 )

$ ( 7,238,572 )

Shares issued for warrant conversion

Shares issued for acccrued dividend

Conversion of Preferred Series D

Inducement Shares

Shares issued for correction

Shares for Conversion

Shares issued for Reg A offering

Shares issued for S1

Shares issued for cash

Shares issued for Reg A

Starting balance CETY HK

December 31, 2021

( 17,423,931 )

( 1,721,712 )

Ending balance, value

Subscription Receivable

Accumulated Comprehensive

March 31, 2022

( 17,536,520 )

Additional Paid

Accumulated Comprehensive

Deficit/equity

December 31, 2022

( 17,276,536 )

Comprehensive

Beginning balance value

Balance, value

( 17,276,536 )

issued for Reg A offering

issued for S1

Comprehensive

Warrants issued in conjunction for debt

Shares issued for S-1 Registration

Offering Cost

Shares issued for rounding

Shares for Pacific Pier and Firstfire conversion

Shares issued for Universal Scope Conversion

Accumulated Comprehensive

Non controlling interest ownership

( 1,073,858 )

issued for Reg A offering

issued for S1

issued Mast Hill fund

Comprehensive

( 1,035,835 )

issued for Reg A offering

issued for MGW Note Conversion

issued Q3 Bridge Financing

Comprehensive

March 31, 2023

( 18,350,395 )

Balance, value

( 18,350,395 )

2 unchanged sentences

Statements of Cash Flows

the nine months ended September 30 (Unaudited)

from Operating Activities:

Net Income / (

the three months ended March 31 (Unaudited)

Cash Flows from Operating Activities:

Net Income / ( Loss )

$ ( 1,035,835 )

Adjustments to reconcile net

loss to net cash used in operating activities:

Depreciation and amortization

Financing Fees

Gain on debt settlement

Shares issued for inducement

Amortization of debt discount

Change in debt discount and

Amortization Debt Discount

Warrant issued to JH Darbie

Financing Fees

Change in derivative liability

( 1,734,624 )

Changes in assets and liabilities:

(Increase) decrease in right

(Increase) decrease in lease

(Increase) decrease in accounts

( 1,113,760 )

(Increase) decrease in longterm

financing receivables

(Increase) decrease in right of use asset

(Increase) decrease in lease liability

(Increase) decrease in accounts receivable

Accrued Interest

Changes in prepayments

(Increase) decrease in inventory

(Increase) decrease in prepaid

(Decrease) increase in accounts

Other (Decrease) increase

in accrued expenses

Other (Decrease) increase

in accrued expenses related party

Other (Decrease) increase on equity method investment

(Decrease) increase in customer deposits

Cash Provided by (Used In) Operating Activities

( 1,929,678 )

( 1,964,231 )

from Investing Activities

Convertible Note Receivable

decrease in Heze Hongyuan Natural Gas Co

(Increase) decrease in Shuya

Purchase property plant and

Flows Used In Investing Activities

( 1,388,734 )

from Financing Activities

Bank Overdraft / (Repayment)

Payment on line of credit

Payment on notes payable

Proceeds from notes payable

(Decrease) increase in accounts payable

Other (Decrease) increase in accrued expenses

Other (Decrease) increase in accrued expenses related party

Other (Decrease) increase in customer deposits

Net Cash Provided by (Used In) Operating Activities

Cash Flows from Investing Activities

Investment in Heze Hongyuan

Loan Receivables Net Change Shuya Consolidation

Cash Flows Used In Investing Activities

Cash Flows from Financing Activities

Payment on lines of credit

Proceeds from notes payable and lines of credit

Proceeds from notes payable

related party

issued for cash

Flows Provided By Financing Activities

of exchange rate changes on cash

Net (Decrease) Increase in

Cash and Cash Equivalents

( 1,016,545 )

and Cash Equivalents at Beginning of Period

and Cash Equivalents at End of Period

Cashflow Information:

Payments on notes payable

Stock issued for cash

Cash Flows Provided By Financing Activities

Foreign Currency Transaction

Net (Decrease) Increase in Cash and Cash Equivalents

Cash and Cash Equivalents at Beginning of Period

Cash and Cash Equivalents at End of Period

Supplemental Cashflow Information:

Interest Paid

Non-Cash Disclosure

Discount on new notes

Shares to be issued for warrants

Shares issued for debt conversion

Supplemental Non-Cash Disclosure

Discount on new note

Universal convertible note issuance

Warrants issued for debt

accompanying footnotes are an integral part of these consolidated financial statements

1 unchanged sentence

to Consolidated Financial Statements (Unaudited)

unaudited interim consolidated financial statements as of and for the nine months ended September 30, 2022, reflect all adjustments which,

unaudited interim consolidated financial statements as of and for the three months ended March 31, 2023, reflect all adjustments which,

in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations

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additional disclosure needed for a fair presentation may be determined in that context.

The results of operations for the nine months

ended September 30, 2022 are not necessarily indicative of results for the entire year ending December 31, 2022.

The results of operations for the three months

ended March 31, 2023 are not necessarily indicative of results for the entire year ending December 31, 2023.

summary of significant accounting policies of Clean Energy Technologies, Inc.

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Our telephone number is (949) 273-4990.

stock is listed on the OTCQB Markets under the symbol “CETY.”

stock is listed on the Nasdaq Markets under the symbol “CETY.”

internet website address is www.cetyinc.com and our subsidiary’s web site is www.heatrecoverysolutions.com The information

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Clean Energy HRS (HRS), CETY Europe, and the legacy electronic manufacturing services (Electronic

Assembly) division and CETY Hong Kong.

Assembly) division and CETY HK.

financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets

and liquidation of liabilities in the normal course of business.

The Company had a total stockholder equity of $ 166,173 and a working

capital deficit of $ 4,000,686 as of September 30, 2022.

The company also had an accumulated deficit of $ 18,763,939 as of September 30,

The Company had a total stockholder’s equity of $ 6,001,109 and

a working capital of $ 2,377,048 as of March 31, 2023.

The company also had an accumulated deficit of $ 18,350,395 as of March 31, 2023.

Therefore, there is substantial doubt about the ability of the Company to continue as a going concern.

There can be no assurance

that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient

debt and/or equity capital and/or (2) to generate positive cash flow from operations.

develop renewable energy products and solutions and establish partnerships in renewable energy that make environmental and economic sense.

Our mission is to be a segment leader in the Zero Emission Revolution by offering recyclable energy solutions, clean energy fuels and

alternative electric power for small and mid-sized projects in North America, Europe, and Asia.

We target sustainable energy solutions

that are profitable for us, profitable for our customers and represent the future of global energy production.

There can be no assurance that

the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt

and/or equity capital and/or (2) to generate positive cash flow from operations.

mission is to be a leader in the zero-emission revolution by providing eco-friendly energy solutions, clean energy fuels, and alternative

electric power for small to mid-sized projects across North America, Europe, and Asia.

The company harnesses the power of heat and biomass

to produce electricity with zero emissions and minimal cost.

Additionally, the company offers Waste to Energy Solutions, converting waste

materials from manufacturing, agriculture, and wastewater treatment plants into electricity and BioChar.

Clean Energy Technologies also

Consulting, and Project Management Solutions, leveraging its expertise to develop clean energy projects for both municipal and industrial

customers, as well as Engineering, Procurement, and Construction (EPC) companies.

principal businesses

Heat Recovery Solutions – we recycle wasted heat produced in manufacturing, waste to energy and power generation facilities

using our patented Clean Cycle TM generator to create electricity which can be recycled or sold to the grid.

to Energy Solutions - we convert waste products created in manufacturing, agriculture, wastewater treatment plants and other industries

to electricity, renewable natural gas (“RNG”), hydrogen and bio char which are sold or used by our customers.

Consulting and Project Management Solutions – We have expanded our legacy electronics

and manufacturing business and plan to manufacture component parts for our Waste Heat Recovery and Waste to Energy business and to provide

consulting services to municipal and industrial customers and Engineering, Procurement and Construction (EPC) companies so they can identify,

design and incorporate clean energy solutions in their projects.

HK consists of two business ventures in mainland China:(i) our LNG trading operations sourcing and suppling LNG to industries and municipalities.

The LNG is principally used for heavy truck refueling stations and urban or industrial users in areas that do not have a connection to

local LNG pipeline systems.

We purchase large quantities of LNG from large wholesale LNG depots at fixed prices which are prepaid for

in advance at a discount to market.

We sell the LNG to our customers at prevailing daily spot prices for the duration of the contracts;

and (ii) our planned joint venture with Shenzhen Gas, acquiring natural gas pipeline operator facilities, each primarily located in the

southern part of Sichuan Province and portions of Yunnan Province.

Recovery Solutions – Clean Energy Technologies patented Clean Cycle Generator (CCG) is a heat recovery system that captures

waste heat from various sources and converts it into electricity.

This system can be integrated into various industrial processes, helping

to reduce energy costs and carbon emissions.

to Energy Solutions - Clean Energy Technologies’ waste to energy solutions involve converting organic waste materials,

such as agricultural waste and food waste, into clean energy through its proprietary gasification technology that produce a range of

products, including electricity, heat, and biochar.

Consulting and Project Management Solutions – Clean Energy Technologies offers engineering and manufacturing services to help

clients bring their sustainable energy products to market.

This includes design, prototyping, testing, and production services.

Energy Technologies’ expertise in engineering and manufacturing enables it to provide customized solutions to meet clients’

specific needs.

Energy Technologies (H.K.) Limited (“CETY HK”) consists of two business ventures in mainland China:(i) our natural gas

(“NG”) trading operations sourcing and suppling NG to industries and municipalities.

NG is principally used for heavy

truck refueling stations and urban or industrial users.

We purchase large quantities of NG from large wholesale NG depots at fixed

prices which are prepaid for in advance at a discount to market.

We sell the NG to our customers at fixed prices or prevailing daily

spot prices for the duration of the contracts;

and (ii) our planned joint venture with a large state-owned gas enterprise in China

called Shenzhen Gas (Hong Kong) International Co.

(“Shenzhen Gas”), acquiring natural gas pipeline operator

facilities, primarily located in the southwestern part of China.

Our planned joint venture with Shenzhen Gas plans to acquire, with

financing from Shenzhen Gas, natural gas pipeline operator facilities with the goal of aggregating and selling the facilities to Shenzhen

Gas in the future.

According to our Framework Agreement with Shenzhen Gas, we will be required to contribute $ 8 million to the joint

The terms of the joint venture are subject to the execution of definitive agreements.

financing from Shenzhen Gas, natural gas pipeline operator facilities with the goal of aggregating and selling the facilities to

Shenzhen Gas in the future.

According to our Framework Agreement with Shenzhen Gas, we will be required to contribute $8 million to

the joint venture which plans to raise those funds in future rounds of financing.

The terms of the joint venture are subject to the

execution of definitive agreements.

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES :

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amounts due, actual collections may differ from the estimated amounts.

As of September 30, 2022, and December 31, 2021, we had a reserve

As of March 31, 2023, and December 31, 2022, we had a reserve

for potentially un-collectable accounts receivable of $ 95,000 .

1 unchanged sentence

on a contract-by-contract basis and considers the length of the financing arrangement.

As of September 30, 2022, and December 31, 2021,

we had a reserve for potentially un-collectable long-term financing receivables of $ 247,500 and $ 247,500 respectively.

(4) customers accounted for approximately 98 % of accounts receivable on September 30, 2022.

As of March 31, 2023, and December 31, 2022, we

had a reserve for potentially un-collectable long-term financing receivables of $ 247,500 and $ 247,500 respectively.

(7) customers accounted for approximately 98 % of accounts receivable on March 31, 2023.

Our trade accounts primarily represent unsecured

Historically, our bad debt write-offs related to these trade accounts have been insignificant.

of September 30, 2022, and December 31, 2021 we had a lease asset that was purchased from General Electric with a value of $ 1,309,527 ,

however due the purchase price allocation, we recognized a value of $ 217,584 .

The lease is due to be commissioned in the first quarter

of 2022 and will generate approximately $ 20,000 per month for 120 months .

of March 31, 2023, and December 31, 2022 we had a lease asset that was purchased from General Electric with a value of $ 1,309,527 , however

due the purchase price allocation, we recognized a value of $ 217,584 .

The lease is due to be commissioned in the third quarter of 2023

and will generate approximately $ 20,000 per month for 120 months .

See note 3 for additional information.

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Any inventory write offs are charged to the reserve account.

As of September 30, 2022, and December 31, 2021, we had a reserve

As of March 31, 2023, and December 31, 2022, we had a reserve

for potentially obsolete inventory of $ 897,808 .

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principal obtains control over any one of the following (ASC 606-10-55-37A):

A good or another asset

from the other party which the entity then transfers to the customer.

Note that momentary control before transfer to the customer

may not qualify.

A right to a service to

be performed by the other party, which gives the entity the ability to direct that party to provide the service to the customer on

the entity’s behalf.

A good or service from

the other party that it then combines with other goods or services in providing the specified good or service to the customer.

good or another asset from the other party which the entity then transfers to the customer.

Note that momentary control before transfer

to the customer may not qualify.

right to a service to be performed by the other party, which gives the entity the ability to direct that party to provide the service

to the customer on the entity’s behalf.

good or service from the other party that it then combines with other goods or services in providing the specified good or service

to the customer.

the entity obtains control over one of the above before the good or service is transferred to a customer, the entity could be considered

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following five steps are applied to achieve that core principle for our HRS and CETY Europe Divisions:

Identify the contract with the customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations

in the contract

Recognize revenue when the company satisfies a performance

the contract with the customer

the performance obligations in the contract

the transaction price

the transaction price to the performance obligations in the contract

revenue when the company satisfies a performance obligation

following steps are applied to our legacy engineering and manufacturing division:

We generate a quotation

We receive purchase orders from our customers.

We build the product to their specification

We invoice at the time of shipment

The terms are typically Net 30 days

generate a quotation

receive purchase orders from our customers.

build the product to their specification

invoice at the time of shipment

terms are typically Net 30 days

following step is applied to our CETY HK business unit:

CETY HK is primarily responsible for fulfilling the

contract / promise to provide the specified good or service.

HK is primarily responsible for fulfilling the contract / promise to provide the specified good or service.

from time to time our contracts state that the customer is not obligated to pay a final payment until the units are commissioned, i.e.

a final payment of 10 %.

As of September 30, 2022 and December 31, 2021 we had $ 33,000 and 33,000 of deferred revenue, which is expected

to be recognized in the fourth quarter of year 2022.

As of March 31, 2023 and December 31, 2022 we had $ 33,000 and 33,000 of deferred revenue, which is expected to

be recognized in the fourth quarter of year 2023.

from time to time we require upfront deposits from our customers based on the contract.

As of September 30, 2022 and December 31, 2021,

we had outstanding customer deposits of $ 0 and $ 24,040 respectively.

As of March 31, 2023 and December 31, 2022, we

had outstanding customer deposits of $ 284,112 and $ 80,475 respectively.

Value of Financial Instruments

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Company uses to measure fair value:

Quoted prices

in active markets for identical assets or liabilities.

Observable inputs

other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active or

other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related

assets or liabilities.

Unobservable inputs

that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s

derivative liabilities have been valued as Level 3 instruments.

We value the derivative liability using a lattice model, with a volatility

of 84 % and using a risk free interest rate of 0.15 %

Quoted prices in active markets for identical assets or liabilities.

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets

that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full

term of the related assets or liabilities.

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

or liabilities.

The Company’s derivative liabilities have been valued as Level 3 instruments.

We value the derivative liability

using a lattice model, with a volatility of 91.5 % and using a risk free interest rate of 4.5 %

Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, advances

2 unchanged sentences

convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these

carrying amounts of the Company’s financial instruments as of September 30, 2022 and December 31, 2021 reflect:

carrying amounts of the Company’s financial instruments as of March 31, 2023 and December 31, 2022 reflect:

SCHEDULE OF FAIR VALUE OF CONVERTIBLE NOTES DERIVATIVE LIABILITY

Fair value of convertible notes derivative liability – September 30, 2022

Fair value of convertible notes derivative liability – March 31, 2023

Fair value of convertible notes derivative liability – December 31, 2022

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The accounts of the Company’s Chinese entities are maintained in RMB.

The accounts of the

Chinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and

liabilities were translated at the exchange rate on the balance sheet date;

stockholders’ equity is translated at historical rates

and the statements of operations and cash flows are translated at the weighted average exchange rate for the period.

The resulting translation

adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.”

Gains and losses resulting from foreign currency transactions are reflected in the statements of operations.

The accounts of the Chinese entities were translated into

USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and liabilities were translated at the exchange

rate on the balance sheet date;

stockholders’ equity is translated at historical rates and the statements of operations and cash

flows are translated at the weighted average exchange rate for the period.

The resulting translation adjustments are reported under other

comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from

foreign currency transactions are reflected in the statements of operations.

Company follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income (loss)

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in additional paid-in capital and distributions to stockholders.

Equity Method Investment

In July 2022, JHJ and other three shareholders agreed

to form and make total capital contribution of RMB 20 million ($ 2.81 million) with latest contribution due date in February 2066 into

Sichuan Hongzuo Shuya Energy Limited (“Shuya”), JHK owns 20 % of Shuya.

In August 2022, JHJ purchased 100 % ownership of Sichuan

Shunengwei Energy Technology Limited (“SSET”) for $ 0 , who owns 29 % of Shuya;

Shunengwei is a holding company and did not have

any operations nor made any capital contribution into Shuya as of the ownership purchase date by JHJ;

Right after the ownership purchase

of SSET, JHJ ultimately owns 49 % of Shuya.

Shuya was setup as the operating entity for pipeline

natural gas (PNG) and compressed natural gas (CNG) trading business, while the other two shareholders of Shuaya have large supply relationships.

The Company has determined

that Shuya is not a VIE and has evaluated its consolidation analysis under the voting interest model.

Because the Company does not own

greater than 50% of the outstanding voting shares, either directly or indirectly, it has accounted for its investment in Shuya

under the equity method of accounting .

Under this method, the investor (“JHJ”) recognizes its share of the profits and losses of the investee (“Shuya”)

in the periods when these profits and losses are also reflected in the accounts of the investee.

Any profit or loss recognized by the

investing entity appears in its income statement.

Also, any recognized profit increases the investment recorded by the investing entity,

while a recognized loss decreases the investment.

JHJ made a capital contribution of RMB 3.91 million ($ 0.55

million) into Shuya during the three months ended September 30, 2022.

Shuaya did not have any revenue yet but only incurred $ 27,836 operating

expenses as of September 30, 2022;

accordingly, JHJ recorded $ 13,640 investment loss from investment of Shuya for the three months ended

September 30 ,2022.

JHJ’s investment in Shuya was decreased to $ 536,994 as of September 30, 2022.

from fair value or equity method to consolidation

2022, JHJ and other three shareholders agreed to form and make total capital contribution of RMB 20 million ($ 2.81 million) with latest

contribution due date in February 2066 into Sichuan Hongzuo Shuya Energy Limited (“Shuya”), JHK owns 20 % of Shuya.

2022, JHJ purchased 100 % ownership of Sichuan Shunengwei Energy Technology Limited (“SSET”) for $ 0 , who owns 29 % of Shuya;

Shunengwei is a holding company and did not have any operations nor made any capital contribution into Shuya as of the ownership purchase

right after the ownership purchase of SSET, JHJ ultimately owns 49 % of Shuya.

was setup as the operating entity for pipeline natural gas (PNG) and compressed natural gas (CNG) trading business, while the other two

shareholders of Shuaya have large supply relationships.

the year ended December 31, 2022, the Company has determined that Shuya was not a VIE and has evaluated its consolidation analysis under

the voting interest model.

Because the Company does not own greater than 50% of the outstanding voting shares, either directly or indirectly,

it has accounted for its investment in Shuya under the equity method of accounting.

Under this method, the investor (“JHJ”)

recognizes its share of the profits and losses of the investee (“Shuya”) in the periods when these profits and losses are

also reflected in the accounts of the investee.

Any profit or loss recognized by the investing entity appears in its income statement.

Also, any recognized profit increases the investment recorded by the investing entity, while a recognized loss decreases the investment.

made a investment of RMB 3.91 million ($ 0.55 million) into Shuya during the 12 months ended December 31, 2022 recorded in accordance

with ASC 323.

Shuya had a net loss of approximately $ 10,750 during the year ending December 31, 2022, of which approximately $ 5,000 was

allocated to the company, reducing the investment by that amount.

effective January 1, 2023, JHJ, SSEN and Chengdu Xiangyueheng Enterprise Management Co., Ltd (“Xiangyueheng), who is the 10% shareholder

of Shuya, entered a Three-Parties Consistent Action Agreement, wherein these three shareholders (or three parties) will guarantee that

the voting rights will be expressed in the same way at the shareholders’ meeting of Shuya to consolidate the controlling position

of the three parties in Shuya.

The three parties agree that within the validity period of this agreement, before the party intends to

propose the motions to the shareholders or the board of directors on the major matters related to the voting rights of the shareholders

or the board of directors, the three parties internally will discuss, negotiate and coordinate the motion topics for consistency;

the event of disagreement, the opinions of JHJ shall prevail.

a result of Consistent Action Agreement, the Company re-analyzed and determined that Shuya is the variable interest entity (“VIE”)

of JHJ because 1) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, and 2) Shuya

is structured with disproportionate voting rights, and substantially all of the activities are conducted on behalf of an investor with

disproportionately few voting rights.

Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate

that VIE, if the reporting entity has both of the following characteristics:

(a) the power to direct the activities of the VIE that most

significantly affect the VIE’s economic performance;

and (b) the obligation to absorb losses, or the right to receive benefits,

that could potentially be significant to the VIE.

The Company concluded JHJ is deemed the primary beneficiary of the VIE.

the Company consolidates Shuya effective on January 1, 2023.

ASC-805-10-50-2, initial consolidation of an investee previously reported using fair value or the equity method should be accounted for

prospectively as of the date the entity obtained a controlling financial interest.

And the public business entities should provide pro

forma information as if the consolidation had occurred as of the beginning of each of the current and prior comparative reporting period.

However, Shuya was incorporated in July 2022, and the actual consolidation was effective on January 1, 2023, therefore, no comparative

period adjustments are presented for the three months ended March 31, 2022 as they do not exist.

Profit (Loss) per Common Share

profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding.

At September 30, 2022,

we had outstanding common shares of 1,482,977,288 used in the calculation of basic earnings per share.

Basic Weighted average common

shares and equivalents for the three months ended September 30, 2022 and September 30, 2021 were 1,482,977,288 and 943,569,149 respectively.

As of September 30, 2022, we had convertible notes, convertible into approximately 84,016,076 of additional common shares, 23,472,222

At March 31, 2023,

we had outstanding common shares of 38,495,453

used in the calculation of basic earnings per share.

Basic Weighted average common shares and equivalents for the three months ended

March 31, 2023, and March 31, 2022 were 37,255,674

and 23,807,336

respectively.

As of March 31, 2023, we had convertible notes, convertible into approximately 2,149,991

of additional common shares, 617,000

common stock warrants.

Fully diluted weighted average common shares and equivalents were withheld from the calculation for the three

months ended September 30, 2022 and September 30, 2021 as they were considered anti-dilutive.

months ended March 31, 2023, and March 31, 2022 as they were considered anti-dilutive.

and Development

had no amounts of research and development R&D expense during the three & nine months ended September 30, 2022 and 2021.

had no amounts of research and development R&D expense during the three & three months ended March 31, 2023, and 2022.

Codification Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an

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The Company has four reportable segments:

Clean Energy HRS (HRS), CETY Europe and the legacy

electronic manufacturing services division and CETY HK.

The segments are determined based on several factors, including the nature of

products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.

to note 1 for a description of the various product categories manufactured under each of these segments.

Clean Energy HRS (HRS), CETY Europe, CETY HK and engineering & manufacturing services division.

The segments are determined based on several factors, including the nature of products and

services, the nature of production processes, customer base, delivery channels and similar economic characteristics.

Refer to note 1

for a description of the various product categories manufactured under each of these segments.

operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income.

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SCHEDULE OF SEGMENT REPORTING

for the nine months ended

for the three months ended March, 31

Manufacturing and Engineering

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Facility lease and Maintenance

Consulting Subcontractors

Depreciation and Amortization

Change in derivative liability

Gain debt settlement

Interest Expense

Interest and Financing fees

Net Loss before income tax

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requisite service.

For the three months ended September 30, 2022 and 2021 we had $ 0 in share-based expense, due to the issuance of common

As of September 30, 2022, we had no further non-vested expense to be recognized.

For the three months ended March 31, 2023, and 2022 we had $ 0 in share-based expense, due to the issuance of common

As of March 31, 2023, we had no further non-vested expense to be recognized.

Income taxes are not currently due since we have had losses since inception of Clean Energy Technologies.

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reporting purposes and the amounts used for income tax reporting purposes.

of September 30, 2022, we had a net operating loss carry-forward of approximately $( 10,108,327 ) and a deferred tax asset of $ 3,032,498

using the statutory rate of 30 %.

of March 31, 2023, we had a net operating loss carry-forward of approximately $( 8,275,877 ) and a deferred tax asset of $ 2,482,763 using

the statutory rate of 30 %.

The deferred tax asset may be recognized in future periods, not to exceed 20 years.

However, due to

the uncertainty of future events we have booked valuation allowance of $( 3,032,498 ).

FASB ASC 740 prescribes recognition threshold and

measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax

FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,

disclosure and transition.

On September 30, 2022 the Company had not taken any tax positions that would require disclosure under FASB

However, due to the uncertainty

of future events we have booked a valuation allowance of $( 2,482,763 ).

FASB ASC 740 prescribes recognition threshold and measurement

attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and

On March 31, 2023 the Company did not take any tax positions that would require disclosure under FASB ASC 740.

SCHEDULE OF DEFERRED TAX ASSET

September 30, 2022

March 31, 2023

December 31, 2022

Deferred Tax Asset

$ ( 2,482,763 )

( 2,482,763 )

Valuation Allowance

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any material impact on our financials because of the adoption of this update.

Stock Issuance Costs

stock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising

of additional capital to be performed within one year.

These costs are netted against additional paid-in capital as a cost of the stock

issuance upon closing of the respective stock placement.

During the quarter ended March 31, 2023, $ 549,225 of deferred stock issuance

costs were capitalized and will be recognized with the $ 204,556 of deferred stock issuance costs during the year ended December 31, 2022.

3 – ACCOUNTS AND NOTES RECEIVABLE

OF ACCOUNTS AND NOTES RECEIVABLE

September 30, 2022

SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE

March 31, 2023

December 31, 2022

Accounts Receivable

Accounts Receivable Related Party

Less reserve for uncollectable accounts

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SCHEDULE OF LEASE RECEIVABLE ASSET

September 30, 2022

March 31, 2023

December 31, 2022

Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of September 30, 2022 any

collection on the lease payments was not yet considered probable, resulting in no derecognition of the underlying asset and no net lease

investments recognized on the sales-type lease pursuant to ASC 842-30-25-3.

Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of March 31, 2023 any collection

on the lease payments was not yet considered probable, resulting in no derecognition of the underlying asset and no net lease investments

recognized on the sales-type lease pursuant to ASC 842-30-25-3.

SCHEDULE OF DERECOGNITION OF UNDERLYING ASSETS OF FINANCING RECEIVABLE

September 30, 2022

March 31, 2023

December 31, 2022

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SCHEDULE OF INVENTORIES

September 30, 2022

March 31, 2023

December 31, 2022

Less reserve for uncollectable accounts

Inventory is pledged to Nations Interbanc, our line of credit.

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SCHEDULE OF PROPERTY AND EQUIPMENT

September 30, 2022

March 31, 2023

December 31, 2022

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Net Fixed Assets

Depreciation Expense for the three months ended September 30, 2022 and 2021 was $ 7,519 and $ 8,073 respectively.

Depreciation Expense for the three months ended March 31, 2023 and 2022 was $ 5,949 and $ 7,519 respectively.

Property Plant and Equipment is pledged to Nations Interbanc, our line of credit.

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SCHEDULE OF INTANGIBLE ASSETS

September 30, 2022

March 31, 2023

December 31, 2022

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Net Fixed Assets

Amortization Expense for the nine months ended September 30, 2022 and 2021 was $ 22,557 and $ 24,219 respectively.

Amortization Expense for the three months ended March 31, 2023 and 2022 was $ 2,969 and 2,969 respectively.

on the foregoing analysis of the facts surrounding the Company’s acquisition of LWL, it is the Company’s position that the

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Rongjun owns 90 % of Heze.

During the three months

ended, JHJ recorded $ 17,961 interest income from this note.

8 – ACCRUED EXPENSES

OF ACCRUED EXPENSES

September 30, 2022

December 31, 2021

Accrued Wages

Accrued Interest and other

Taxes and other

Wages and Taxes

9 – NOTES PAYABLE

Company issued a short-term note payable to an individual, secured by the assets of the Company, dated September 6, 2013 in the amount

of $ 50,000 and fixed fee amount of $ 3,500 .

As of December 31, 2019, the outstanding balance was $ 36,500 .

On January 30, 2020 we issued

1,700,000 shares of our common stock at a purchase price of $ .02 per share, as settlement in full of a note payable of in the amount

of $ 36,500 with accrued interest of $ 19,721 .

As a result, we recognized a gain in the amount of $ 22,221 in the 1 st quarter

November 11, 2013, we entered into an accounts receivable financing agreement with American Interbanc (now Nations Interbanc).

outstanding under the agreement bear interest at the rate of 2.5 % per month.

outstanding under the agreement bear interest at the rate of 2.5 % annually.

It is secured by the assets of the Company.

it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer.

As of June 30, 2022, the outstanding balance was $ 1,109,812.75

As of March 31, 2023, the outstanding balance was $ 776,588

compared to $ 998,820 at December 31, 2022.

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shall be due and payable in full .

Liability to GE

SCHEDULE OF NOTES PAYABLE

September 30, 2022

December 31, 2021

Note payable GE

Accrued transition services

Accrued Interest

are currently in default on the payment of the purchase price pursuant to our asset purchase agreement with General Electric due to our

belief that we are entitled to a reduction in purchase price we paid due to the misunderstanding of the asset valuation.

May 4, 2020 the company entered in to a payroll protection loan, with Comerica bank, guaranteed by the SBA due May 4, 2022 for $ 110,700 ,

with an interest rate of 1 %.

This note payment is due in full on May 4, 2022 and also has the possibility of forgiveness.

This note was

forgiven on July 1, 2021.

February 4 , 2021 the company entered in to a payroll protection loan, with Comerica bank, guaranteed by the SBA due February 4, 2023

for $ 89,200 , with an interest rate of 1 %.

This note payment is due in full on February 4, 2023 and also has the possibility of forgiveness.

As of the date of this filing this note has been forgiven.

This note was forgiven on July 26, 2021.

September 7, 2021 the company entered into a promissory note in the amount of $ 226,345 , with and interest rate of 10 % per annum and a

default interest rate of 22% per annum.

CETY stopped making payments and informed GE that it had encountered difficulties because of the valuations

of the assets that were acquired from GE.

Given that the values of the assets were different than GE’s internal reports and as

we discussed at the time of the transaction with GE’s management, we proposed a change in the amount the Company owes GE under

the purchase agreement, but GE was non-responsive, and GE’s entire distributed power vertical has been divested.

on the California Statute of Limitations, the Nevada Statute of Limitations, and the New York Statute of Limitations it is the view of

our legal counsel that the above referenced debt is no longer an enforceable obligation.

under California law, Nevada law, and New York

law, as it became past due no later than November 3, 2016, more than Six (6) years ago and last payment made on the debt was on November

3, 2016, which is more than Six (6) years ago.

The total gain recognized from this write off was $ 2,556,916 .

September 7, 2021, the company entered into a promissory note in the amount of $ 226,345 , with and interest rate of 10 % per annum and

a default interest rate of 22% per annum .

This note is due in full on September 7, 2022 , and has mandatory monthly payments of $ 23,828 .

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may be converted into shares of common stock of the company.

This is note is convertible, but not until a contingent event of default

has taken place, none of which have occurred as of the date of this filing.

The balance on this note as of June 30, 2022 was $ 23,828.44 .

This note was paid off as of July 5, 2022.

This note is convertible, but not until a contingent event of default has

taken place, none of which have occurred as of the date of this filing.

The balance on this note as of March 31, 2022 was $ 119,142 .

note was paid off in June 29, 2022.

September 28, 2021, the company entered into a promissory note in the amount of $ 142,720 , with and interest rate of 10 % per annum and

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may be converted into shares of common stock of the company.

This is note is convertible, but not until a contingent event of default

has taken place, none of which have occurred as of the date of this filing.

The balance on this note as of June 30, 2022 was $ 30,006 .

This note is convertible, but not until a contingent event of default has

taken place, none of which have occurred as of the date of this filing.

This note was paid off as of July 13, 2022.

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none of which have occurred as of the date of this filing.

The balance on this note as of June 30, 2022 was $ 170,060 .

June 30, 2022 the company entered into a promissory note in the amount of $ 252,928.44 with and interest rate of 10 % per annum and a default

interest rate of 22% per annum.

This note was paid off as of Dec 6, 2022.

June 30, 2022, the company entered into a promissory note in the amount of $ 252,928.44 with and interest rate of 10 % per annum and a

default interest rate of 22% per annum .

This note is due in full on June 30, 2023 and has mandatory monthly payments of $ 27,822.13 .

had an OID of $ 25,293 and recorded as finance fee expense.

In the event of the default, at the option of the Investor, the note may be

converted into shares of common stock of the company.

This is note is convertible, but not until a contingent event of default has taken

place, none of which have occurred as of the date of this filing.

The balance on this note as of September 30, 2022 was $ 222,577.30

note had an OID of $ 25,293 and recorded as finance fee expense.

In the event of the default, at the option of the Investor, the note

may be converted into shares of common stock of the company.

This note is convertible, but not until a contingent event of default has

taken place, none of which have occurred as of the date of this filing.

The balance on this note as of December 31, 2022 was $ 139,111.30

This note was paid off as of Feb 13, 2023.

July 13, 2022, the company entered into a promissory note in the amount of $ 159,450 with and interest rate of 10 % per annum and a default

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be converted into shares of common stock of the company.

This is note is convertible, but not until a contingent event of default has

taken place, none of which have occurred as of the date of this filing.

The balance on this note as of September 30, 2022 was $ 140,316

This note is convertible, but not until a contingent event of default has taken

place, none of which have occurred as of the date of this filing.

The balance on this note as of December 31, 2022 was $ 87,697.50 .

note was paid off as of March 7, 2023.

October 25, 2022, the company entered into a promissory note in the amount of $ 114,850 with and interest rate of 10 % per annum and a

default interest rate of 22% per annum .

This note is due in full on October 25, 2023 and has mandatory monthly payments of $ 12,633.50

The note had an OID of $ 11,850.00 and recorded as finance fee expense.

In the event of the default, at the option of the Investor, the

note may be converted into shares of common stock of the company.

This note is convertible, but not until a contingent event of default

has taken place, none of which have occurred as of the date of this filing.

The balance on this note as of March 31, 2023 was $ 78,151.50 .

Dec 5,2022 the company entered into a promissory note in the amount of $ 191,526 with an interest rate of 10 % per annum and a default

interest rate of 22% per annum .

This note is due in full on December 5, 2023 and has mandatory monthly payments of $ 21,067.80 .

had an OID of $ 19,760.00 and recorded as finance fee expense.

In the event of the default, at the option of the Investor, the note may

be converted into shares of common stock of the company.

This note is convertible, but not until a contingent event of default has taken

place, none of which have occurred as of the date of this filing.

The balance on this note as of March 31, 2023, was $ 147,474.60 .

Feb 10,2023 the company entered into a promissory note in the amount of $ 258,521

with and interest rate of 10 %

per annum and a default

interest rate of 22% per annum .

due in full on Feb

10, 2024 , and has mandatory monthly payments

of $ 28,437.30

The note had an OID of $ 27,698.87

and recorded as finance fee expense.

of the default, at the option of the Investor, the note may be converted into shares of common stock of the company.

This note is convertible,

but not until a contingent event of default has taken place, none of which has occurred as of the date of this filing.

The balance on

this note as of March 31, 2023, was $ 232,669 .

March 6,2023 the company entered into a promissory note in the amount of $ 135,005 with and interest rate of 10 % per annum and a default

interest rate of 22% per annum .

This note is due in full on March 6, 2024 , and has mandatory monthly payments of $ 13,500 .

an OID of $ 14,465.50 and was recorded as finance fee expense.

In the event of the default, at the option of the Investor, the note may

be converted into shares of common stock of the company.

This note is convertible, but not until a contingent event of default has taken

place, none of which has occurred as of the date of this filing.

The balance on this note as of March 31, 2023, was $ 135,005 .

May 5, 2017, we entered into a nine-month convertible note payable for $ 78,000 , which accrues interest at the rate of 12 % per annum.

is not convertible until three months after its issuance and has a conversion rate of sixty one percent ( 61 %) of the lowest closing bid

price (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately preceding the date of conversion.

It is not convertible until three months after its issuance and has a conversion rate of sixty one percent ( 61 %) of the lowest closing

bid price (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately preceding the date of conversion.

On November 6, 2017, this note was assumed and paid in full at a premium for a total of $ 116,600 by Cybernaut Zfounder Ventures.

term were added to the original note with the interest rate of 14 %.

term was added to the original note with the interest rate of 14 %.

This note matured on February 21 st of 2018 and is currently

As of September 30, 2022, the outstanding balance due was $ 91,600 .

As of March 31, 2023, the outstanding balance due was $ 159,894.95 .

As of April 3, 2023, this note was settled and paid off.

May 24, 2017, we entered into a nine-month convertible note payable for $ 32,000 , which accrues interest at the rate of 12 % per annum.

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2018, and is currently in default.

As of September 30, 2022, the outstanding balance due was $ 95,685

October 30, 2019 we entered into a convertible note payable for $ 103,000 , with a maturity date of October 30, 2020 , which accrues interest

at the rate of 12 % per annum.

It is convertible six months after its issuance and has a conversion rate of sixty-five percent ( 65 %) of

the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately

preceding the date of conversion.

We also entered into a stock purchase agreement for the potential conversion into common stock.

note was paid in full on May 1, 2020.

January 8, 2020 we entered into a convertible note payable for $ 103,000 , with a maturity date of January 8, 2021 , which accrues interest

at the rate of 12 % per annum.

It is convertible six months after its issuance and has a conversion rate of sixty-five percent ( 65 %) of

the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately

preceding the date of conversion.

We also entered into a stock purchase agreement for the potential conversion into common stock.

The fair value of the convertible feature was $ 87,560 , we recorded a debt discount of $ 87,560 .

On July 7, 2020 this note was paid in

February 19, 2020 we entered into a convertible note payable for $ 53,000 , with a maturity date of February 19, 2021 , which accrues interest

at the rate of 12 % per annum.

It is convertible six months after its issuance and has a conversion rate of sixty-five percent ( 65 %) of

the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately

preceding the date of conversion.

We also entered into a stock purchase agreement for the potential conversion into common stock.

August 18, 2020 this note was paid in full.

July 6, 2020, Clean Energy Technologies, Inc.

(the “Company) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor

a convertible promissory note (the “Note”) in the original principal amount of $ 164,800 , a Warrant (the “Warrant”)

to purchase 1,500,000 shares of the Company’s common stock, par value $ .001 per share (the “Common Stock”) and one

million ( 1,000,000 ) restricted shares of Common Stock (“Commitment fee Shares”).

The Note carried an original issue discount

of $ 4,800 with interest of 8 % per annum payable at maturity.

The Note matures 8 months from the issue date and is convertible at any

time into the Common Stock at a conversion price equal to $ 0.02 per share, subject to adjustment.

The shares were valued on the date

of issuance using the stock price on that day for a total value of $ 19,211 .

We also recognized a debt discount of $ 17,861 .

$ 3,234 of the debt discount during the three months ended September 30, 2020.

The unamortized debt discount as of September 30, 2020

was $ 14,267 .

This note was fully converted as of December 31, 2020.

This note was converted into 14,035,202 shares of common stock, for

a total of $ 171,229 including principal of 164,800 plus a accrued interest of $ 6,429 .

Also on January 12, 2021 the company issued 697,861 shares

of its common stock as redemptions of $ 27,914 in cashless warrants.

July 15, 2020 we entered into a convertible note payable for $ 128,000 , with a maturity date of July 15, 2021 , which accrues interest

at the rate of 12 % per annum.

It is convertible six months after its issuance and has a conversion rate of sixty-five percent ( 65 %) of

the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately

preceding the date of conversion.

We also entered into a stock purchase agreement for the potential conversion into common stock.

note was paid in full on October 16, 2020.

August 17, 2020, Clean Energy Technologies, Inc.

(the “Company) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor

a convertible promissory note (the “Note”) in the original principal amount of $ 103,000 , a Warrant (the “Warrant”)

to purchase 1,500,000 shares of the Company’s common stock, par value $ .001 per share (the “Common Stock”) and one

million ( 1,000,000 ) restricted shares of Common Stock (“Commitment fee Shares”).

The Note carried an original issue discount

of $ 3,000 with interest of 8 % per annum payable at maturity.

The Note matures 8 months from the issue date and is convertible at any

time into the Common Stock at a conversion price equal to $ 0.02 per share, subject to adjustment.

The shares were valued on the date

of issuance using the stock price on that day for a total value of $ 19,211 .

We also recognized a debt discount of $ 17,861 .

$ 14,627 of the debt discount during the six months ended June 30, 2021.

The unamortized debt discount as of June 30, 2022 was $ 0 .

note was paid in full on January 8, 2021.

September 10, 2020 we entered into a convertible note payable for $ 63,000 , with a maturity date of July 15, 2021 , which accrues interest

at the rate of 11 % per annum.

It is convertible six months after its issuance and has a conversion rate of sixty-five percent ( 65 %) of

the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately

preceding the date of conversion.

We also entered into a stock purchase agreement for the potential conversion into common stock.

note was paid in full on January 15, 2021.

October 14, 2020 Clean Energy Technologies, Inc.

(the “Company) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with Firstfire Global Opportunities Fund LLC, (the “Investor”), pursuant to which the Company

issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $ 168,000 , a Warrant

(the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ .001 per share (the “Common

Stock”) and 1,250,000 restricted shares of Common Stock (“Commitment fee Shares”).

The Note carried an original issue

discount of $ 8,000 with interest of 8 % per annum payable at maturity.

The Note matures 8 months from the issue date and is convertible

at any time into the Common Stock at a conversion price equal to $ 0.02 per share, subject to adjustment.

The shares were valued on the

date of issuance using the stock price on that day for a total value of $ 24,282 .

We also recognized a debt discount of $ 24,282 .

$ 19,093 of the debt discount during the three months ended March 31, 2021.

The unamortized debt discount as of March 31, 2022 was $ 0 .

On January 29, 2021 this note was paid in full.

Also on January 12, 2021 the company issued 697,861 shares of its common stock as redemptions

of $ 27,914 in cashless warrants.

November 10, 2020 we entered into a convertible note payable for $ 53,000 , with a maturity date of November 10, 2021 , which accrues interest

at the rate of 11 % per annum.

It is convertible six months after its issuance and has a conversion rate of sixty-five percent ( 65 %) of

the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately

preceding the date of conversion.

We also entered into a stock purchase agreement for the potential conversion into common stock.

February 11, 2021 this note was paid in full.

December 18, 2020 we entered into a convertible note payable for $ 83,500 , with a maturity date of December 18, 2021 , which accrues interest

at the rate of 11 % per annum.

It is convertible six months after its issuance and has a conversion rate of sixty-five percent ( 65 %) of

the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen ( 15 ) Trading Days immediately

preceding the date of conversion.

We also entered into a stock purchase agreement for the potential conversion into common stock.

March 11, 2021 this note was paid in full.

As of March 31, 2023, the outstanding balance due was $ 163,979.95 .

As of April 3, 2023, this note

was settled and paid off.

December 27, 2021, we entered into a convertible note payable with Universal Scope Inc.

for $ 650,000 with a maturity date of June 21,

2022 , which accrues interest at the rate of 2 % per annum.

It is convertible at any time after its issuance and has fix conversion rate

of $ 0.06 of our common stock.

for $ 650,000

with a maturity date of June

21, 2022 , which accrues interest at the rate

It is convertible at any time after its issuance and has a fixed conversion rate of $ 0.06

of our common stock.

This note was converted

of our common shares on March 28, 2023.

May 6, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P.

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Mast Hill Fund is entitled

to purchase 9,375,000 shares of commons stock per the warrant agreement at the exercise price of $ 0.04 .

Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing

Mast Hill with registration rights.

to purchase 234,375 shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase Agreement

provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration

August 5, 2022, we entered into a Securities Purchase Agreement with Jefferson Street Capital, LLC (Jefferson) pursuant to which the

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of $ 125,000.00 plus an original issue discount in the amount of $ 13,888.88 , and an interest rate of fifteen percent ( 15 %) per annum.

Jefferson is entitled to purchase 1,736,111 shares of commons stock per the warrant agreement at the exercise price of $ 0.04 .

Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Jefferson as well as providing

Jefferson with registration rights.

Jefferson is entitled to purchase 43,403 shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities

Purchase Agreement provides customary representations, warranties and covenants of the Company and Jefferson as well as providing Jefferson

with registration rights.

This note was paid off as of March 9, 2023, $ 187,451.37

August 17, 2022, we entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC (“Firstfire”)

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( 15 %) per annum.

Firstfire is entitled to purchase 1,875,000 shares of commons stock per the warrant agreement at the exercise price

The Securities Purchase Agreement provides customary representations, warranties and

covenants of the Company and Firstfire as well as providing Firstfire with registration rights.

September 1, 2022, we entered into a Securities Purchase Agreement with Pacific Pier Capital, LLC (Pacific) pursuant to which the Company

issued to Pacific a $ 138,888 Convertible Promissory Note, due August 5, 2023 (the “Note”) for a purchase price of $ 125,000.00

plus an original issue discount in the amount of $ 13,888.88 , and an interest rate of fifteen percent ( 15 %) per annum.

Pacific is entitled

to purchase 1,736,111 shares of commons stock per the warrant agreement at the exercise price of $ 0.04 .

Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Pacific as well as providing

Pacific with registration rights.

Firstfire is entitled to purchase 46,875 shares of common stock per the warrant agreement at the exercise price of

The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Firstfire as

well as providing Firstfire with registration rights.

This note was paid off as of March 9, 2023, $ 215,000

September 1, 2022, we entered into a Securities Purchase Agreement with Pacific Pier Capital, LLC (Pacific) pursuant to which the

Company issued to Pacific a $ 138,888

Convertible Promissory Note, due August

5, 2023 (the “Note”) for a purchase price of $ 125,000.00

plus an original issue discount in the amount of $ 13,888.88 ,

and an interest rate of fifteen percent ( 15 %)

Pacific is entitled to purchase 43,403

shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Pacific as well as

providing Pacific with registration rights.

This note was paid off as of March 9, 2023, $ 190,605.67

September 16, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P.

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Mast Hill Fund

is entitled to purchase 3,750,000 shares of commons stock per the warrant agreement at the exercise price of $ 0.04 .

Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing

Mast Hill with registration rights.

is entitled to purchase 93,750 shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase

Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with

registration rights.

Mast Hill converted their warrant on April 18, 2023.

November 10, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P.

(Mast Hill”) pursuant to which the Company

issued to Mast Hill a $ 95,000 Convertible Promissory Note, due November 10, 2023 (the “Note”) for a purchase price of $ 85,500

plus an original issue discount in the amount of $ 9,500 and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled

to purchase 29,686 shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase Agreement

provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration

November 21, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P.

(Mast Hill”) pursuant to which the Company

issued to Mast Hill a $ 95,000 Convertible Promissory Note, due November 21, 2023 (the “Note”) for a purchase price of $ 85,500

plus an original issue discount in the amount of $ 9,500 , and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled

to purchase 29,686 shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase Agreement

provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration

December 26, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P.

(Mast Hill”) pursuant to which the Company

issued to Mast Hill a $ 123,000 Convertible Promissory Note, due December 26, 2023 (the “Note”) for a purchase price of $ 110,700

plus an original issue discount in the amount of $ 12,300 and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled

to purchase 38,437 shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase Agreement

provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration

On January 19, 2023, we entered into a Securities

Purchase Agreement with Mast Hill, L.P.

(Mast Hill”) pursuant to which the Company issued to Mast Hill a $ 187,000 Convertible Promissory

Note, due January 19, 2024 (the “Note”) for a purchase price of $ 168,300 plus an original issue discount in the amount of

$ 18,700 and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled to purchase 58,438 shares of common stock

per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase Agreement provides customary representations, warranties

and covenants of the Company and Mast Hill as well as providing Mast Hill with registration rights.

March 8, 2023, we entered into a Securities Purchase Agreement with Mast Hill, L.P.

(Mast Hill”) pursuant to which the Company

issued to Mast Hill a $ 734,000 Convertible Promissory Note, due March 8, 2024 (the “Note”) for a purchase price of $ 660,600

plus an original issue discount in the amount of $ 73,400 and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled

to purchase 367,000 shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase Agreement

provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration

due to Convertible Notes

SCHEDULE OF CONVERTIBLE NOTES

September 30, 2022

December 31, 2021

Total convertible notes

Accrued Interest

Debt Discount

convertible notes

10 – Derivative Liabilities

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We value the derivative liability using

a binomial lattice model with an expected volatility range of 70 % to 84 %, a risk-free interest rate range of 0.15 %, an exercise price

range of $ .0245 to $ .0258 and a stock price of $ .033 .

a binomial lattice model with an expected volatility of 91.5 %, a risk-free interest rate range of 4.5 %, and an exercise price of $ 1.00 .

The remaining derivative liabilities were:

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY

September 30, 2022

December 31, 2021

Derivative Liabilities on Convertible Loans:

Outstanding Balance

Liabilities on Convertible Loans:

11 – COMMITMENTS AND CONTINGENCIES

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On March 10, 2017, the Company signed

a lease agreement for a 18,200 -square foot CTU Industrial Building.

a lease agreement for an 18,200 -square

foot CTU Industrial Building.

Lease term is seven years and two months beginning July 1, 2017.

Future minimum lease payments for the years ending December 31, are:

In October of 2018 we signed a sublease agreement with our facility

in Italy with an indefinite term that may be terminated by either party with a 60-day notice for 1,000 Euro per month.

Due to the short

termination clause, we are treating this as a month-to-month lease .

of September 30, 2022

Future minimum lease payments for the

years ending December 31, are:

October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party

with a 60-day notice for 1,000 Euro per month.

Due to the short termination clause, we are treating this as a month-to-month lease .

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

of March 31, 2023

March 31, 2024

March 31, 2025

March 31, 2026

March 31, 2027

Total undiscounted cash flows

Lease Liability

lease expense for the three months ended March 31, 2023 and 2022 was $ 122,779 and $ 88,962 respectively.

Effective August 5, 2022, Shuya entered a 48 months lease for

a natural gas recycle station from Leishen (the 41% shareholder of Shuya), including the operating right and use right of all the assets

and equipment in the station.

The annual rent is approximately $76,100, to be paid each year in advance.

Effective August 5, 2022, Shuya

entered another 48 months lease for leasing a sewage treatment land from Leishen for the purpose of operating the natural gas recycling

The annual rent is approximately $19,540, to be paid each year in advance.

following is a schedule, by year of lease payment for Shuya as of March 31, 2023.

For the 12 months ending

Lease Payment

March 31, 2024

March 31, 2025

March 31, 2026

March 31, 2027

Total undiscounted cash flows

Imputed Interest

Net Lease Liability

lease expense for the nine months ended September 30, 2022, and 2021 was $ 260,262 and $ 254,708 respectively.

Present value of lease liabilities

lease expense of Shuya for the three months ended March 31, 2023 and 2022 was $ 86,774 and $ 0 respectively.

ASU 2016-02 “Leases (Topic 842)” – In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize

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The amendment effecting the increase in our authorized capital was effective on September 27, 2019.

January 6, 2023, our board of directors and majority shareholders approved a reverse stock split.

Effective upon the filing of our Certificate

of Amendment of Articles of Incorporation with the Secretary of State of the State of Nevada, the shares of the Corporation’s Common

Stock issued and outstanding immediately prior to the Effective Time of January 6, 2023, will be automatically reclassified as and combined

into shares of Common Stock such that each (40) shares of Old Common Stock shall be reclassified as and combined into one (1) share of

New Common Stock.

All per share references to common stock have been retroactively represented throughout the financials.

Stock Transactions

July 6, 2020, Clean Energy Technologies, Inc.

(the “Company) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor

a convertible promissory note (the “Note”) in the original principal amount of $ 164,800 , a Warrant (the “Warrant”)

to purchase 1,500,000 shares of the Company’s common stock, par value $ .001 per share (the “Common Stock”) and one

million ( 1,000,000 ) restricted shares of Common Stock (“Commitment fee Shares”).

On December 31, 2020 this note was converted

into 14,035,202 shares of common stock, for a total of $ 171,229 including principal of 164,800 plus a accrued interest of $ 6,429 as a

result this note was paid in full.

Also on January 12, 2021 the company issued 697,861 shares of its common stock as redemptions of $ 27,914

in cashless warrants.

July 23, 2020 we issued 3,000,000 shares of our common stock at a price of $ .04 per share, in exchange for the conversion of 1,200 shares

of our Series D Preferred Stock.

August 17, 2020, Clean Energy Technologies, Inc.

(the “Company) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor

a convertible promissory note (the “Note”) in the original principal amount of $ 103,000 , a Warrant (the “Warrant”)

to purchase 1,500,000 shares of the Company’s common stock, par value $ .001 per share (the “Common Stock”) and one

million ( 1,000,000 ) restricted shares of Common Stock (“Commitment fee Shares”).

The Note carried an original issue discount

of $ 3,000 with interest of 8 % per annum payable at maturity.

The Note matures 8 months from the issue date and is convertible at any

time into the Common Stock at a conversion price equal to $ 0.02 per share, subject to adjustment.

The shares were valued on the date

of issuance using the stock price on that day for a total value of $ 19,211 .

We also recognized a debt discount of $ 17,861 .

$ 14,627 of the debt discount during the six months ended June 30, 2021.

The unamortized debt discount as of March 31, 2022 was $ 0 .

note was paid in full on January 8, 2021.

Also on February 5, 2021 the company issued 1,100,000 shares of its common stock as redemptions

of $ 44,000 in cashless warrants.

October 14, 2020 Clean Energy Technologies, Inc.

(the “Company) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with Firstfire Global Opportunities Fund LLC, (the “Investor”), pursuant to which the Company

issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $ 168,000 , a Warrant

(the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $ .001 per share (the “Common

Stock”) and 1,250,000 restricted shares of Common Stock (“Commitment fee Shares”).

These shares were issued on February

1, 2021 and 547,468.00 shares were issued as a result of exercise of the warrants on May 28, 2021.

This note was paid in full as of January

February 5, 2021 we issued 3,000,000 shares of our common stock at a price of $ .08 per share, in exchange for the conversion of 1,200

shares of our Series D Preferred Stock.

February 9, 2021 we issued 2,275,662 shares of our common stock share, in exchange for the conversion of $ 182,052 of accrued dividend

for the series D Preferred Stock.

February 9, 2021 we issued 2,000,000 shares of our common stock at a price of $ .04 per share, in exchange for the conversion of 800 shares

of our Series D Preferred Stock.

February 23, 2021 we issued 3,754,720 of common stock at a purchase price of $ .014 per share and 3,754,720 of warrant at purchase price

of 0.04 for an aggregate price of $ 52,566 to an accredited investor in a private sale.

An additional 36,283 shares were issued as a result

of a correction made to the original transaction.

March 5, 2021 we issued 8,333,333 of common stock at a purchase price of $ .06 per share for an aggregate price of $ 500,000 to an accredited

investor in a private sale.

March 10, 2021 we issued 32,125,000 units of common stock at a purchase price of $ .08 per share for an aggregate price of $ 2,570,000

to an accredited investor in a private sale.

March 12, 2021 we issued 1,625,000 shares and 2,068,588 of our common stock at a price of $ .08 per share, in exchange for the conversion

of 650 shares of our Series D Preferred Stock and 165,487 of accrued dividend for the series D preferred stock.

September 2, 2021, Clean Energy Technology, Inc., a Nevada corporation ( the “Company”), entered into an Equity Financing

Agreement (“Equity Financing Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”)

with GHS Investments LLC, a Nevada limited liability company (“GHS”).

Under the terms of the Equity Financing Agreement,

GHS agreed to provide the Company with up to $ 4,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration

Statement”) filed with the U.S.

Securities and Exchange Commission (the “Commission”) As a result we issued 1,142,459

Shares of common stock as an commitment fee, which was valued and expense in the amount of $ 47,699 .

On October 14, 2021, this Form S-1

became effective .

September 13, 2021 we issued 1,100,630 shares of common stock for a correction of a previous issuance error.

the year ended December 31, 2021, we issued 9,842,072 shares of common stock, under S-1 registration statement with GHS for a total of

$ 294,016 in net proceeds and expensed $ 96,334 in legal and financing fees as a result.

December 31, 2021 we issued 9,833,750 shares of our common stock under our Reg A offering at $ .08 per share.

These shares are unrestricted

and free trading.

the quarter ended March 31, 2022, we issued 3,155,865 shares of common stock, under S-1 registration statement with GHS for a total of

$ 134,755 in net proceeds and expensed $ 45,498 in legal and financing fees as a result.

the quarter ended March 31, 2022, we issued 78,897

shares of common stock, under S-1 registration

statement with GHS for a total of $ 134,755

in net proceeds and expensed $ 45,498

in legal and financing fees as a result.

February 21, 2022, we issued 375,875 shares of our common stock under our Reg A offering at $ .08 per share.

1 unchanged sentence

and free trading.

the April of 2022, we issued 4,915,644 shares of common stock, under S-1 registration statement with GHS for a total of $ 153,324 in net

proceeds and expensed $ 34,500 in legal and financing fees as a result.

On September 21, 2022 MGW I converted $ 1,548,904 from

the outstanding balance of their convertible note into 516,301,343 shares of company’s common stock.

April of 2022, we issued 3,072 shares of common stock, under S-1 registration statement with GHS for a total of $ 153,324 in net proceeds

and expensed $ 34,500 in legal and financing fees as a result.

September 21, 2022, MGW I converted $ 1,548,904 from the outstanding balance of their convertible note into 322,688 shares of company’s

common stock.

May 6, 2022, the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill, L.P.

pursuant to which the Company issued to Mast Hill the Company issued Mast Hill a five-year warrant to purchase 234,375 shares of common

stock in connections with the transactions.

December 28, 2022 Mast Hill exercised their warrant in full on a cashless basis to purchase 100,446 shares of Common Stock.

On January 27,2023, we issued, 3,745 shares of our common

stock due to rounding post the reverse stock split.

On August 17, 2022, we issued 46,875 warrant shares

in connection with the issuance of the promissory note in the principal amount of $ 150,000 to First Fire at the exercise price per share

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar

days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

On March 1, 2023,

First Fire exercised the warrant in full on a cashless basis to purchase 33,114 shares of common stock.

On September 1, 2022, we issued 43,403 warrant shares

in connection with the issuance of the promissory note in the principal amount of $ 138,889 to Pacific Pier at the exercise price per share

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar

days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

On March 1, 2023,

Pacific Pier exercised the warrant in full on a cashless basis to purchase 31,111 shares of common stock.

On December 27, 2021, we entered into a convertible

note payable with Universal Scope Inc.

for $ 650,000 with a maturity date of June 21, 2022, which accrues interest at the rate of 2 % per

It is convertible at any time after its issuance and has a fixed conversion rate of $ 2.40 of our common stock.

This note was converted

into 277,604 of our common shares on March 28, 2023.

On March 23, 2023 we sold 975,000 shares of our common stock in an underwritten

offering to R.F.

Lafferty & CO and Phillip US.

The initial public offering price per share is $ 4.00 per share.

Articles of Incorporation authorize us to issue 2,000,000,000 shares of common stock, par value $ 0.001 per share.

As of Sept 30, 2022

As of March 31, 2023

there were 38,495,453 shares of common stock outstanding.

33 unchanged sentences

following are primary terms of the Series D Preferred Stock.

The Series D Preferred holders were initially entitled to be paid a special

monthly divided at the rate of 17.5 % per annum.

Initially, the Series D Preferred Stock was also entitled to be paid special dividends

in the event cash dividends were not paid when scheduled.

If the Company does not pay the dividend within five (5) business days from

the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of

an additional 3.5%.

Any unpaid or accrued special dividends will be paid upon a liquidation or redemption.

For any other dividends or

distributions, the Series D Preferred Stock participates with common stock on an as-converted basis.

The Series D Preferred holders may

elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending

the Company a notice to convert.

Series D Preferred holders were initially entitled to be paid a special monthly divide at the rate of 17.5 %

Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were

not paid when scheduled.

If the Company does not pay the dividend within five (5) business days from the end of the calendar month

for which the payment of such dividend is owed, the Company will pay the investor a special dividend of an additional 3.5%.

unpaid or accrued special dividends will be paid upon liquidation or redemption.

For any other dividends or distributions, the

Series D Preferred Stock participates with common stock on an as-converted basis.

The Series D Preferred holders may elect to

convert the Series D Preferred Stock, in their sole discretion, at any time after a one-year (1) year holding period, by sending the

Company a notice to convert.

The conversion rate is equal to the greater of $3.20 or a 20% discount to the average of the three (3)

lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion.

The Series D Preferred Stock

is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing

any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but

unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series

D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption

The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company

and the investors have engaged in ongoing negotiations to determine an appropriate extension period.

The Company may elect to redeem

the Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to the

investors’ right to convert, by providing written notice about its intent to redeem.

Each investor has the right to convert the

Series D Preferred Stock at least ten (10) days prior to such redemption by the Company.

connection with the subscriptions for the Series D Preferred, we issued series F warrants to purchase an aggregate of 375,000 shares

of our common stock at $ .10 per share and series G warrants to purchase an aggregate of 375,000 shares of our common stock at $ .20 per

The Series D Preferred

Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred

Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price

plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial

position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith

for an extension of the redemption period .

The Company timely notified the investors that it was not in a financial position

to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate

extension period.

The Company may elect to redeem the Series D Preferred Stock any time at a price equal to the initial purchase

price plus all accrued but unpaid dividends, subject to the investors’ right to convert, by providing written notice about its

intent to redeem.

Each investor has the right to convert the Series D Preferred Stock at least ten (10) days prior to such

redemption by the Company.

connection with the subscriptions for the Series D Preferred, we issued series F warrants to purchase an aggregate of 9,375 shares of

our common stock at $ 4.00 per share and series G warrants to purchase an aggregate of 9,375 shares of our common stock at $ 8.00 per share.

August 21, 2014, a holder holding 5,000 shares of Preferred Series D Preferred agreed to lower the dividend rate to 13 % on its Series

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or after such date .

the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $ .015 for a total value of $ 60,000

for the conversion of 800 preferred series D shares , which were subsequently issued.

also recorded a $ 60,000 commitment fee in exchange for the “stand off” and estoppel agreement and discounted conversion terms

the first quarter of 2019, we signed agreements to issue 1000 shares of common stock valued at $ .60 for a total value of $ 60,000 for

the conversion of 800 preferred series D shares, which were subsequently issued.

also recorded a $ 60,000 commitment fee in exchange for the “standoff” and estoppel agreement and discounted conversion terms

to account for the difference in the fair value which we offset to retained earnings.

February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $ .04 per share, in exchange for the conversion of 800 shares

of our Series D Preferred Stock.

February 4, 2020, we issued 50,000 shares of our common stock at a price of $ 1.60 per share, in exchange for the conversion of 800

shares of our Series D Preferred Stock.

July 23, 2020, we issued 75,000 shares of our common stock at a price of $ 1.60 per share, in exchange for the conversion of 1,200 shares

of our Series D Preferred Stock.

February 5, 2021 we issued 3,000,000 shares of our common stock at a price of $ .08 per share, in exchange for the conversion of 1,200

February 5, 2021, we issued 75,000

shares of our common stock at a price of $ .08

per share, in exchange for the conversion of

shares of our Series D Preferred Stock.

1 unchanged sentence

for the series D Preferred Stock.

February 9, 2021 we issued 2,000,000 shares of our common stock at a price of $ .04 per share, in exchange for the conversion of 800 shares

of our Series D Preferred Stock.

February 9, 2021, we issued 50,000 shares of our common stock at a price of $ .04 per share, in exchange for the conversion of 800

shares of our Series D Preferred Stock.

March 12, 2021, we issued 92,340 shares of our common stock together with accrued preferred dividend at a price of $ 3.20 per share,

1 unchanged sentence

summary of warrant activity for the periods is as follows:

July 6, 2020, Clean Energy Technologies, Inc.

(the “Company) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor

a convertible promissory note (the “Note”) in the original principal amount of $ 164,800 , a Warrant (the “Warrant”)

to purchase 1,500,000 shares of the Company’s common stock, par value $ .001 per share (the “Common Stock”) and one

million ( 1,000,000 ) restricted shares of Common Stock (“Commitment fee Shares”).

The Note carried an original issue discount

of $ 4,800 with interest of 8 % per annum payable at maturity.

The Note matures 8 months from the issue date and is convertible at any

time into the Common Stock at a conversion price equal to $ 0.02 per share, subject to adjustment.

On January 8, 2021, the cashless warrants

were converted into 697,861 shares of our common stock.

August 17, 2020, Clean Energy Technologies, Inc.

(the “Company) entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor

a convertible promissory note (the “Note”) in the original principal amount of $ 103,000 , a Warrant (the “Warrant”)

to purchase 1,500,000 shares of the Company’s common stock, par value $ .001 per share (the “Common Stock”) and one

million ( 1,000,000 ) restricted shares of Common Stock (“Commitment fee Shares”).

The Note carried an original issue discount

of $ 3,000 with interest of 8 % per annum payable at maturity.

The Note matures 8 months from the issue date and is convertible at any

time into the Common Stock at a conversion price equal to $ 0.02 per share, subject to adjustment.

On February 1, 2021 the cashless warrants

were converted into 1,100,000 shares of our common stock.

February 23, 2021 we issued 3,754,720 of common stock at a purchase price of $ .014 per share and 3,754,720 of warrant at purchase price

of 0.04 for an aggregate price of $ 52,566 to an accredited investor in a private sale.

An additional 36,283 shares were issued as a result

of a correction made to the original transaction.

These warrants expire on February 23, 2022 .

May 6, 2022, we issued 9,375,000

of warrant shares in connection with the issuance

of the promissory note in the principal amount of $ 750,000.00

to Mast Hill Fund at the exercise price per share

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days after

the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

On August 5, 2022, we issued 1,736,111 of warrant

shares in connection with the issuance of the promissory note in the principal amount of $ 138,889 to Jefferson Street at the exercise

price per share of 0.04 .

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty

(180) calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

On August 17, 2022, we issued 1,875,000 of warrant

shares in connection with the issuance of the promissory note in the principal amount of $ 150,000 to First Fire at the exercise price

per share of 0.04 .

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180)

calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

On September 1, 2022, we issued 1,736,111 of warrant

shares in connection with the issuance of the promissory note in the principal amount of $ 138,889 to Pacific Pier at the exercise price

per share of 0.04 .

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180)

calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

On September 16, 2022, we issued 3,750,000 of warrant

shares in connection with the issuance of the promissory note in the principal amount of $ 300,000 to Mast Hill Fund at the exercise price

per share of 0.04 .

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180)

calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

May 6, 2022, we issued 234,375 warrant

shares in connection with the issuance of the promissory note in the principal amount of $ 750,000 to

Mast Hill Fund at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days

after the Issuance Date, then the Exercise Price shall equal 120 %

of the offering price per share of Common Stock.

On December 28, 2022, Mast Hill exercised the warrant in full on a cashless basis to

purchase 100,446 shares

of Common Stock.

August 5, 2022, we issued 43,403 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 138,889

to Jefferson Street at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or before

the date that is one hundred eighty (180) calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering

price per share of Common Stock.

August 17, 2022, we issued 46,875 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 150,000

to First Fire at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or before the date

that is one hundred eighty (180) calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price

per share of Common Stock.

On March 1, 2023, First Fire exercised the warrant in full on a cashless basis to purchase 33,114 shares of

common stock.

September 1, 2022, we issued 43,403 warrant shares in connection with the issuance of the promissory note in the principal amount

of $ 138,889 to Pacific Pier at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or

before the date that is one hundred eighty (180) calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the

offering price per share of Common Stock.

On March 1, 2023, Pacific Pier exercised the warrant in full on a cashless basis to purchase

31,111 shares of common stock.

September 16, 2022, we issued 93,750 warrant shares in connection with the issuance of the promissory note in the principal amount of

$ 300,000 to Mast Hill Fund at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or

before the date that is one hundred eighty (180) calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the

offering price per share of Common Stock.

November 10, 2022, we issued 29,687

warrant shares in connection with the issuance of the promissory note in the principal amount of $ 300,000

to Mast Hill Fund at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar days

after the Issuance Date, then the Exercise Price shall equal 120 %

of the offering price per share of Common Stock.

November 21, 2022, we issued 29,687 warrant shares in connection with the issuance of the promissory note in the principal amount

of $ 95,000 to Mast Hill Fund at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on

or before the date that is one hundred eighty (180) calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of

the offering price per share of Common Stock.

December 26, 2022, we issued 38,437 warrant shares in connection with the issuance of the promissory note in the principal amount of

$ 123,000 to Mast Hill Fund at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or

before the date that is one hundred eighty (180) calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the

offering price per share of Common Stock.

On January 19, 2023, we issued 58,438 warrant shares

in connection with the issuance of the promissory note in the principal amount of $ 187,000 to Mast Hill Fund at the exercise price per

share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180) calendar

days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

Mast Hill exercised

this not in full on May 10, 2023.

Feb 13, 2023, we issued 26,700 warrant shares to J.H.

Darbie & Co., Inc.

according to finder agreement we entered into date April,

2022 at the exercise price of $ 5.00 .

March 8, 2023, we issued 367,000 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 734,000

to Mast Hill Fund at the exercise price per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or before the

date that is one hundred eighty (180) calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering

price per share of Common Stock.

OF WARRANT ACTIVITY

exercisable -

Exercise price

Warrants - Common Share Equivalents

Weighted Average Exercise price

Warrants exercisable - Common Share Equivalents

Weighted Average Exercise price

Outstanding December 31, 2022

Outstanding September 30, 2022

Outstanding March 31, 2023

currently have no outstanding stock options.

13 – RELATED PARTY TRANSACTIONS

Mahdi, our Chief Executive Officer, owns Billet Electronics, which is distributor of electronic components.

From time to time, we purchase

parts from Billet Electronics.

In addition, Billet was a supplier of parts and had dealings with current and former customers of the

Company prior to joining the company.

The amount of parts purchases in the 3 rdt quarter of 2022 was $ 9351 .

Our Board of Directors

has approved the transactions between Billet Electronics and the Company.

From August 2022 through October 2022, Hongzhuo

Shuya (Shuya) a 49% owned subsidiary (also is our consolidated VIE) of CETY HK limited engaged in the trading of pipeline gas

and CNG processing and sales provided Sichuan Leishen Hongzhuo Energy Development Co., Ltd (Leishen) with approximately total of

loan with a 4

years term to facilitate building of a natural gas recycling station to provide Shuya with CNG sales.

Leishen owns 41% of Shuya and

as an entity can obtain the permits and licenses to build and operate the NG Recycling Station to produce CNG.

At the end of the 4

year term of the loan, Leishen has the option to either move the NG Recycling Station and all permits to Shuya, or repay the

Additionally, Leishen has relationships with the

supply side of the NG business and is able to obtain large amounts of NG.

As a result, Shuya also has a supplier relationship with

The price obtained from Leishen will be better than any unrelated party as their markup is below market.

Directors has approved the transactions between Leishen and the Company.

During the quarter ended March 31, 2023, Shuya made $ 1.03

million purchase from Leishen.

As of March 31, 2023, we had account receivable from Leishen $ 4,883 , advance to supplier of Leishen of $ 458,014 ,

accounts payable to Leishen of $ 138,347 .

In addition, we lent $ 736,736 to Leishen as of March 31, 2023 for Leishen to construct a CNG

refueling station on behalf of Shuya, the loan term is four years.

When the CNG refueling station is ready for operation, Shuya will lease

the CNG refueling station from Leishen at a favorabvle price equivalent to the depreciation amount of the station;

when the assets are

eligible for transfer, Leishen will transfer the assets of CNG refueling station to Shuya at the net asset value.

Effective August 5, 2022, Shuya entered a 48 months

lease for a natural gas recycle station from Leishen, including the operating right and use right of all the assets and equipment in

The annual rent is approximately $ 76,100 , to be paid each year in advance.

Effective August 5, 2022, Shuya entered

another 48 months lease for leasing a sewage treatment land from Leishen for the purpose of operating the natural gas recycling

The annual rent is approximately $ 19,540 , to be paid each year in advance.

November 2, 2016, we effected the repayment of the convertible note dated March 15, 2016 for an aggregate amount of $ 84,000 .

28 unchanged sentences

This note was assigned to MGW Investments

and they agreed not to convert the $ 939,500 note in to shares in excess of the 800,000,000 Authorized

limit until we have increased the Authorized shares to the Board approved limit of 2 billion shares.

This note converted into 1,385,764

of company’s common stock on September 21, 2022.

and they agreed not to convert the $ 939,500 note into shares in excess of the 20,000,000 Authorized limit until we have increased the

Authorized shares to the Board approved limit of 50,000,000 shares.

This note converted into 34,644 of company’s common stock on

September 21, 2022.

February 8, 2018, the Corporation entered a Convertible Promissory Note in the principal amount of $ 153,123 , due October 8, 2018, with

16 unchanged sentences

This note was converted into 33,987 of company’s common stock on September 21, 2022.

May 11 th this note was amended and the maturity date was extended to October 8, 2023 , and the restriction on the conversion

of the note was removed if the holder of this note holds over 9.9% of the Company’s common stock.

on May 11th this note was amended and the maturity date was extended to October 8, 2023 , and the restriction on the conversion of the

note was removed if the holder of this note holds over 9.9% of the Company’s common stock.

On June 24, 2021, MGW I converted $75,000

9 unchanged sentences

the fourth quarter of 2019 MGW Investment I Limited, advanced $ 167,975 , with no terms or interest rate.

The outstanding balance on this

advance on September 30, 2022 is $ 163,580 .

MGW Investment limited forgave

$ 80,000 of this amount in the 4 th quarter of 2022.

The outstanding balance on this advance on December 31, 2022, is $ 87,975 .

March 24, 2021, the Company transferred $ 500,000 to MGWI, an affiliate of the majority stockholder of the Company to hold in trust for

3 unchanged sentences

common stock.

Mahdi, our Chief Executive Officer, owns Billet Electronics, which is a distributor of electronic components.

From time to time, we purchase

parts from Billet Electronics.

In addition, Billet was a supplier of parts and had dealings with current and former customers of the

Company prior to joining the company.

The number of parts purchases in the 1 st quarter of 2023 was $ 6,180 .

Our Board of Directors

has approved the transactions between Billet Electronics and the Company.

14 - WARRANTY

the quarter ended September 30, 2022, and for the year ended December 31, 2021 there was no change in our warranty liability.

the quarter ended March 31, 2023, and for the year ended December 31, 2022, there was no change in our warranty liability.

our warranty liability based on past experiences and estimated replacement cost of material and labor to replace the critical turbine

1 unchanged sentence

15 – NON-CONTROLLING INTEREST

June 24, 2021 the Company formed CETY Capital LLC a wholly owned subsidiary of CETY.

In addition, the company established CETY Renewables

Ashfield LLC (“CRA”) a wholly owned subsidiary of Ashfield Renewables Ag Development LLC(“ARA”) with our partner,

Ashfield AG (“AG”).

The purpose of the joint venture was for the development of a pyrolysis plant established to convert

woody feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology,

April 2, 2023, the Company formed CETY Capital LLC a wholly owned subsidiary of CETY.

In addition, the company with established Vermont

Renewable Gas LLC (“VRG”) C with our partner, Synergy Bioproducts Corporation (“SBC”) The purpose of the joint

venture is the development of a pyrolysis plant established to convert wood feedstock into electricity and BioChar by using high temperature

ablative fast pyrolysis reactor for which Clean Energy Technology, Inc.

holds the license for.

The CRA is located in Ashfield, Massachusetts.

Based upon the terms of the members’ agreement, the

CETY Capital LLC owned a 75 % interest and AG owned a 25 % interest in Ashfield Renewables Ag Development LLC.

The agreement with CETY

Renewables Ashfield has been terminated.

consolidated financial statements have deconsolidated the CRA business unit.

The Liabilities of CRA has been transferred to Vermont Renewable

Gas LLC (“VRG”), a newly formed entity.

CETY retains 49% equity in VRG.

The VRG is located in Lyndon, Vermont.

Based upon the terms of the members’ agreement, CETY Capital LLC owns a 49 % interest and SBC owns a 51 % interest in Vermont Renewable

July 2022, JHJ and other three shareholders agreed to form and make total capital contribution of RMB 20 million ($ 2.81 million)

with latest contribution due date in February 2066 into Sichuan Hongzuo Shuya Energy Limited (“Shuya”), JHK owns 20 % of

In August 2022, JHJ purchased 100 % ownership of Sichuan Shunengwei Energy Technology Limited (“SSET”) for $ 0 , who

owns 29 % of Shuya;

Shunengwei is a holding company and did not have any operations nor made any capital contribution into Shuya as

of the ownership purchase date by JHJ;

right after the ownership purchase of SSET, JHJ ultimately owns 49 % of Shuya.

As a result of

Consistent Action Agreement entered on December 31, 2022, the Company re-analyzed and determined that Shuya is the variable interest

entity (“VIE”) of JHJ, and the Company consolidates Shuya into its consolidated financial statements effective on

January 1, 2023.

The non-controlling interest of Shuya representes the 41 % equity ownership that is owned by Leishen, and 10 % equity

ownership owned by another shareholder.

16 – THE STATUTORY RESERVES

16 unchanged sentences

capital requirement of the FIE.

Until such contribution of capital is satisfied, the FIE is not allowed to repatriate profits to its

Until such a contribution of capital is satisfied, the FIE is not allowed to repatriate profits to its

shareholders, unless otherwise approved by the State Administration of Foreign Exchange.

11 unchanged sentences

Technology was established as domestic enterprises

and therefore are subject to the above-mentioned restrictions on distributable profits.

and therefore is subject to the above-mentioned restrictions on distributable profits.

a result of these PRC laws and regulations that require annual appropriations of 10 % of after-tax income to be set aside prior to payment

10 unchanged sentences

17 – SUBSEQUENT EVENTS

October 25, 2022 the company entered into a promissory note in the amount of $ 114,850 with and interest rate of 10 % per annum and a default

interest rate of 22% per annum.

This note is due in full on October 25, 2023 and has mandatory monthly payments of $ 12,633.50 .

had an OID of $ 11,850.00 and recorded as finance fee expense.

In the event of the default, at the option of the Investor, the note may

be converted into shares of common stock of the company.

This is note is convertible, but not until a contingent event of default has

taken place, none of which have occurred as of the date of this filing.

The balance on this note as of September 30, 2022 was $ 114,850 .

On November 11, 2022, we

entered into a Securities Purchase Agreement with Mast Hill, L.P.

(Mast Hill”) pursuant to which the Company issued to Mast Hill

a $ 95,000 Convertible Promissory Note, due November 11, 2023 (the “Note”) for a purchase price of $ 85,500.00 plus an original

issue discount in the amount of $ 9,500.00 , and an interest rate of fifteen percent ( 15 % ) per annum.

Mast Hill Fund is entitled to purchase

, 1,187,500 shares of commons stock per the warrant agreement at the exercise price of $ 0.04 .

Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing

Mast Hill with registration rights.

April 3, 2023, Clean Energy Technologies, Inc.

reached an agreement with Cybernaut Zfounder Ventures, LLC to pay off the outstanding

convertible notes in amount equal to $ 324,000 that were in default for a settlement amount of $ 200,000 .

April 18, 2023, Mast Hill exercised the right to purchase 93,750 of the shares of Common Stock (“Warrant Shares”) of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on September 16, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 150,000 .

On January 19, 2023, we issued 58,438 warrant

shares in connection with the issuance of the promissory note in the principal amount of $ 187,000 to Mast Hill Fund at the exercise price

per share of $ 1.60 .

However, that if the Company consummates an Uplist Offering on or before the date that is one hundred eighty (180)

calendar days after the Issuance Date, then the Exercise Price shall equal 120 % of the offering price per share of Common Stock.

Hill exercised this note in full on May 10, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements