What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-14 · 667 added, 657 removed, 1073 unchanged (55% of the section changed)

5 unchanged sentences

Statement Index

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

Consolidated Statements of Operations (unaudited)

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

Statements of Operations and comprehensive loss (unaudited)

Consolidated Statements of Stockholders Deficit (unaudited)

3 unchanged sentences

Balance Sheets

June 30, 2023

September 30, 2023

December 31, 2022

2 unchanged sentences

Accounts receivable - related party

Accounts receivable

Lease receivable asset

16 unchanged sentences

Accounts payable

Accounts payable – Related Party

Accounts payable

6 unchanged sentences

Line of Credit

Convertible notes payable (net of discount of 355,473

and $ 326,805

respectively)

Convertible notes payable (net of discount of 257,582 and $ 326,805 respectively)

Related party notes payable

7 unchanged sentences

2,000,000,000 shares authorized;

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

38,968,955 and 37,174,879 issued and outstanding as of September 30, 2023 and December 31, 2022 respectively

Addition paid-in capital

9 unchanged sentences

Energy Technologies, Inc.

Statements of Operations

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

Statements of Operations and comprehensive loss

the three and nine months ended September 30, 2023 and 2022 (Unaudited)

Sales from related party

9 unchanged sentences

Net loss from operations

( 1,282,334 )

Other income (expenses)

4 unchanged sentences

Total other income (expenses):

( 1,169,182 )

Net loss before income taxes

( 2,451,516 )

( 1,304,546 )

Income tax expense

( 2,460,489 )

( 1,322,861 )

Non-controlling interest

1 unchanged sentence

( 2,552,885 )

( 1,341,920 )

( 2,460,489 )

( 1,322,861 )

Other comprehensive item

4 unchanged sentences

$ ( 1,565,996 )

Non-controlling interest accumulative

other comprehensive income

Total comprehensive income attributable to non-controlling interests

$ ( 682,249 )

$ ( 2,572,663 )

$ ( 1,565,996 )

Per Share Information:

17 unchanged sentences

( 17,536,520 )

Shares issued for S1

4 unchanged sentences

( 17,883,464 )

Preferred Stock

Common Stock to be issued

Additional Paid in

Shares issued MGW Note Conversion

Warrants issued Q3 Bridge Financing

Subscription Receivable

Accumulated Comprehensive

Non Controlling

holders’ Deficit/equity

September 30, 2022

( 18,763,939 )

Stock to be issued

Comprehensive

Deficit/equity

December 31, 2022

4 unchanged sentences

Offering cost

Shares issued for Reg A offering

Shares issued for rounding

7 unchanged sentences

( 18,350,395 )

Warrants issued in Conjunction For cash

1 unchanged sentence

Offering costs

Shares issued for Reg A offering

Shares based compensation

3 unchanged sentences

( 19,108,027 )

Shares issued for warrant conversion

Accumulated Comprehensive

September 30, 2023

( 19,829,422 )

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

1 unchanged sentence

Statements of Cash Flows

the six months ended June 30 (Unaudited)

the nine months ended September 30 (Unaudited)

Cash Flows from Operating Activities:

10 unchanged sentences

(Increase) decrease in right of use asset

(Increase) decrease in lease liability

(Decrease) increase in lease liability

(Increase) decrease in accounts receivable

1 unchanged sentence

(Increase) decrease in prepayments

( 1,137,464 )

(Increase) decrease in equity method investment

(Increase) decrease in other assets

1 unchanged sentence

(Decrease) increase in accounts payable

( 1,041,509 )

Other (Decrease) increase in accrued expenses

2 unchanged sentences

Other (Decrease) increase in customer deposits

Net cash provided by (used In) operating activities

Net cash used in operating activities

( 3,842,232 )

3 unchanged sentences

Payment to Heze Hongyuan Natural Gas Co

Investment in Shuya

Purchase of intangible assets

Purchase of property and equipment

Net Cash provided by / (used In) investing activities

Net Cash provided by investing activities

( 1,388,734 )

Cash Flows from Financing Activities

Proceeds from notes payable

Proceeds from notes payable and lines of credit

Proceeds from warrant exercise

Payments on notes payables

Payments on notes payables and lines of credit

( 1,463,049 )

Loan to Rongjun

Loan receivable

Stock issued for cash

1 unchanged sentence

Foreign currency translation

Net (decrease) increase in Cash

Cash at Beginning of Period

Cash at End of Period

Supplemental Cashflow Information:

Net Increase (decrease) in cash and cash equivalents

( 1,016,545 )

Cash and cash equivalents at beginning of period

Cash and Cash Equivalents at End of Period

Supplemental Cash flow information:

Interest paid

3 unchanged sentences

Warrants issued in conjunction for convertible notes payable

Reclass of derivative liability to additional paid in capital

Shares issued for warrants

Shares issued for debt conversion conversions

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

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to Consolidated Financial Statements (Unaudited)

unaudited interim consolidated financial statements as of and for the six months ended June 30, 2023 reflect all adjustments which,

unaudited interim consolidated financial statements as of and for the nine months ended September 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 six months

ended June 30, 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 nine months

ending September 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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and liquidation of liabilities in the normal course of business.

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.

The Company had a total stockholder’s equity of $ 5,389,051 and

a working capital of $ 1,755,468 as of September 30, 2023.

The company also had an accumulated deficit of $ 19,829,422 as of September

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

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.

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.

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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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 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.

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 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.

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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.

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

un-collectable accounts receivable of $ 95,322 and $ 75,000 , respectively.

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 September 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 September 30, 2023.

Our trade accounts primarily represent unsecured

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

2023 and will generate approximately $ 20,000 per month for 120 months .

of September 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 1st quarter

of 2024 and will generate approximately $ 20,000 per month for 120 months .

See note 3 for additional information.

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

Our industry experiences changes in technology, changes in market value

and availability of raw materials, as well as changing customer demand.

We make provisions for estimated excess and obsolete inventories

based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions

Our industry experiences changes in technology, changes in

market value and availability of raw materials, as well as changing customer demand.

We make provisions for estimated excess and obsolete

inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional

provisions are made.

Any inventory write offs are charged to the reserve account.

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

potentially obsolete inventory of $ 897,808 .

As of September 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:

and Equipment Estimated Useful Lives of the Related Assets

AND EQUIPMENT ESTIMATED USEFUL LIVES OF RELATED ASSETS

Furniture and fixtures

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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;

Upon 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.

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

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on discounted cash flow analysis or appraisals.

There was no impairment

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

There was no impairment of long-lived assets for the periods ended September 30, 2023

Company recognizes revenue under ASU No.

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a final payment of 10 %.

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.

As of September 30, 2023 and December 31, 2022 we had $ 33,000 and 33,000 of deferred revenue, which is expected

to be recognized in the second quarter of year 2024.

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

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

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

As of September 30, 2023 and December 31, 2022

we had outstanding customer deposits of $ 770,943 and $ 80,475 respectively.

Value of Financial Instruments

25 unchanged sentences

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

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

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

SCHEDULE OF FAIR VALUE OF CONVERTIBLE NOTES DERIVATIVE LIABILITY

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

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

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

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from fair value or equity method to consolidation.

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 %

July 2022 JHJ, a wholly owned subsidiary of CETY HK 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 % of Shuya;

Shunengwei is a holding company and did not have any operations nor made any capital contribution into

Shuya as of the ownership purchase date by JHJ;

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

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

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

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

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

of the three parties in Shuya.

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

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

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

position of the three parties in Shuya.

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

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

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

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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 the activities are conducted on behalf of an investor with

disproportionately few voting rights.

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

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

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

significantly affect the VIE’s economic performance;

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

that could potentially be significant to the VIE.

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

few voting rights.

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

the reporting entity has both of the following characteristics:

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

affect the VIE’s economic performance;

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

be significant to the VIE.

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

the Company consolidates Shuya effective on January 1, 2023.

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.

Accordingly, the Company consolidates

Shuya effective on January 1, 2023.

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

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.

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

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.

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 1, 2023.

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

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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 June 30, 2022 as they do not exist.

Net Loss per Common Share

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

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 six months ended

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

and 23,978,725

respectively.

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

of additional common shares, 466,790

common stock warrants.

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

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

On September 30, 2023 we had outstanding

common shares of 38,968,955 used in the calculation of basic earnings per share.

Basic weighted average common shares and equivalents

for the nine months ended September 30, 2023 and September 30, 2022 were 38,227,965 and 24,514,942 respectively.

As of September 30,

2023 we had convertible notes, convertible into approximately 2,609,143 of additional common shares, 253,604 common stock warrants.

diluted weighted average common shares and equivalents were withheld from the calculation for the three months ended September 30, 2023

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

and Development

amounts of research and development R&D expense during the three and six months ended June 30, 2023 and 2022.

had no amounts of research and development R&D expense during the three and nine months ended September 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:

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.

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 six months ended June 30

for the nine months ended September 30

Manufacturing and Engineering

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CETY Renewables Waste to Energy

Total Segment income

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

operating expenses

other income and expenses

Net Profit / (Loss) before income taxes

( 2,451,516 )

( 1,304,546 )

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

SCHEDULE OF REVENUE BY GEOGRAPHIC

AREAS BASED ON THE SALES LOCATION OF OUR PRODUCTS AND LOCATIONS

for the nine months ended September 30

United States

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

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.

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 nine months ended September 30, 2023 and 2022 we had $ 82,100 in share-based expense.

As of September

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

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Issued Accounting Standards

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.

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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SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE

June 30, 2023

September 30, 2023

December 31, 2022

4 unchanged sentences

SCHEDULE OF LEASE RECEIVABLE ASSET

June 30, 2023

September 30, 2023

December 31, 2022

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

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

SCHEDULE OF DERECOGNITION OF UNDERLYING ASSETS OF FINANCING RECEIVABLE

June 30, 2023

Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of September 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 recognized on the sales-type lease pursuant to ASC 842-30-25-3.

OF LONG-TERM FINANCING RECEIVABLES

September 30, 2023

December 31, 2022

8 unchanged sentences

SCHEDULE OF INVENTORIES

June 30, 2023

September 30, 2023

December 31, 2022

3 unchanged sentences

SCHEDULE OF PROPERTY AND EQUIPMENT

June 30, 2023

September 30, 2023

December 31, 2022

5 unchanged sentences

Net Fixed Assets

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

respectively.

Depreciation Expense for the three and nine months ended September 30, 2023 and 2022 was $ 4,602 and $ 13,805 respectively.

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

2 unchanged sentences

SCHEDULE OF INTANGIBLE ASSETS

June 30, 2023

September 30, 2023

December 31, 2022

2 unchanged sentences

Net Fixed Assets

Amortization Expense for the three and six months ended June 30, 2023 and 2022 was $ 2,969

respectively.

Amortization Expense for the three and nine months ended September 30, 2023 and 2022 was $ 2,969 and 8,907 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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SCHEDULE OF ACCRUED EXPENSES

June 30, 2023

September 30, 2023

December 31, 2022

7 unchanged sentences

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

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

As of September 30, 2023 the outstanding balance was $ 648,369

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

1 unchanged sentence

Interbanc has lowered the accrued fees balance by $ 275,000 as well as the accrual rate to 2.25 % per 30 days.

As a result, CETY has

agreed to remit a minimum monthly payment of $ 25,000 by the final calendar day of each month.

As a result, CETY has agreed

to remit a minimum monthly payment of $ 25,000 by the final calendar day of each month.

September 11, 2015, our CE HRS subsidiary issued a promissory note in the initial principal amount $ 1,400,000 and assumed a pension liability

19 unchanged sentences

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 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.

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 .

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 has 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 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 .

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 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.

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 an 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 .

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

an OID of $ 17,060 and was recorded as finance fee expense.

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

converted into shares of common stock of the company.

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

place, none of which 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

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 .

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

This note is due in full on June 30, 2023 and has mandatory monthly payments of $ 27,822 .

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 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 .

This note is due in full on July 13, 2023 and has mandatory monthly payments of $ 17,539 .

an OID of $ 16,447 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 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 October 25, 2023 and has mandatory monthly payments of $ 12,634 .

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 .

This note was

paid off as of September 15, 2023.

December 5, 2022 the company entered into a promissory note in the amount of $ 191,526

with an interest rate of 10 %

1 unchanged sentence

interest rate of 22% per annum .

due in full on July

This note is due in full on December

5,2023 and has mandatory monthly payments of $ 21,068 .

1 unchanged sentence

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 $ 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

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 September 30, 2023 was $ 27,652 .

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

with an interest rate of 10 %

1 unchanged sentence

interest rate of 22% per annum .

This note is due in full on October

This note is due in full on February

10, 2024 , and has mandatory monthly payments of $ 28,437 .

5 unchanged sentences

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

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 $ 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 .

The balance on this note as of September 30,2023 was $ 91,898 .

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

10 unchanged sentences

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 .

The balance on this note as of September 30, 2023 was $ 65,987 .

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.

5 unchanged sentences

As of March 31, 2023 the outstanding balance due was $ 159,895 .

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

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.

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

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

This note matured on February 26, 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

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 .

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.

for $ 650,000

with a maturity date of June

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

of our common stock.

This note was converted

of our common shares on March 28, 2023.

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

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

It is convertible at any time after its issuance and has a fixed conversion

rate of $ 0.06 of our common stock.

This note was converted into 277,604 of our common shares on March 28, 2023.

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

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

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.

(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 %) 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

The principal balance and accrued interest of this as of September 30, 2023 was $ 907,808 .

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

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

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 .

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

1 unchanged sentence

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

Company issued to Pacific a $ 138,888

Convertible Promissory Note, due August

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

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

and an interest rate of fifteen percent ( 15 %)

Pacific is entitled to purchase 43,403

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

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

providing Pacific with registration rights.

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

issued to Pacific a $ 138,888 Convertible Promissory Note, due August 5, 2023 (the “Note”) for a purchase price of $ 125,000

plus an original issue discount in the amount of $ 13,888 , and an interest rate of fifteen percent ( 15 %) per annum.

Pacific is entitled

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

The Securities Purchase Agreement

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

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 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”) 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 %) 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 converted their warrant on April 18, 2023.

The principal balance and

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

The principal balance and accrued interest of this as of September

30, 2023 was $ 346,726 .

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 %)

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 .

(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

The principal balance and accrued interest of this as of September 30, 2023 was $ 107,493 .

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 %)

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 .

(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

The principal balance and accrued interest of this as of September 30, 2023 was $ 107,220 .

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 %)

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 .

(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

The principal balance and accrued interest of this as of September 30, 2023 was $ 137,052 .

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 %)

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 .

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

The principal balance and accrued interest of this as of September 30, 2023 was $ 206,520 .

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

The principal balance and accrued interest balance of this as of September 30, 2023 was $ 795,387 .

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 %)

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.

The principal balance and accrued interest balance

of this as of September 30, 2023 was $ 574,279 .

due to Convertible Notes

SCHEDULE OF CONVERTIBLE NOTES

June 30, 2023

September 30, 2023

December 31, 2022

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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 .

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

June 30, 2023

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 September 30, 2023 was $ 0 after the Company paid off the two convertible notes payable in the second quarter

remaining derivative liabilities were:

of Fair Value of Derivative Liability

September 30, 2023

December 31, 2022

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SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

of June 30, 2023

of September 30, 2023

Lease Payment

2023 (3 months)

June 30, 2024

June 30, 2025

June 30, 2026

June 30, 2027

September 30, 2024

Total undiscounted cash flows

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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.

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.

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

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 September 30, 2023.

For the 12 months ending

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Present value of lease liabilities

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..

lease expenses for the nine months ended September 30,2023 and 2022 were $ 347,529 and $ 260,262 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.

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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.

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

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

It is convertible at any time after its issuance and has 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.

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

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

shares of Common Stock.

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

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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.

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.

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stock in connections with the transactions.

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.

January 27, 2023 we issued 3,745 shares of our common stock due to rounding post the reverse stock split.

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

public offering price per share is $ 4.00 per share.

Net proceeds from this offering was $ 3,145,244 .

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.

the second quarter of 2023, the Company issued 40,000 shares to a consultant at fair value of $ 72,000 .

March 8, 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 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

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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

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 January 19, 2023.

price is $ 1.60 per share.

The total purchase price was $ 93,501 .

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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.

September 12, 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 .

September 13, 2023 Mast Hill exercised the right to purchase 183,500 of the shares of Common Stock (“Warrant Shares”) of

Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on March 08, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 293,600 .

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

As of September 30,

2023 there were 38,968,955 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.

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.

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.

There are no cumulative voting rights.

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following are primary terms of the Series D Preferred Stock.

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%.

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.

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

monthly divide at the rate of 17.5 % per annum.

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

in the event cash dividends were not paid when scheduled.

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

the end of the calendar month for which the payment of such dividend 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

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.

October 31, 2023, Clean Energy Technologies, Inc.

(the “Company”) filed with the Nevada Secretary of State a certificate

of designation designating 3,500,000 shares of the undesignated and authorized preferred stock of the Company, par value $ 0.001 per share,

as the 15 % Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and setting forth the rights, preferences

and limitations of such Series E Preferred Stock.

Series E Preferred Stock has a stated value of $ 1.00 (the “Stated Value”) per share.

Each holder of the Series E Preferred

Stock is entitled to receive dividends payable on the Stated Value of the Series E Preferred Stock at a rate of 15% per annum .

E Preferred Stock is convertible at the option of the holder thereof into such number of common stocks of the Company, par value $0.001

per share, as is determined by dividing the Stated Value per share plus accrued and unpaid dividends thereon by the conversion price

of $1.00, subject to a 4.99% beneficial ownership limitation .

Each holder of Series E Preferred Stock also enjoys certain voting rights

and preferences upon liquidation.

summary of warrant activity for the periods is as follows:

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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.

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

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

price per share of Common Stock.

On March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 31,111 shares

of common stock.

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

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offering price per share of Common Stock.

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

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

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.

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 $ 1.60 .

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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 September 12, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 1.60 .

December 26, 2022 we issued 38,437 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 123,000

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

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

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

offering price per share of Common Stock.

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 14, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 1.60 .

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price per share of Common Stock.

On September 13, 2023 Mast Hill exercised 183,500 shares of the warrant at the exercise price per share

SCHEDULE OF WARRANT ACTIVITY

exercisable -

Outstanding December 31, 2022

Outstanding June 30, 2023

Outstanding September 30, 2023

currently have no outstanding stock options.

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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.

approximately total of $ 700,000 loan with a 4-year 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 transfer the NG Recycling Station and

all permits to Shuya or repay the loan .

Additionally,

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

During the quarter ended March 31,

During the quarter ended September

30, 2023 Shuya made a $ 1.13 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.

As of September 30, 2023 we had no account receivable

from Leishen, advance to supplier of Leishen of $ 468,810 , accounts payable to Leishen of $ 91,706 .

In addition, we lent

approximately $ 700,000 to Leishen as of September 30, 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.

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

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.

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.

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.

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.

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.

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 $ 367,038

in the third quarter of 2023 ($ 779,720 in total) 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 .

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

(“CVL”) entered into a Convertible Note Purchase Agreement

(the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated

thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL

Note”) in the principal amount of $ 939,500 with an interest rate of 10 % per annum interest rate and a maturity date of February

The CVL Note is convertible into shares of Common Stock at $ 0.12 per share, as adjusted as provided therein.

As a result, we

recognized a beneficial conversion feature of $ 532,383 , which is amortized over the life of the note.

This note was assigned to MGW Investments,

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

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

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

September 21, 2022.

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

an interest rate of 12 % per annum payable to MGWI (the “MGWI Note”).

The MGWI Note is convertible into shares of the Corporation’s

common stock at the lower of:

(i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date

of a Conversion Notice;

(“CVL”) entered into a Convertible Note Purchase

Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions

contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note

(the “CVL Note”) in the principal amount of $ 939,500

with an interest rate of 10 %

per annum interest rate and a maturity date of February 13, 2020.

The CVL Note is convertible into shares of Common Stock at $ 0.12

per share, as adjusted as provided therein.

As a result, we recognized a beneficial conversion feature of $ 532,383 ,

which is amortized over the life of the note.

This note was assigned to MGW Investments, and they agreed not to convert the $ 939,500

note into shares in excess of the 20,000,000

Authorized limit until we have increased the Authorized shares to the Board approved limit of 50,000,000

This note and the February 8, 2018 note below and the their accrued interest converted into 12,907,534

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

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

due October 8, 2018, with an interest rate of 12 %

per annum payable to MGWI (the “MGWI Note”).

MGWI Note is convertible into shares of the Corporation’s common stock at the lower of:

(i) a 40% discount to the lowest

trading price during the previous twenty (20) trading days to the date of a Conversion Notice;

or (ii) 0.12.

As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and

Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and

their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis.

The proceeds from

the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc.

in the principal amount of $ 103,000

with an interest rate of 12 % per annum, due April 25, 2018.

At December 31, 2019 the holder of this note beneficially owned 70% of the

company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability

or a beneficial conversion feature.

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

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.

As a result of the

closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must

be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and

outstanding Common Stock of the Corporation on a fully diluted basis .

The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc.

principal amount of $ 103,000 with

an interest rate of 12 %

per annum, due April 25, 2018.

December 31, 2019 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds

more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature .

This note and

the February 13, 2018 note below and the their accrued interest converted into 12,907,534 of company’s common stock on

September 21, 2022.

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.

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

11 unchanged sentences

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

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

The outstanding balance on this advance on September 30, 2023 is $ 0 .

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

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 , 2 nd , and 3rd quarter of 2023 was

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 .

The outstanding balance as

of September 30, 2023 was $ 0 .

14 - WARRANTY

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 .

the quarter ended September 30, 2023 and for the year ended December 31, 2022 there was no

change in our warranty liability.

We estimate 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

September 30, 2023 and December 31, 2022 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 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.

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

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.

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

13 unchanged sentences

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

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.

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.

This 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 not present.

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

54 unchanged sentences

17 – SUBSEQUENT EVENTS

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.

On October 6,

2023, Clean Energy Technologies, Inc.

(the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with

Roth Capital Partners, LLC, as sales agent (“Roth”), pursuant to which the Company may offer and sell from time to time up

to $ 25,000,000 of shares (the “ATM Offering”) of the Company’s common stock, par value $ 0.001 per share (“Shares”),

through Roth.

The offer and sale of the Shares will be made pursuant to a prospectus supplement to the Company’s base shelf prospectus

to be filed under the Securities Act of 1933, as amended.

October 25, 2023 Mast Hill exercised the right to purchase 183,500 of the shares of Common Stock (“Warrant Shares”) of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on March 08, 2023.

price is $ 1.60 per share.

The total purchase price was $ 293,600 .

October 13, 2023 the company entered into a promissory note in the amount of $ 197,196

with an interest rate of 10 %

per annum and a default

interest rate of 22% per annum .

This note is due in full on August

24, 2024 and has mandatory monthly payments of $ 21,691.50 .

The note had an OID of $ 19,719

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 date of this filing was $ 216,915 .

On October 31, 2023, Clean Energy

Technologies, Inc.

(the “Company”) filed with the Nevada Secretary of State a certificate of designation designating 3,500,000

shares of the undesignated and authorized preferred stock of the Company, par value $ 0.001 per share, as the 15 % Series E Convertible

Preferred Stock (the “Series E Preferred Stock”) and setting forth the rights, preferences and limitations of such Series

E Preferred Stock.

November 8, 2023, Clean Energy Technologies, Inc.

(the “Company”) entered into an exchange agreement (the “Agreement”)

with Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”), pursuant to which the Company agreed to issue to

the Holder 2,199,387 shares of the newly designated 15 % Series E Convertible Preferred Stock of the Company, par value $ 0.001 per share

(the “Series E Preferred Stock”), in exchange for the outstanding balances of $ 1,955,122.43 , as of November 8, 2023, under

the six promissory notes the Company issued to the Holder from November 2022 to July 2023.

The Company has designated the rights

of the Holder with respect to its shares of Series E Preferred Stocks pursuant to that certain Certificate of Designations, Preferences,

and Rights of Series E Convertible Preferred Stock (the “Certificate of Designation”).

The terms of the Certificate of Designation

are summarized in the Company’s report on Form 8-K filed by the Company on November 3, 2023, and a copy of the Certificate of Designation

is set forth in the Exhibit 4.1 to such previous current report.

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