What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-22 · 906 added, 655 removed, 824 unchanged (65% of the section changed)

5 unchanged sentences

Statement Index

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

Consolidated Balance Sheets June 30, 2023 (unaudited) and December 31, 2022

Consolidated Statements of Operations (unaudited)

4 unchanged sentences

Balance Sheets

March 31, 2023

June 30, 2023

December 31, 2022

6 unchanged sentences

Deferred offering costs

Investment Heze Honguan Natural Gas Co.

Investment Heze Hongyuan Natural Gas Co.

Due from related party

Loan receivables

Inventory, net

Total current assets

9 unchanged sentences

Accounts payable – Related Party

Accounts payable

Accrued expenses

6 unchanged sentences

Convertible notes payable (net of discount of 355,473

and $ 326,805 respectively)

and $ 326,805

respectively)

Related party notes payable

2 unchanged sentences

Facility lease liability - long term

Net Long-Term Liability

Total liabilities

1 unchanged sentence

Stockholders’ equity

Common stock, $ .001

2,000,000,000

Common stock, $ .001 par value;

2,000,000,000 shares authorized;

and 37,174,879 issued

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

Shares to be issued

38,755,767 and 37,174,879 issued and outstanding as of June 30, 2023 and December 31, 2022 respectively

Addition paid-in capital

Accumulated Other Comprehensible Income

Accumulated other comprehensible loss

Accumulated deficit

1 unchanged sentence

( 17,276,536 )

Total Stock Holders Equity attributable to CETY

Total stockholders equity attributable to CETY

Non-controlling interest

1 unchanged sentence

Total liabilities and stockholders’ equity

accompanying footnotes are an integral part of these consolidated financial statements

accompanying footnotes are an integral part of these unaudited consolidated financial statements.

Energy Technologies, Inc.

Statements of Operations

the three months ended March 31 (Unaudited)

the three and six months ended June 30, 2023 and 2022 (Unaudited)

Sales from related party

Total Sales, net

Cost of goods sold

General and Administrative

Operating expenses:

General and administrative expense

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Depreciation and amortization

Total Expenses

Net Profit / (Loss) From Operations

Total operating expenses

Net loss from operations

Other income (expenses)

Change in derivative liability

Gain on debt settlement and write down

Interest and financing fees

Net Profit / (Loss) Before Income Taxes

( 1,349,594 )

Total other income (expenses):

Net loss before income taxes

( 1,790,645 )

Income tax expense

Net Profit / (Loss)

( 1,793,384 )

Non-controlling interest

Net Profit / (Loss) attributable to Clean Energy Technologies, Inc.

Net loss attributable to Clean Energy Technologies, Inc.

( 1,831,521 )

Other comprehensive item

Foreign Currency Translation Gain

Foreign currency translation loss

Total comprehensible income loss

$ ( 864,306 )

$ ( 1,928,582 )

$ ( 568,635 )

Per Share Information:

Basic and diluted weighted average number of common shares outstanding

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

accompanying footnotes are an integral part of these Consolidated financial statements

Net loss per common share basic and diluted

accompanying footnotes are an integral part of these unaudited consolidated financial statements.

Energy Technologies, Inc.

1 unchanged sentence

30, 2022 & 2023 (Unaudited)

Comprehensive

Additional Paid

Accumulated Comprehensive

Deficit/equity

8 unchanged sentences

( 17,536,520 )

Additional Paid

( 17,536,520 )

Shares issued for S1

Warrants Issued Mast Hill Fund

Subscription Receivable

Accumulated Comprehensive

Deficit/equity

December 31, 2022

June 30, 2022

( 17,883,464 )

Balance, value

( 17,883,464 )

Preferred Stock

Common Stock to be issued

Additional Paid in

Accumulated Comprehensive

Non Controlling

holders’ Deficit/equity

December 31, 2022

( 17,276,536 )

Warrants issued in conjunction for debt

Warrants issued for services

Shares issued for S-1 Registration

Offering cost

Shares issued for Reg A offering

Shares issued for rounding

Shares for Pacific Pier and Firstfire conversion

Shares issued for Universal Scope Conversion

Shares issued for Debt Conversion

Accumulated Comprehensive

Non controlling interest ownership

Noncontrolling interest ownership

( 1,073,858 )

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( 18,350,395 )

Balance, value

( 18,350,395 )

accompanying footnotes are an integral part of these consolidated financial statements

Warrants issued in Conjunction For cash

Reclassification of derivative liabilities due to note repayment

Offering costs

Shares issued for Reg A offering

Shares based compensation

Accumulated Comprehensive

June 30, 2023

( 19,108,027 )

accompanying footnotes are an integral part of these unaudited consolidated financial statements.

Energy Technologies, Inc.

Statements of Cash Flows

the three months ended March 31 (Unaudited)

the six months ended June 30 (Unaudited)

Cash Flows from Operating Activities:

Net Income / ( Loss )

$ ( 1,793,384 )

$ ( 459,531 )

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

Depreciation and amortization

Amortization Debt Discount

Warrant issued to JH Darbie

Financing Fees

Stock compensation expense

Financing fee

Gain on debt settlement

Amortization of debt discount

Change in derivative liability

Changes in assets and liabilities:

Changes in operating assets and liabilities:

(Increase) decrease in right of use asset

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(Increase) decrease in accounts receivable

Accrued Interest

Changes in prepayments

( 1,090,501 )

(Increase) decrease in prepayments

(Increase) decrease in other assets

(Increase) decrease in inventory

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Other (Decrease) increase in accrued expenses

Other (Decrease) increase in accrued expenses related party

Other (Decrease) increase in accrued interest

Other (Decrease) increase in other payables - related party

Other (Decrease) increase in customer deposits

Net cash provided by (used In) operating activities

( 2,620,809 )

( 1,233,919 )

Cash Flows from Investing Activities

Investment in Heze Hongyuan

Loan Receivables Net Change Shuya Consolidation

Cash Flows Used In Investing Activities

Cash acquired from consolidation of Shuya

Payment to Heze Hongyuan Natural Gas Co

Purchase of intangible assets

Purchase of property and equipment

Net Cash provided by / (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

Payments on notes payable

Proceeds from warrant exercise

Payments on notes payables

( 1,332,988 )

Loan to Rongjun

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

Net Cash provided by financing activities

Foreign Currency Translation

Net (decrease) increase in Cash

Cash at Beginning of Period

Cash at End of Period

Supplemental Cashflow Information:

Interest Paid

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

Supplemental Non-Cash Disclosure in Investing and Financing activities

Discounts on new notes

Universal convertible note principal and accrued interest conversion

Warrants issued in conjunction for convertible notes payable

Reclass of derivative liability to additional paid in capital

Shares issued for warrants

accompanying footnotes are an integral part of these unaudited consolidated financial statements.

Energy Technologies, Inc.

to Consolidated Financial Statements (Unaudited)

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

unaudited interim consolidated financial statements as of and for the six months ended June 30, 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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thereto included in the Company’s fiscal year end December 31, 2022 report.

The Company assumes that the users of the interim financial

information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of

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

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.

The Company assumes that the users of the interim

financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy

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

The results of operations for the six months

ended June 30, 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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financial statements.

The financial statements and notes are representations of the Company’s management, who is responsible for

The financial statements and notes are representations of the Company’s management, who are responsible for

their integrity and objectivity.

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In November 2015, we changed our name to Clean Energy Technologies, Inc.

principal executive offices are located at 2990 Redhill Avenue, Costa Mesa, CA 92626.

Our telephone number is (949) 273-4990.

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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Company has four reportable segments:

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

Assembly) division and CETY HK.

Clean Energy HRS (HRS), CETY Renewables waste to energy solutions, engineering and manufacturing

services, and CETY HK natural gas trading business.

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’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.

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.

The Company had a total stockholder’s equity of $ 5,735,399

and a working capital of $ 2,124,013

as of June 30, 2023.

The company also had an

accumulated deficit of $ 19,108,028

as of June 30, 2023.

Therefore, there is substantial doubt

about the ability of the Company to continue as a going concern.

CETY has a clear strategy in place and has the capability to successfully

restructure its existing debt and secure additional financing.

With its current strategic approach and diversification of its products

and solutions, the management has created a favorable environment for the company to transition towards profitability.

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 provides engineering, 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

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.

Heat Recovery Solutions – Clean Energy

Technologies patented frictionless, lubricant and maintenance free magnetic bearing turbine 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.

Waste to Energy Solutions - Clean Energy Technologies’

waste to energy solutions involve decomposing organic waste materials, such as agricultural waste and food waste at high temperatures

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

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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 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.

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 the 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 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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and Cash Equivalents

maintain the majority of our cash accounts at JP Morgan Chase bank.

maintain most of our cash accounts at JP Morgan Chase bank.

The total cash balance is insured by the Federal Deposit Insurance

Corporation (“FDIC”) up to $ 250,000 , (which we may exceed from time to time) per commercial bank.

For purposes of the statement

of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

For the purposes of the

statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us.

un-collectable amounts are provided, based on past experience and a specific analysis of the accounts.

Although we expect to collect

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

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

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

Our policy for reserves for our long-term financing receivables is determined

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

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 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 .

uncollectable amounts are provided, based on past experience and a specific analysis of the accounts.

Although we expect to collect amounts

due, actual collections may differ from the estimated amounts.

As of June 30, 2023 and December 31, 2022 we had a reserve for potentially

un-collectable accounts receivable of $ 75,000 .

Our policy for reserves for our long-term financing receivables is determined on a contract-by-contract

basis and considers the length of the financing arrangement.

As of June 30, 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 June 30, 2023.

Our trade accounts primarily represent unsecured receivables.

Historically, our bad debt

write-offs related to these trade accounts have been insignificant.

Four (4) customers accounted for approximately 98 % of accounts

receivable on December 31, 2022.

Our trade accounts primarily represent unsecured receivables.

of June 30, 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 to the purchase price allocation, we recognized a value of $ 217,584 .

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

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See note 3 for additional information.

are valued at the lower of weighted average cost or market value.

are valued at the lower of weighted average cost or net realizable value.

Our industry experiences changes in technology, changes in market value

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Any inventory write offs are charged to the reserve account.

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

for potentially obsolete inventory of $ 897,808 .

As of June 30, 2023 and December 31, 2022 we had a reserve for

potentially obsolete inventory of $ 897,808 .

and Equipment

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related assets:

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

and Equipment Estimated Useful Lives of the Related Assets

Furniture and fixtures

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Leasehold Improvements

–Lived Assets

management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived

assets over their remaining lives can be recovered through projected undiscounted future cash flows.

The amount of long-lived asset impairment

if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined

by management.

There can be no assurance however, that market conditions will not change or demand for our services will continue, which

could result in impairment of long-lived assets in the future.

Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other .

350, goodwill is not amortized;

rather, it is tested for impairment on at least an annual basis.

Goodwill represents the excess of consideration

paid over the fair value of underlying identifiable net assets of business acquired.

Company tests goodwill during the fourth quarter of each fiscal year or more frequently if events arise or circumstances change that

indicate that goodwill may be impaired.

The Company assesses whether goodwill impairment exists using both qualitative and quantitative

The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than

not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

If based on this qualitative assessment

the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, or if

the Company elects not to perform a qualitative assessment, a quantitative assessment is performed, as required by ASC 350, to determine

whether a goodwill impairment exists.

quantitative test is used to compare the carrying amount of the reporting unit’s assets to the fair value of the reporting unit.

If the fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized.

An impairment

loss occurs if the amount of the recorded goodwill exceeds the implied goodwill.

The determination of the fair value of the Company’s

reporting units is based, among other things, on estimates of the future operating performance of the reporting unit being valued.

goodwill impairment test is required to be completed, at minimum, once annually, and any resulting impairment loss recorded upon completion

of the assessment.

Changes in market conditions, among other factors, may have an impact on these estimates and require interim impairment

performing the two-step quantitative impairment test, the Company’s methodology includes the use of an income approach which discounts

future net cash flows to their present value at a rate that reflects the Company’s cost of capital, otherwise known as the discounted

cash flow method (“DCF”).

These estimated fair values are based on estimates of future cash flows of the businesses.

affecting these future cash flows include the continued market acceptance of the products and services offered by the businesses, the

development of new products and services by the businesses and the underlying cost of development, the future cost structure of the businesses,

and future technological changes.

The Company also incorporates market multiples for comparable companies in determining the fair value

of our reporting units.

Any such impairment would be recognized in full in the reporting period in which it has been identified.

Company’s intangible assets consist of customer relationship intangibles, licenses and patents.

acquisition, estimates are made in valuing acquired intangible assets, which include but are not limited to, future expected cash flows

from customer contracts, customer lists, and estimating cash flows from projects when completed;

tradename and market position, as well

as assumptions about the period of time that customer relationships will continue;

and discount rates.

Management’s estimates of

fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result,

actual results may differ from the assumptions used in determining the fair values.

All intangible assets are capitalized at their original

cost and amortized over their estimated useful lives.

of long-lived assets

assets, which include property, plant and equipment and intangible assets with finite lives, and operating lease right-of-use assets,

are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability

of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future

cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated undiscounted future cash flows,

an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets.

value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying

amount may not be recoverable.

The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment

or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which

identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against

the sum of the undiscounted future cash flows.

If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable,

an impairment charge is measured as the amount by which the carrying amount of the asset group asset group exceeds its fair value based

on discounted cash flow analysis or appraisals.

There was no impairment

of long-lived assets for the periods ended June 30, 2023 and 2022.

Company recognizes revenue under ASU No.

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it is entitled to in exchange for the goods and services transferred to the customer.

In addition a) the company also does not have an

alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for

work performed (i.e., customers are required to pay as various milestones and/or timeframes are met)

In addition, a) the company also does not have

an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment

for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met)

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

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a final payment of 10 %.

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.

As of June 30, 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 March 31, 2023 and December 31, 2022, we

As of June 30, 2023 and December 31, 2022 we

had outstanding customer deposits of $ 597,751 and $ 80,475 respectively.

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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 March 31, 2023 and December 31, 2022 reflect:

carrying amounts of the Company’s financial instruments as of June 30, 2023 and December 31, 2022 reflect:

SCHEDULE OF FAIR VALUE OF CONVERTIBLE NOTES DERIVATIVE LIABILITY

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

Fair value of convertible notes derivative liability – June 30, 2023

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

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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.

July 2022 JHJ, a wholly owned subsidiary of CETY HK and other three shareholders agreed to form and make total capital contribution

million ($ 2.81

million) with latest contribution due date in February 2066 into Sichuan Hongzuo Shuya Energy Limited (“Shuya”), JHJ

In August 2022 JHJ purchased 100 %

ownership of Sichuan Shunengwei Energy Technology Limited (“SSET”) for $ 0 ,

who owns 29 %

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 %

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

two shareholders of Shuya 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

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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

made an 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.

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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

effective January 1, 2023 JHJ, SSET 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

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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

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

disproportionately few voting rights.

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the Company consolidates Shuya effective on January 1, 2023.

The change of control interest was accounted for using

the acquisition method of accounting in accordance with Accounting Standards Codification, referred to as ASC, 805, Business Combinations.

The management determined that the Company was the acquiror for financial accounting purposes.

In identifying the Company as the accounting

acquiror, the companies considered the structure of the transaction and other actions contemplated by the Three-Parties Consistent Action

Agreement, relative outstanding share ownership and market values, the composition of the combined company’s board of directors,

the relative size of Shuya, and the designation of certain senior management positions of the combined company.

In accordance with ASC 805, the Company recorded the

acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets

acquired and liabilities assumed based on their respective fair values as of the Acquisition Date.

The excess of the value of consideration

transferred over the aggregate fair value of those net assets was recorded as goodwill.

Any identified definite lived intangible assets

will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will

not be amortized but will be tested for impairment at least annually.

All intangible assets and goodwill will be tested for impairment

when certain indicators are present.

Determining the fair value of assets acquired and liabilities assumed requires management to use

significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount

rates, and selection of comparable companies.

The valuation of purchase considerations was based on preliminary estimates that management

believes are reasonable under the circumstances.

Basing on preliminary independent valuation, the management decides the difference in

the fair value of the consideration paid and book records was immaterial.

As Shuya has been operated for less than a year after effective

date of control in effective.

The management decides that the final purchase price allocation shall be re-valuated subject to change pending

to additional operation results and forecast assumptions.

As the Consistent Action Agreement did not quantify

any considerations to gain the control, the deemed consideration paid is the fair value of 51% non-controlling interest as of January

The following table summarizes the fair value of the consideration paid and the fair value of assets acquired and liabilities

assumed on January 1, 2023, the acquisition date.

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED

Fair value of non-controlling interests

Fair value of previously held equity investment

Recognized value of 100% of identifiable net assets

( 1,207,047 )

Goodwill Recognized

Recognized amounts of identifiable assets acquired and liabilities assumed (preliminary):

Cash and cash equivalents

Trade and other receivables

Advanced deposit

Net fixed assets

Intangible asset and Goodwill

Trade and other payables

( 1,021,897 )

Advanced payments

Salaries and wages payables

Other receivable

Total identifiable net assets

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

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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 March 31, 2023,

we had outstanding common shares of 38,495,453

period adjustments are presented for the three months ended June 30, 2022 as they do not exist.

Net Loss per Common Share

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

On June 30, 2023 we had

outstanding common shares of 38,775,767

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

Basic weighted average common shares and equivalents for the six months ended

June 30, 2023 and June 30, 2022 were 37,939,667

and 23,978,725

respectively.

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

As of June 30, 2023 we had convertible notes, convertible into approximately 2,916,198

of additional common shares, 466,790

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

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

months ended June 30, 2023 and June 30, 2022 as they were considered anti-dilutive.

and Development

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

amounts of research and development R&D expense during the three and six months ended June 30, 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, 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.

Manufacturing & Engineering services, Clean

Energy HRS (HRS), CETY HK LNG Trading, and CETY Renewables Waste to Energy.

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 three months ended March, 31

for the six months ended June 30

Manufacturing and Engineering

Clean Energy HRS

CETY HK LNG Trading

CETY Renewables Waste to Energy

Segment income and reconciliation before tax

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Clean Energy HRS

CETY HK LNG Trading

CETY Renewables Waste to Energy

Total Segment income

Reconciling items

General and Administrative expense

Professional Fees

Facility lease and Maintenance

Depreciation and Amortization

Change in derivative liability

Interest and Financing fees

Net Loss before income tax

( 1,034,541 )

The following table represents revenue by geographic area based on the sales location of our products and solutions:

of Revenue by Geographic Areas based on the Sales Location of our Products and Solutions

for the six months ended June 30

United States

Other international

Company has adopted the use of Statement of Financial Accounting Standards No.

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remaining share-based compensation expense, based on any additions, cancellations, or adjustments to the share-based awards.

is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service

period (usually the vesting period).

No compensation cost is recognized for equity instruments for which employees do not render the

requisite service.

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.

expense is recognized over the period during which an employee is required to provide service in exchange for the award—the

requisite service period (usually the vesting period).

No compensation cost is recognized for equity instruments for which employees

do not render the requisite service.

For the three and six months ended June 30, 2023 and 2022 we had $ 82,100

in share-based expense.

As of June 30, 2023 we had no further non-vested expense to be recognized.

January 2, 2020, the Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative

effect adjustment to be accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated

As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for

the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases

with terms longer than 12 months.

Company’s leases primarily consist of facility leases which are classified as operating leases.

The Company assesses whether an

arrangement contains a lease at inception.

The Company recognizes a lease liability to make contractual payments under all leases with

terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease

The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized

incremental borrowing rate since the implicit rate is unknown.

Options to extend or terminate a lease are included in the lease term

when it is reasonably certain that the Company will exercise such an option.

The right-of-use asset is initially measured as the contractual

lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives.

Lease expense is recognized

on a straight-line basis over the lease term.

right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level.

The Company monitors its long-lived

assets for indicators of impairment.

As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment

of all or part of facility as part of a restructuring plan is typically an indicator of impairment.

If impairment indicators are present,

the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income,

and if not recoverable, measures impairment loss for the right-of-use asset or asset group.

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 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 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

March 31, 2023

December 31, 2022

Deferred Tax Asset

$ ( 2,482,763 )

( 2,482,763 )

Valuation Allowance

( 2,482,763 )

Deferred Tax Asset (Net)

February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”)

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is current on its federal and state tax returns.

Reclassification

amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

These reclassifications

had no effect on reported income, total assets, or stockholders’ equity as previously reported.

Issued Accounting Standards

Company is reviewing the effects of following recent updates.

The Company has no expectation that any of these items will have a material

effect upon the financial statements.

2021-03—Intangibles—Goodwill and Other (Topic 350):

Accounting Alternative For Evaluating Triggering Events.

amendments in this Update are effective on a prospective basis for fiscal years beginning after December 15, 2019.

Early adoption is

permitted for both interim and annual financial statements that have not yet been issued or made available for issuance as of March 30,

2021-01—Reference Rate Reform (Topic 848):

entity may elect to apply the amendments in this Update on a full retrospective basis as of any date from the beginning of an interim

period that includes or is subsequent to March 12, 2020.

June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2016-13, Financial Instruments—Credit

Losses [codified as Accounting Standards Codification Topic (ASC) 326].

ASC 326 adds to US generally accepted accounting principles (US

GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses.

this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in

more timely recognition of such losses.

This will become effective in January 2023 and will have minimal impact on the company.

2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s

Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

We do not expect

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

The Company’s management reviewed all recently

issued ASU’s not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to

cause a material impact on the Company’s consolidated financial condition or the results of its operations.

Stock Issuance Costs

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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

SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE

March 31, 2023

June 30, 2023

December 31, 2022

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SCHEDULE OF LEASE RECEIVABLE ASSET

March 31, 2023

June 30, 2023

December 31, 2022

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

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

1 unchanged sentence

SCHEDULE OF DERECOGNITION OF UNDERLYING ASSETS OF FINANCING RECEIVABLE

March 31, 2023

June 30, 2023

December 31, 2022

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Long-term financing receivables - net

a contract-by-contract basis or in response to certain situations or installation difficulties, the Company may elect to allow non-interest

bearing repayments in excess of 1 year.

a contract-by-contract basis or in response to certain situations or installation difficulties, the Company may elect to allow non-interest-bearing

repayments in excess of 1 year.

long-term financing Receivable are pledged to Nations Interbanc, our line of credit.

2 unchanged sentences

SCHEDULE OF INVENTORIES

March 31, 2023

June 30, 2023

December 31, 2022

Less reserve for uncollectable accounts

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

2 unchanged sentences

SCHEDULE OF PROPERTY AND EQUIPMENT

March 31, 2023

June 30, 2023

December 31, 2022

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Net Fixed Assets

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

Depreciation Expense for the three and six months ended June 30, 2023 and 2022 was $ 3,254

respectively.

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

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SCHEDULE OF INTANGIBLE ASSETS

March 31, 2023

June 30, 2023

December 31, 2022

2 unchanged sentences

Net Fixed Assets

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

Amortization Expense for the three and six months ended June 30, 2023 and 2022 was $ 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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Advance Receipts

Taxes Payable

Net Assets Acquired:

LWL reach USD 5 million in revenue or net profit of USD 1 million by December 31, 2023, then based on the performance contingency there

LWL reaches USD 5 million in revenue or net profit of USD 1 million by December 31, 2023 then based on the performance contingency there

will be issuance of 20,000,000 shares of CETY to the Seller.

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Under this convertible note, JHJ lent RMB

5,000,000 ($ 0.78 million) to Rongjun with annual interest rate of 12 %, calculated from the Issuance Date until all outstanding interest

5,000,000 ($ 0.78 million) to Rongjun with an annual interest rate of 12 %, calculated from the Issuance Date until all outstanding interest

and principal is paid in full.

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8 – ACCRUED EXPENSES

OF ACCRUED EXPENSES

Taxes and other

Wages and Taxes

SCHEDULE OF ACCRUED EXPENSES

June 30, 2023

December 31, 2022

Accrued Wages

Accrued Taxes and other

Accrued Wages and Taxes

9 – NOTES PAYABLE

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

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

As of June 30, 2023 the outstanding balance was $ 712,966

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

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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 .

The note had an OID of $ 23,345 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, 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

a default interest rate of 22% per annum .

This note is due in full on September 28, 2022 and has mandatory monthly payments of $ 15,003 .

The note had an OID of $ 14,720 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.

September 7, 2021, the company entered into a promissory note in the amount of $ 226,345 ,

with an interest rate of 10 %

per annum and a default

interest rate of 22% per annum .

due in full on September

7, 2022 and has mandatory monthly payments of

The note had an OID of $ 23,345

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, 2022 was $ 119,142 .

This note was paid off on June 29, 2022.

September 28, 2021, the company entered into a promissory note in the amount of $ 142,720 ,

with an interest rate of 10 %

per annum and a default

interest rate of 22% per annum .

due in full on September

28, 2022 and has mandatory monthly payments of

The note had an OID of $ 14,720

and was recorded as a finance fee expense.

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

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.

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

March 10, 2022, the company entered into a promissory note in the amount of $ 170,600 , with and interest rate of 10 % per annum and a default

March 10, 2022 the company entered into a promissory note in the amount of $ 170,600

with an interest rate of 10 %

per annum and a default

interest rate of 22% per annum .

This note is due in full on March 10, 2023 and has mandatory monthly payments of $ 18,766 .

an OID of $ 17,060 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.

due in full on March

10, 2023 and has mandatory monthly payments of

The note had an OID of $ 17,060

and was recorded as finance fee expense.

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

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 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 .

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

interest rate of 22% per annum .

This note is due in full on July 13, 2023 and has mandatory monthly payments of $ 17,539.50 .

had an OID of $ 16,447.00 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 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

June 30, 2022 the company entered into a promissory note in the amount of $ 252,928

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 %

due in full on June

30, 2023 and has mandatory monthly payments of

The note had an OID of $ 25,293

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 December 31, 2022 was $ 139,111 .

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 an 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

due in full on July

13, 2023 and has mandatory monthly payments of

The note had an OID of $ 16,447

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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

this note as of December 31,2022 was $ 87,697 .

This 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 an 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.

This note is due in full on October

25, 2023 and has mandatory monthly payments of $ 12,634 .

The note had an OID of $ 11,850

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 has occurred as of the date of this filing.

The balance on this note as of June 30,2023 was $ 25,267 .

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 $ 21,068 .

had an OID of $ 19,760 and recorded as finance fee expense.

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

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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 .

The balance on this note as of June 30, 2023 was $ 63,203 .

Feb 10,2023 the company entered into a promissory note in the amount of $ 258,521 with an interest rate of 10 % per annum and a default

interest rate of 22% per annum .

This note is due in full on Feb 10, 2024 , and has mandatory monthly payments of $ 28,437 .

had an OID of $ 27,698 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 has occurred as of the date of this filing.

The balance on this note as of June 30,2023 was $ 200,982 .

March 6,2023 the company entered into a promissory note in the amount of $ 135,005

with an 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 .

The note had an OID of $ 14,465.50

and was recorded as a 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 June 30, 2023 was $ 103,954 .

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.

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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.

It is not convertible until three months after its issuance and has a conversion rate of fifty-five eight percent ( 58 %) 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 $ 95,685 , by Cybernaut Zfounder

please see comment below.

May 24, 2017, we entered into a nine-month convertible note payable for $ 32,000 ,

which accrues interest at the rate of 12 %

It is not convertible until three months after its issuance and has a conversion rate of fifty-five eight percent ( 58 %)

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 $ 95,685 ,

by Cybernaut Zfounder Ventures.

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

This note matured on February 26 th ,

2018, and is currently in default.

This note matured on February 26, 2018, and is currently in default.

As of March 31, 2023 the outstanding balance due was $ 163,980 .

As of April 3, 2023, this note

was settled and paid off.

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

On April 3, 2023 Clean Energy Technologies, Inc.

reached an agreement with

Cybernaut Zfounder Ventures, LLC to pay off the outstanding convertible notes dated May 5, 2017 and May 24, 2017 in amount equal to $ 330,555

that were in default for a settlement amount

of $ 200,000 .

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

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with a maturity date of June

21, 2022 , which accrues interest at the rate

21, 2022 which accrues interest at the rate of

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

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May 6, 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 $ 750,000 Convertible Promissory Note, due May 6, 2023 (the “Note”) for a purchase price of $ 675,000.00 plus

an original issue discount in the amount of $ 75,000.00 , and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled

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

(Mast Hill”) pursuant to which the Company

issued to Mast Hill a $ 750,000

Convertible Promissory Note, due May

6, 2023 (the “Note”) for a purchase price of $ 675,000

plus an original issue discount in the amount of $ 75,000 ,

and an interest rate of fifteen percent ( 15 %)

Mast Hill Fund is entitled 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 rights.

The principal balance and accrued interest of this as of June 30, 2023 was $ 879,452 .

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

Company issued to Jefferson 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.

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”)

pursuant to which the Company issued to Mast Hill a $ 150,000 Convertible Promissory Note, due August 17, 2023 (the “Note”)

for a purchase price of $ 135,000.00 plus an original issue discount in the amount of $ 15,000.00 , and an interest rate of fifteen percent

( 15 %) per annum.

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

Company issued to Jefferson a $ 138,888

Convertible Promissory Note, due August

5, 2023 (the “Note”) for a purchase price of $ 125,000

plus an original issue discount in the amount of $ 13,888 ,

and an interest rate of fifteen percent ( 15 %)

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 for the payoff amount of $ 187,451 .

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

(“Firstfire”) pursuant to which the Company issued to Mast Hill a $ 150,000

Convertible Promissory Note, due August

17, 2023 (the “Note”) for a purchase price of $ 135,000

plus an original issue discount in the amount of $ 15,000 ,

and an interest rate of fifteen percent ( 15 %)

Firstfire is entitled to purchase 46,875

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 Firstfire as well

as providing Firstfire with registration rights.

This note was paid off as of March 9, 2023 for the payoff amount of $ 215,000 .

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

8 unchanged sentences

providing Pacific with registration rights.

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

This note was paid off as of March 9, 2023 for the payoff amount of $ 190,606 .

September 16, 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 $ 300,000 Convertible Promissory Note, due September 16, 2023 (the “Note”) for a purchase price of $ 270,000.00

plus an original issue discount in the amount of $ 30,000.00 , and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund

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”) pursuant to which the

Company issued to Mast Hill a $ 300,000 Convertible

Promissory Note, due September

16, 2023 (the “Note”) for a

purchase price of $ 270,000 plus

an original issue discount in the amount of $ 30,000 ,

and an interest rate of fifteen percent ( 15 %)

Mast Hill Fund 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.

The principal balance and

accrued interest of this as of June 30, 2023 was $ 335,384 .

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

(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 %)

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 rights.

The principal balance and accrued interest of this as of June 30, 2023 was $ 103,901 .

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

(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 %)

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 rights.

The principal balance and accrued interest of this as of June 30, 2023 was $ 103,628 .

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.

(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 %)

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 rights.

The principal balance and accrued interest of this as of June 30, 2023 was $ 132,402 .

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 %)

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.

The principal balance and accrued interest of this as of June 30, 2023 was $ 199,450 .

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

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 %)

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 rights.

The principal balance and accrued interest balance of this as of June 30, 2023 was $ 768,572 .

due to Convertible Notes

SCHEDULE OF CONVERTIBLE NOTES

convertible notes

June 30, 2023

December 31, 2022

Total convertible notes

Accrued Interest

Debt Discount

10 – Derivative Liabilities

a result of the convertible notes, we recognized the embedded derivative liability on the date of note issuance.

We also revalued the

remaining derivative liability on the outstanding note balance on the date of the balance sheet.

We value the derivative liability using

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 .

We also revalued

the remaining derivative liability on the outstanding note balance on the date of the balance sheet.

We value the derivative

liability using 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 derivative liability as of June 30, 2023 was $ 0 after the Company paid off the two convertible notes payable in the second quarter

The remaining derivative liabilities were:

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY

Liabilities on Convertible Loans:

June 30, 2023

December 31, 2022

Derivative Liabilities on Convertible Loans:

Outstanding Balance

11 – COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

On March 10, 2017, the Company signed

a lease agreement for an 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:

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 .

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 .

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

of March 31, 2023

March 31, 2024

March 31, 2025

March 31, 2026

March 31, 2027

of June 30, 2023

Lease Payment

2023 (6 months)

June 30, 2024

June 30, 2025

June 30, 2026

June 30, 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

Imputed Interest

Net Lease Liability

lease expenses for the six months ended June 30,2023 and 2022 were $ 196,373 and $ 173,480 respectively.

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 sewage treatment land from Leishen

for the purpose of operating the natural gas recycling station.

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.

following is a schedule, by year of lease payment for Shuya as of June 30, 2023.

For the 12 months ending

Lease Payment

March 31, 2024

March 31, 2025

March 31, 2026

March 31, 2027

2023 (6 months)

Total undiscounted cash flows

1 unchanged sentence

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

almost all leases on their balance sheet as a right-of-use asset and a lease liability.

For income statement purposes, the FASB retained

a dual model, requiring leases to be classified as either operating or finance.

Classification will be based on criteria that are largely

similar to those applied in current lease accounting, but without explicit bright lines.

Lessor accounting is similar to the current

model but has been updated to align with certain changes to the lessee model and the new revenue recognition standard.

This ASU is effective

for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

We have adopted the above ASU

as of January 1, 2019.

The right of use asset and lease liability have been recorded at the present value of the future minimum lease

payments, utilizing a 5 % average borrowing rate and the company is utilizing the transition relief and “running off” on current

Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr.

Mahdi would have been entitled

to receive through the remainder or the Employment Period or One (1) year, whichever is greater.

lease expense of Shuya for the three months ended June 30, 2023 and 2022 was $ 82,185 and $ 0 respectively.

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

recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability.

For income statement purposes, the

FASB retained a dual model, requiring leases to be classified as either operating or finance.

Classification will be based on

criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines.

Lessor accounting

is similar to the current model but has been updated to align with certain changes to the lessee model and the new revenue

recognition standard.

This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within

those fiscal years.

We have adopted the above ASU as of January 1, 2019.

The right of use asset and lease liability have been

recorded at the present value of the future minimum lease payments, utilizing a 5 %

average borrowing rate based on the major banks borrowing rate in China..

Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal to the salary that Mr.

Mahdi would have been

entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater.

12 – CAPITAL STOCK TRANSACTIONS

19 unchanged sentences

Stock Transactions

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.

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 %

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

of our common stock.

This note and accrued interest was converted into 277,604

of our common shares on March 28, 2023.

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 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.

April of 2022 we issued 122,898 shares of common stock, under S-1 registration statement with GHS for a total of $ 156,188 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.

December 28, 2022 Mast Hill exercised their warrant in full on a cashless basis to purchase 100,446

shares 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.

January 19, 2023, 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 58,438 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.

January 27, 2023 we issued 3,745

shares of our common stock due to rounding post the reverse stock split.

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 March 31, 2023

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

All outstanding shares of common stock are, and the common stock to be issued

will be, fully paid and non-assessable.

The initial public offering price

per share is $ 4.00

Net proceeds from this offering was $ 3,093,577 .

In the second quarter of 2023, the Company issued

40,000 shares to a consultant at fair value of $ 72,000 .

On March 8, 2023 the Company entered into a Securities

Purchase Agreement and a warrant agreement with Mast Hill, L.P.

(Mast Hill”) pursuant to which the Company issued to Mast Hill

the Company issued Mast Hill a five-year warrant to purchase 367,000 shares of common stock

in connections with the transactions.

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 .

May 10, 2023 Mast Hill exercised the right to purchase 58,438

of the shares of Common Stock (“Warrant

Shares”) of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on

Jamuary 19, 2023.

The exercise price is $ 1.60

The total purchase price was $ 93,501 .

June 14, 2023 Mast Hill exercised the right to purchase 38,438 of the shares of Common Stock (“Warrant Shares”) of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on December 26, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 61,501 .

June 23, 2023 Mast Hill exercised the right to purchase 29,688 of the shares of Common Stock (“Warrant Shares”) of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on November 21, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 47,501 .

Articles of Incorporation authorize us to issue 2,000,000,000

shares of common stock, par value $ 0.001

As of June 30, 2023 there were 38,755,767

shares of common stock outstanding.

All outstanding shares of common stock are, and the common stock to be issued will be, fully

paid and non-assessable.

Each share of our common stock has identical rights and privileges in every respect.

of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each

The holders of our

common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each

share of common stock held.

11 unchanged sentences

Our Board of Directors is also authorized to set the powers, privileges, preferences,

and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or

restrictions of the shares of each such series.

and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations,

or restrictions of the shares of each such series.

our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment

14 unchanged sentences

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 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

In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed,

among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate

on the Series D Preferred Stock to six percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on

or after such date .

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 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 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.

February 9, 2021, we issued 56,892 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 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,

in exchange for the conversion of 1300 shares of our Series D Preferred Stock and accrued preferred dividend.

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%.

Any 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 period.

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.

summary of warrant activity for the periods is as follows:

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.

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

5 unchanged sentences

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 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

8 unchanged sentences

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

On April 18, 2023 Mast Hill exercised the warrant in full at the exercise price per share

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.

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 June 23, 2023 Mast Hill exercised the warrant in full at the exercise price per share of

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

3 unchanged sentences

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.

On June 14, 2023 Mast Hill exercised the warrant in full at the exercise price per share of

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.

On May 19, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 1.60 .

February 13, 2023 we issued 26,701 warrant shares to J.H.

Darbie & Co., Inc.

3 unchanged sentences

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

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

Warrants - Common Share Equivalents

Weighted Average Exercise price

Warrants exercisable - Common Share Equivalents

Weighted Average Exercise price

SCHEDULE OF WARRANT ACTIVITY

exercisable -

Outstanding December 31, 2022

Outstanding March 31, 2023

Outstanding June 30, 2023

currently have no outstanding stock options.

13 – RELATED PARTY TRANSACTIONS

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

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 $ 740,000 loan with a 4-year term to facilitate building of a natural gas recycling station to provide Shuya with

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 loan.

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 Leishen.

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

below market.

Our Board of Directors has approved the transactions between Leishen and the Company.

During the quarter ended March 31,

2023 Shuya made a $ 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.

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 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

August 5, 2022 Shuya entered another 48 months lease for leasing sewage treatment land from Leishen for the purpose of operating the

natural gas recycling station.

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

On May 13, 2021 the Company formed CETY Capital LLC

a wholly owned subsidiary of CETY.

In addition, the company established Vermont Renewable Gas LLC (“VRG”) 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 VRG is 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 Gas LLC.

On June 2, 2023 CETY executed a turnkey

agreement for the design, construction, and delivery of organics to energy plant with Vermont Renewable Gas, LLC.

As a result, CETY

has invoiced VRG $ 412,682

in the second quarter of 2023 and recorded as related party revenue.

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

18 unchanged sentences

be governed by the terms of the Master Note, including the payment of a financing fees, interest, minimum interest, and convertibility.

Reddot is MW I’s agent for purposes of administration of the Credit Agreement and the Master Note and advances thereunder.

Reddot is MW I’s agent for the purposes of administration of the Credit Agreement and the Master Note and advances thereunder.

February 13, 2018, the Corporation and Confections Ventures Limited.

29 unchanged sentences

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

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

on May 11 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.

12 unchanged sentences

$ 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 .

The outstanding balance on this advance on June 30, 2022 is $ 33,142 .

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

4 unchanged sentences

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.

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 1st and 2nd quarter of 2023 was $ 6,187.00 .

Our Board of Directors has approved the transactions between Billet Electronics and the Company.

The outstanding balance as of June

30, 2023 was $ 1,187 .

14 - WARRANTY

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

the quarter ended June 30, 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

in the units that are still under warranty.

The outstanding balance as of June 30, 2023 was 100,000 .

15 – NON-CONTROLLING INTEREST

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

In addition, the company established Vermont

Renewable Gas LLC (“VRG”) 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

1 unchanged sentence

holds the license for.

The VRG is located in Lyndon, Vermont.

The VRG is 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;

Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity

The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as

a Variable Interest Entity (“VIE”).

The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient

equity to operate without financial support from both parties.

According to ASC 810-25-38, a reporting entity shall consolidate a VIE

when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling

financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J.

The reporting entity that consolidates

a VIE is called the primary beneficiary of that VIE.

According to the JV operating agreement, the ownership interests are 49/51 and the

agreement provides for a Management Committee of 3 members.

Two of the three members are from Synergy Bioproducts Corporation, and one

is from CETY.

Both parties do not have substantial capital at risk and CETY does not have voting interest.

However, SBC has controlling interest and more board votes therefore SBC is the beneficiary of the VIE and as a result

we record it as an equity investment.

Accordingly, the Company has elected to account for the joint venture

as an equity method investment in accordance with ASC 323 Investments – Equity Method and Joint Ventures.

decision is a result of the company’s evaluation of its involvement with potential variable interest entities and their respective risk

and reward scenarios, which collectively affirm that the conditions necessitating the application of the variable interest model are

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”), JHJ owns 20 % of Shuya.

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

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.

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 represents the 41 % equity ownership that is owned by Leishen, and 10 % equity ownership owned by another shareholder.

16 – THE STATUTORY RESERVES

43 unchanged sentences

17 – SUBSEQUENT EVENTS

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.

July 20, 2023 Clean Energy Technology, Inc., a Nevada corporation (the “Company”) closed the transactions contemplated by

the Securities Purchase Agreement with Mast Hill, L.P.

(Mast Hill”) dated July 18, 2023 (the “Securities Purchase Agreement”)

pursuant to which the Company issued to Mast Hill a $ 556,000 Convertible Promissory Note, due July 18, 2024 (the “Note”)

for a purchase price of $ 500,400 plus an original issue discount in the amount of $ 55,600 , and an interest rate of fifteen percent

( 15 %) per annum.

principal and interest of the Note may be converted in whole or in part at any time on or following the issue date, into common stock

of the Company, par value $ .001 share (“Common Stock”), subject to anti-dilution adjustments and for certain other corporate

actions subject to a beneficial ownership limitation of 4.99 % of Mast Hill and its affiliates.

The per share conversion price into which

principal amount and accrued interest may be converted into shares of Common Stock equals $ 6.00 , subject to adjustment as provided in

Upon an event of default, the Note will become immediately payable and the Company shall be required to pay a default rate

of interest of 15 % per annum.

At anytime prior to an event of default, the Note may be prepaid by the Company at a 150 % premium.

Note contains customary representations, warranties and covenants of the Company.

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