What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-11-14 · 779 added, 782 removed, 958 unchanged (62% of the section changed)

5 unchanged sentences

Statement Index

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

Statements of Operations and comprehensive loss (unaudited)

Consolidated Balance Sheets March 31, 2024 and December 31, 2023

Consolidated Statements of Operations (unaudited)

Consolidated Statements of Stockholders Deficit (unaudited)

3 unchanged sentences

Balance Sheets

September 30, 2023

March 31, 2024

December 31, 2023

3 unchanged sentences

Accounts receivable

Lease receivable asset

Advance to Supplier - Prepayment

Advance to supplier – related party

Advance to Supplier

Deferred Offering Costs

Investment Heze Hongyuan Natural Gas Co.

Due from related party

Investment Heze Honguan Natural Gas Co.

Loan Receivables

Inventory, net

Investment to Guangyuan Shuxin New Energy Co.

Inventories, net

Total Current Assets

Long-Term Assets:

Property and Equipment - Net

LWL Intangibles

Long term investment - Shuya

Investment to Shuya

Long-term financing receivables - net

Right of use asset - long term

Total non current assets

Right -of - use asset

Total Long-Term Assets

Assets from discontinued operations

Liabilities and Stockholders’ Equity

1 unchanged sentence

Accounts payable

Accounts payable – Related Party

Accounts payable

3 unchanged sentences

Deferred revenue

Derivative liability

Facility lease liability - current

Line of credit

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

Related party notes payable

Related party note payable

Convertible notes payable - net

Total Current Liabilities

Long-Term Liability:

Facility lease liability - long term

Facility lease liability - non-current

Accrued dividend

Total Long-Term Liability

from discontinued operations

Total Liabilities

Commitments and contingencies

Stockholders’ Equity

1 unchanged sentence

2,000,000,000 shares authorized;

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

Addition paid-in capital

Accumulated other comprehensible loss

42,550,948 and 39,152,455 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

15% Series E Convertible preferred stock, $ .001 par value;

3,500,000 shares authorized;

1,634,209 shares issued and outstanding as of March 31, 2024 and 2,199,387 outstanding as of and December 31, 2023, respectively

Preferred stock, value

Additional paid-in capital

Accumulated other comprehensible income

Accumulated deficit

1 unchanged sentence

( 22,984,163 )

Total stockholders’ equity attributable to CETY

Total Stockholders’ Equity attributable to Clean Energy Technologies,

Non-controlling interest

3 unchanged sentences

Energy Technologies, Inc.

Statements of Operations and comprehensive loss

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

Sales from related party

Total Sales, net

Statements of Operations

the three months ended March 31, 2024 and 2023 (Unaudited)

Sales – related party

Cost of goods sold

6 unchanged sentences

Total operating expenses

Net loss from operations

( 1,282,334 )

Other income (expenses)

Operating loss

Other income (expense)

Change in derivative liability

Gain on debt settlement and write down

Other loss – deconsolidation of shuya

Interest and financing fees

( 1,419,400 )

Total other income (expenses):

( 1,110,390 )

Net loss before income taxes

( 2,451,516 )

( 1,304,546 )

Income tax expense

Net (loss) before noncontrolling interest from continuing operations

( 1,419,400 )

( 1,110,390 )

Non-controlling interest

Net profit before noncontrolling interest from discontinued operations

Net loss attributable to non-controlling interest from continuing operation

Net profit attributable to non-controlling interest from discontinued operation

Net (loss) attributable to Clean Energy Technologies, Inc.

( 2,552,885 )

( 1,341,920 )

from continuing

( 1,419,400 )

( 1,110,390 )

Other comprehensive item

Net profit attributable to Clean Energy Technologies, Inc.

from discontinued operation

Net (loss) attributable to Clean Energy Technologies, Inc.

Accumulative other comprehensive (loss)

Foreign currency translation (loss)

Total comprehensible income loss

$ ( 687,449 )

$ ( 2,613,856 )

$ ( 1,565,996 )

Non-controlling interest accumulative

other comprehensive income

Total comprehensive income attributable to non-controlling interests

$ ( 682,249 )

Total other comprehensive (loss)

$ ( 1,463,450 )

( 1,064,246 )

Per Share Information:

Basic and diluted weighted average number of common shares outstanding

2 unchanged sentences

Energy Technologies, Inc.

Statements of Stockholders Deficit

30, 2022 & 2023 (Unaudited)

Additional Paid

Accumulated Comprehensive

Statements of Stockholders’ Equity

the three months ended March 31, 2024 and 2023 (Unaudited)

Comprehensive

Deficit/equity

December 31, 2021

( 17,276,536 )

( 1,721,712 )

Shares issued for Reg A offering

Warrants issued in conjunction

Warrants issued for services

Shares issued for S1

Subscription Receivable

Accumulated Comprehensive

March 31, 2022

Offering costs

Shares issued for rounding

Shares for Pacific Pier and

Firstfire conversion

Shares issued for Universal

Scope Conversion

Currency translation adjustments

Non controlling interest ownership

( 1,073,858 )

Shares issued for S1

Warrants Issued Mast Hill Fund

Subscription Receivable

Accumulated Comprehensive

June 30, 2022

( 1,035,835 )

Shares issued MGW Note Conversion

Warrants issued Q3 Bridge Financing

Subscription Receivable

Accumulated Comprehensive

September 30, 2022

( 18,350,396 )

Stock to be issued

Comprehensive

Preferred Stock

Common Stock to be issued

Additional Paid in

Accumulated Comprehensive

Deficit/equity

1 unchanged sentence

( 22,984,163 )

Warrants issued in conjunction for debt

Warrants issued for services

Shares issued for S-1 Registration

Offering cost

Shares issued for rounding

Shares for Pacific Pier and Firstfire conversion

Shares issued for Debt Conversion

Accumulated Comprehensive

Noncontrolling interest ownership

( 22,984,163 )

( 1,035,835 )

March 31, 2023

( 18,350,395 )

Warrants issued in Conjunction For cash

Reclassification of derivative liabilities due to note repayment

Offering costs

Shares based compensation

Accumulated Comprehensive

June 30, 2023

Shares issued for stock compensation

Shares issued for debt inducement

Shares issued for subscription

Shares issued for series E preferred conversion

Currency translation adjustments

Non controlling interest ownership

Accrued Series E preferred dividend

Subscription receivable

( 1,419,400 )

Shares issued for warrant conversion

Accumulated Comprehensive

September 30, 2023

March 31, 2024

( 24,473,587 )

3 unchanged sentences

Statements of Cash Flows

the nine months ended September 30 (Unaudited)

the three months ended March 31, 2024 and 2023 (Unaudited)

Cash Flows from Operating Activities:

Net Loss from continuing operation

$ ( 1,419,400 )

2 unchanged sentences

Depreciation and amortization

Other loss from deconsolidation of shuya

Stock compensation expense

Financing fee

Gain on debt settlement

Stock issued for stock inducement

Amortization of debt discount

Attributable income per equity method - Shuya

Warrant issued

Financing fees

Change in derivative liability

Changes in operating assets and liabilities:

(Increase) decrease in right of use asset

(Decrease) increase in lease liability

(Increase) decrease in accounts receivable

( 1,113,760 )

(Increase) decrease in prepayments

( 1,137,464 )

(Increase) decrease in equity method investment

(Increase) decrease in other assets

(Increase) decrease in inventory

(Decrease) increase in accounts payable

( 1,041,509 )

Other (Decrease) increase in accrued expenses

Other (Decrease) increase in accrued interest

Other (Decrease) increase in other payables - related party

Other (Decrease) increase in customer deposits

Right – of - use asset

Lease liabilities

Accounts receivable

Accounts receivable – related party

Accounts receivable

Interest receivable

Prepaid expenses

Decrease in inventory

Accounts payable

Accrued interest

Accrued expenses

Customer deposits

Net cash used in continuing operations

Net cash used in discontinued operations

Net cash used in operating activities

( 3,842,232 )

( 1,929,678 )

Cash flows from investing activities

Cash acquired from consolidation of Shuya

Payment to Heze Hongyuan Natural Gas Co

Investment in Shuya

Purchase of intangible assets

Purchase of property and equipment

Net Cash provided by investing activities

( 1,388,734 )

Investment in Heze Hongyuan

Loan receivables

Net cash provided by continuing operations

Net cash provided by discontinued operations

Net cash flows provided by investing activities

Cash flows from financing activities

Proceeds from notes payable and lines of credit

Proceeds from warrant exercise

Payments on notes payables and lines of credit

( 1,463,049 )

Loan receivable

Payments on notes payable and line of credit

Stock issued for cash

Net Cash provided by financing activities

Foreign currency translation

Net Increase (decrease) in cash and cash equivalents

( 1,016,545 )

Net cash provided by continuing operations

Net cash provided by discontinued operations

Net cash flows provided by financing activities

Effect of currency exchange rate changes on cash

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental Cash flow information:

Supplemental cashflow information:

Interest paid

Supplemental Non-Cash Disclosure in Investing and Financing activities

Discounts on new notes

Universal convertible note principal and accrued interest conversion

Supplemental non-cash disclosure

Discount on new notes

Shares issued for preferred conversions

Dividend accrued

Warrants issued in conjunction for convertible notes payable

Shares issued for warrants

Shares issued for debt conversion conversions

Universal convertible note issuance

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

1 unchanged sentence

to Consolidated Financial Statements (Unaudited)

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

unaudited interim consolidated financial statements as of and for the three months ended March 31, 2024, reflect all adjustments which,

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

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

The results of operations for the nine months

ending September 30, 2023 are not necessarily indicative of results for the entire year ending December 31, 2023.

The results of operations for the three months

ended March 31, 2024 are not necessarily indicative of results for the entire year ending December 31, 2024.

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

1 unchanged sentence

financial statements.

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

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

their integrity and objectivity.

8 unchanged sentences

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

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

contained on our websites are not incorporated by reference into this document, and you should not consider any information contained

on, or that can be accessed through, our website as part of this document.

principal executive offices are located at 1340 Reynolds Avenue, Irvine, CA 92614.

Our telephone number is (949) 273-4990.

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

internet website address is www.cetyinc.com.

The information contained on our website is not incorporated by reference into

this document, and you should not consider any information contained on, or that can be accessed through, our website as part of

this document.

Company has four reportable segments:

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

services, and CETY HK natural gas trading business.

Clean Energy HRS (HRS) & CETY Europe, CETY Renewables waste to energy, and engineering &

manufacturing services, and CETY HK NG trading.

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

1 unchanged sentence

The Company had a total stockholder’s equity of $ 4,414,986 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

a working capital of $ 324,893 as of March 31, 2024.

The company also had an accumulated deficit of $ 24,473,587 as of March 31, 2024.

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

There can be no assurance that

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

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

is a rising 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 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.

Energy Technologies also provides Engineering, Consulting, and Project Management Solutions, leveraging its expertise to

develop clean energy projects for both municipal and industrial customers, as well as Engineering, Procurement, and Construction

(EPC) companies.

principal businesses

Recovery Solutions – Clean Energy Technologies patented 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.

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

waste heat from various sources and converts it into electricity.

This system can be integrated into various industrial processes, helping

to reduce energy costs and carbon emissions.

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

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

including electricity, heat, and biochar.

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

3 unchanged sentences

specific needs.

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

trading operations sourcing and suppling NG to industries and municipalities.

NG is principally used for heavy truck refueling stations

and urban or industrial users.

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

in advance at a discount to the market.

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

of the contracts;

and (ii) our planned joint venture with a large state-owned gas enterprise in China called Shenzhen Gas (Hong Kong)

International Co.

(“Shenzhen Gas”), acquiring natural gas pipeline operator facilities, primarily located in the southwestern

part of China.

Our planned joint venture with Shenzhen Gas plans to acquire, with financing from Shenzhen Gas, natural gas pipeline operator

facilities with the goal of aggregating and selling the facilities to Shenzhen Gas in the future.

According to our Framework Agreement

with Shenzhen Gas, we will be required to contribute $ 8 million to the joint venture which plans to raise those funds in future rounds

of financing.

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

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

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

NG is principally used for heavy truck

refueling stations and urban or industrial users.

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

are prepaid for in advance at a discount to the market.

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

for the duration of the contracts

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

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and Cash Equivalents

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.

maintain the majority 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 purpose 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.

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

Although we expect to collect amounts

due, actual collections may differ from the estimated amounts.

As of 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.

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

Although we expect to collect

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

As of March 31, 2024, and December 31, 2023, we had a reserve

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

Our policy for reserves for our long-term financing receivables is determined on a contract-by-contract basis and considers the length

of the financing arrangement.

As of March 31, 2024, and December 31, 2023, we had a reserve for potentially un-collectable long-term

financing receivables of $ 247,500 .

customers accounted for approximately 98 %

of accounts receivable on March 31, 2024.

Our trade accounts primarily represent unsecured receivables.

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.

Historically, our bad debt

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

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

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 September 30, 2023 and December 31, 2022 we had

a reserve for potentially obsolete inventory of $ 897,808 .

As of March 31, 2024 we had a reserve

of $ 934,344 as

compared to a reserve of $ 934,344

as of December 31, 2023.

and Equipment

6 unchanged sentences

related assets:

AND EQUIPMENT ESTIMATED USEFUL LIVES OF RELATED ASSETS

SCHEDULE OF ESTIMATED USEFUL LIVES

Furniture and fixtures

7 to 10 years

Leasehold Improvements

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

350, goodwill is not amortized;

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

Goodwill represents the excess of consideration

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

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

indicate that goodwill may be impaired.

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

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

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

If based on this qualitative assessment

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

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

whether a goodwill impairment exists.

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

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

An impairment

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

The determination of the fair value of the Company’s

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

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

of the assessment.

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

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

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

cash flow method (“DCF”).

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

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

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

and future technological changes.

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

of our reporting units.

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

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

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.

of long-lived assets

– Lived Assets

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

15 unchanged sentences

on discounted cash flow analysis or appraisals.

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

There was no impairment of long-lived assets for the periods ended March 31, 2024

Company recognizes revenue under ASU No.

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The customer has accepted the asset

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

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

Note that momentary control before transfer

to the customer may not qualify.

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

to the customer on the entity’s behalf.

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

to the customer.

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

core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services

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

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

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

Note that momentary control before transfer

to the customer may not qualify.

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

to the customer on the entity’s behalf.

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

to the customer.

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

Additionally,

the above five steps are applied to achieve core principle for our CETY Renewables Division:

the CETY Renewables division is presently engaged in the Engineering, Procurement, and Construction (EPC) of biomass power facilities,

CETY Renewables has developed a process of executing EPC Agreements with customers for this work.

In contracting these engagements, CETY

Renewables recognizes revenue according to accounting standards in accordance with ASC 606.

recognizing this revenue, CETY Renewables first identifies the relevant contract with its customer according to 606-10-25-1.

entities, together known as the Parties, approved the contract in writing, through signatures and commitment to the performance of

permitting, design, procurement, construction, and commissioning.

work product includes permits, engineering designs, equipment, and full balance of plant specific to permitting, design, procurement,

construction, and commissioning.

and customer agree to a total EPC contract price.

contract has commercial substance.

The risk associated with this EPC Agreement is that payment of the EPC contract price.

the EPC Agreement, CETY expects to collect substantially all of the consideration for its goods and services.

CETY identifies the performance obligations of the Parties in performance of the EPC Agreement in accordance with 606-10-25-14.

inception, CETY assesses the goods and services necessary to deliver the facility in accordance with its agreement with clients.

agreement specifically laid out all deliverables necessary to achieve the permitting, design, procurement, construction, and commissioning.

also looks at 606-10-25-14(A).

A bundle of goods or services is also present, in that CETY is delivering all work products associated

with permitting, design, procurement, construction and commissioning of a commercially operable biomass power plant.

A biomass power

plant is a distinct bundle of goods or services, so the individual goods or services on their own do not lend themselves to a fully integrated

or functional system.

in accordance with 606-10-32-1, CETY reviews measurement of the performance obligations.

There is no exclusion of any amount of the Contract

Price due to constraints associated with 606-10-31-11 through 606-10-32-13.

review of 606-10-32-2A, CETY did not exclude measurement from the measurement of the transaction price any taxes assessed by a government

authority as no such taxes will be due.

reviewing 606-10-32-3, CETY evaluated the nature, timing, and amount of consideration promised, and whether it impacts the estimate of

the transaction price.

in identifying a single method of measuring progress for each performance obligation satisfied over time, in accordance with 606-10-25-32,

CETY applies the methodology of 606-10-25-36.

CETY adopted and implemented the input method for revenue recognition in accordance with

ASC 606-10-25-33.

The company adopts the input method for implementation.

CETY recognizes revenue for performance obligations on the

basis of the entity’s efforts or inputs to the satisfaction of a performance obligation per 606-10-55-20.

CETY, the contracts with clients for the construction of biomass power plants are the basis for revenue recognition.

In each separate

EPC Agreement, the performance obligations include permitting, design, procurement, construction, and commissioning of the plant.

of these work products satisfy Section 606-10-25-27(b) as these work products create or enhance an asset under customer’s control.

Upon delivery of the work product, the customer takes control of the work products and has full right and ability to direct the use of

and obtain substantially all of the remaining benefits of the assets.

We recognize revenue over time, using timeline and milestone methods

to measure progress towards complete satisfaction of the performance obligation.

the complexity and duration of the biomass power plant construction projects, CETY will recognize revenue over time, consistent with

the criteria for over-time recognition under ASC 606.

This approach reflects the continuous transfer of documents, permits, and the equipment

over to the customer, which is characteristic of long-term construction contracts.

have a list of appropriate measures of progress:

This is based on milestones achieved, among other measures.

the long-term nature of the projects, CETY regularly reviews and, if necessary, updates its estimates of progress towards completion,

transaction price, and the allocation of the transaction price to performance obligations.

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

a final payment of 10 %.

As of September 30, 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.

As of December 31, 2023 and March 31,2024 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 September 30, 2023 and December 31, 2022

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

As of March 31,2024, and December 31, 2023 and,

we had outstanding customer deposits of $ 119,121 and $ 165,236

respectively.

Value of Financial Instruments

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using a lattice model, with a volatility of 56 % and using a risk free interest rate of 0.15 %

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

from related parties, and derivative liabilities.

The estimated fair value of cash, prepaid expenses, investments, accounts payable,

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

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

SCHEDULE OF FAIR VALUE OF CONVERTIBLE NOTES DERIVATIVE LIABILITY

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

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

Fair value of convertible notes derivative liability

carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because

of the short-term nature of these financial instruments.

Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, accrued expenses, and convertible

notes payable.

The estimated fair value of cash, prepaid expenses, investments, accounts payable, accrued expenses and convertible notes

payable approximate their carrying amounts due to the short-term nature of these instruments.

Currency Translation and Comprehensive Income (Loss)

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

The accounts of the Chinese entities were translated into

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

rate on the balance sheet date;

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

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

The resulting translation adjustments are reported under other

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

foreign currency transactions are reflected in the statements of operations.

The accounts of the

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

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

stockholders’ equity is translated at historical rates

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

The resulting translation

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

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

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

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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 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;

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

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

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

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

two shareholders of Shuya have large supply relationships.

two shareholders of Shuaya have large supply relationships.

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

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

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

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

with ASC 323.

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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, SSEN and Chengdu Xiangyueheng Enterprise Management Co., Ltd (“Xiangyueheng), who is the 10 % shareholder

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

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

of the three parties in Shuya.

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

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

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

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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 of the activities are conducted on behalf of an investor with

disproportionately few voting rights.

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

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

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

significantly affect the VIE’s economic performance;

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

that could potentially be significant to the VIE.

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

Accordingly, the Company consolidates

Shuya effective on January 1, 2023.

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,

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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

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Net fixed assets

Intangible asset and Goodwill

Trade and other payables

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

And the public business entities should provide pro

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

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

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

Therefore, the Company should provide pro forma information

as if the consolidation had occurred as of the beginning of each of the current and prior comparative reporting period per

January 1, 2024, and effective on the same date, JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted

Action Agreement (the “Termination Agreement”), pursuant to which the parties released each other from any and all obligations

under the CAA.

Due to the Termination Agreement, the Company now holds less than 50 % of the voting rights in Shuya.

The Company analyzed

whether Shuya should be consolidated under ASC 810 and determined Shuya is no longer required to be consolidated on January 1, 2024 after

the execution of the Termination Agreement.

Accordingly, the Company will not consolidate Shuya into its consolidated financial statements

on or after January 1, 2024.

(Loss) per Common Share

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

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.

Basic (loss) per share is computed

on the basis of the weighted average number of common shares outstanding.

At March 31, 2024, we had outstanding common shares of 40,143,893 .

Basic Weighted average common shares and equivalents for the three months ended March 31, 2024, and March 31, 2023 were 42,550,948

and 37,255,674

respectively.

As of March 31, 2024, we had convertible notes, convertible into approximately 2,659,288

of additional common shares and outstanding warrants of 2,099,352 shares.

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

the three months ended March 31, 2024, and March 31, 2023 as they were considered anti-dilutive.

and Development

had no amounts of research and development R&D expense during the three and nine months ended September 30, 2023 and 2022.

had no amounts of research and development (R&D) expense during the three months ended March 31, 2024, and 2023.

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.

Clean Energy HRS (HRS), CETY Europe, CETY HK and engineering

& manufacturing services division.

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

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

Refer to note 1 for a description

of the various product categories manufactured under each of these segments.

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

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Financial Data :

SCHEDULE OF SEGMENT REPORTING

for the nine months ended September 30

SCHEDULE OF FINANCIAL DATA

For the three months ended March 31,

Manufacturing and Engineering

Clean Energy HRS

CETY HK LNG Trading

CETY Renewables Waste to Energy

Heat Recovery Solutions

Waste to Energy

Discontinued operations

Segment income and reconciliation before tax

Manufacturing and Engineering

Clean Energy HRS

CETY HK LNG Trading

CETY Renewables Waste to Energy

operating expenses

Heat Recovery Solutions

Waste to Energy

Total Segment income

operating expense

( 1,073,926 )

other income and expenses

Net Profit / (Loss) before income taxes

Net (loss) before income tax

$ ( 1,116,114 )

$ ( 1,110,390 )

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

March 31, 2024

December 31, 2023

Manufacturing and Engineering

Heat Recovery Solutions

Waste to Energy

For the three months ended March 31,

United States

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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

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

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

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

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

using the statutory rate of 30 %.

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

However, due to

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

FASB ASC 740 prescribes recognition threshold

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

a tax return.

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

disclosure and transition.

On March 31, 2024 the Company did not take any tax positions that would require disclosure under FASB ASC

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

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is current on its federal and state tax returns.

Reclassification

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

These reclassifications

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

Issued Accounting Standards

Company’s management reviewed all recently issued ASU’s not yet adopted by the Company and does not believe the future adoptions

of any such ASU’s may be expected to cause a material impact on the Company’s consolidated financial condition or the results

of its operations.

Stock Issuance Costs

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issuance upon closing of the respective stock placement.

During the quarter ended March 31, 2024 no stock issuance costs were capitalized.

3 – ACCOUNTS AND NOTES RECEIVABLE

SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE

September 30, 2023

March 31, 2024

December 31, 2023

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SCHEDULE OF LEASE RECEIVABLE ASSET

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 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

March 31, 2024

December 31, 2023

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Long-term financing receivables - net

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

repayments in excess of 1 year.

Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of March 31, 2024 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.

a contract by contract basis or projects that require extensive work from multiple contractors

or supply chain challenges or in response to certain situations or installation difficulties, the Company may elect to allow non-interest

bearing repayments in excess of 1 year.

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

4 – INVENTORY

4 – INVENTORIES, NET

by major classification were comprised of the following at:

SCHEDULE OF INVENTORIES

September 30, 2023

March 31, 2024

December 31, 2023

Less reserve for uncollectable accounts

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

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SCHEDULE OF PROPERTY AND EQUIPMENT

September 30, 2023

March 31, 2024

December 31, 2023

Property and Equipment

Leasehold Improvements

Accumulated Depreciation

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Net Fixed Assets

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

Depreciation Expense for the three months ended March 31, 2024, and 2023 was zero and $ 5,949 respectively.

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

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SCHEDULE OF INTANGIBLE ASSETS

September 30, 2023

March 31, 2024

December 31, 2023

LWL Intangibles

Intangible assets - Shuya

Accumulated Amortization

Net Fixed Assets

Amortization Expense for the three and nine months ended September 30, 2023 and 2022 was $ 2,969 and 8,907 respectively.

Net Intangible Assets

Amortization Expense for the three months ended March 31, 2024 and 2023 was $ 2,969 and 2,969 respectively.

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

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Advance Receipts

Taxes Payable

Net Assets Acquired:

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

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

will be issuance of 500,000 shares of CETY to the Seller.

As of the date of the filing the performance contingencies have not been

7 – CONVERTIBLE NOTE RECEIVABLE

The performance contingencies were not met.

7 – INVESTMENT – HEZE HONGGUAN NATURAL GAS CO.

CONVERTIBLE NOTE

January 10, 2022, JHJ (“note holder”) entered a convertible note agreement with Chengdu Rongjun Enterprise Consulting Co.,

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Under this convertible note, JHJ lent RMB

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

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

and principal is paid in full.

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Rongjun owns 90 % of Heze.

During the year end December

31, 2023, JHJ recorded $ 58,273 interest income accrued from 2022 from this note, the accrual of interest income ceased in October 2022.

8 – ACCRUED EXPENSES

SCHEDULE OF ACCRUED EXPENSES

September 30, 2023

OF ACCRUED EXPENSES

March 31, 2024

December 31, 2023

Accrued Wages

Sales tax payable

Accrued Taxes and other

Accrued Wages and Taxes

9 – NOTES PAYABLE

Total accrued expenses

9 – LINE OF CREDIT AND NOTES PAYABLE

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

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

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

As of March 31, 2024, the outstanding balance was $ 635,200

compared to $ 626,033 at December 31, 2023.

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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

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

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

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

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

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

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

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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.

had an OID of $ 25,293 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.

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

note was paid off as of February 13, 2023.

July 13, 2022 the company entered into a promissory note in the amount of $ 159,450 with 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.

had an OID of $ 16,447 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 is note is convertible, but not until a contingent event of default

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

The balance on this note as of 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

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 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

This note is due in full on October 25, 2023 and has mandatory monthly payments of $ 12,633 The note

had an OID of $ 11,850 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 is note is convertible, but not until a contingent event of default

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

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 interest rate of 10 % per annum and a default

interest rate of 22% per annum .

This note is due in full on December 5, 2023 and has mandatory monthly payments of $ 21,067 The note

had an OID of $ 19,760 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.

The balance on this note as of December 31, 2023 was $ 0 .

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

with an interest rate of 10 %

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interest rate of 22% per annum .

This note is due in full on December

This note is due in full on February

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

The note had an OID of $ 27,698

and recorded as finance fee expense.

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

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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

The balance on this note as of December 31, 2023 was 0 .

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

interest rate of 22% per annum .

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

an OID of $ 14,465 and was recorded as a finance fee expense.

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

be converted into shares of common stock of the company.

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

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

The balance on this note as of December 31, 2023 was $ 0 .

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 15, 2024 and has mandatory monthly payments of $ 21,692 .

an OID of $ 21,128 and was recorded as finance fee expense.

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

converted into shares of common stock of the company.

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

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

The balance on this note as of March 31, 2024 was $ 108,459 .

November 17, 2023 the company entered into a promissory note in the amount of $ 261,450 with an interest rate of 10 % per annum and a default

interest rate of 22% per annum .

This note is due in full on September 30, 2024 and has mandatory monthly payments of $ 28,760 .

had an OID of $ 28,013 and was recorded as finance fee expense.

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

be converted into shares of common stock of the company.

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

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

The balance on this note as of March 31, 2024 was $ 201,317 .

November 30, 2023 the company entered into a promissory note in the amount of $ 136,550 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 30, 2024 and has mandatory monthly payments of $ 15,021 .

had an OID of $ 16,700 and was recorded as finance fee expense.

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

be converted into shares of common stock of the company.

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

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

The balance on this note as of March 31, 2024 was $ 105,144 .

December 19, 2023 the company entered into a promissory note in the amount of $ 92,000

with an interest rate of 10 %

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interest rate of 22% per annum .

This note is due in full on February

This note is due in full on October

30, 2024 and has mandatory monthly payments of $ 10,120 .

The note had an OID of $ 12,000

and recorded as finance fee expense.

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

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of which has occurred as of the date of this filing.

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

with an interest rate of 10 %

per annum and a default

interest rate of 22% per annum .

This note is due in full on March

6, 2024 , and has mandatory monthly payments of $ 13,500 .

The note had an OID of $ 14,465

and was recorded as a finance fee expense.

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

into shares of common stock of the company.

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

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

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

The balance on this note as of March 31, 2024 was $ 80,960 .

January 3, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Buyer”), pursuant to which the

Company agreed to issue and sell to the Buyer the promissory note of the Company in the principal amount of $ 143,750 (the “Note”),

which amount is the $ 125,000 actual amount of the purchase price (the “Purchase Price”) plus an original issue discount in

the amount of $ 18,750 .

The Note is convertible into shares of common stock of the Company at a fixed price of $1.60, par value $ 0.001

per share (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

principal and the interest balance of this note was paid off on March 5, 2024.

a condition to the sale of the Note, the Company issued to the Buyer 10,000 shares (the “Commitment Shares”) of Common Stock.

On the closing date, the Buyer shall further withhold from the Purchase Price (i) a non-accountable sum of $ 5,000 to cover the Buyer’s

legal fees and (ii) a sum of $ 7,188 to cover the Company’s fees owed to Revere Securities LLC, a registered broker-dealer, in connection

with this transaction.

February 2, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”), pursuant to which the Company agreed to

issue and sell to the Buyer the promissory note of the Company in the principal amount of $ 92,000 (the “Note”), which amount

is the $ 80,000 actual amount of the purchase price (the “Purchase Price”) plus an original issue discount in the amount of

The Note is convertible into shares of common stock at a fixed price of $1.60 of the Company, par value $ 0.001 per share (the

“Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

The balance on this

note as March 31, 2024 was $91,080 .

a condition to the sale of the Note, the Company issued to the Buyer 20,000 shares (the “Commitment Shares”) of Common Stock.

March 4, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Buyer”), pursuant to which the

Company agreed to issue and sell to the Buyer the promissory note of the Company in the principal amount of $ 280,500 (the “Note”),

which amount is the $ 255,000 actual amount of the purchase price (the “Purchase Price”) plus an original issue discount in

the amount of $ 25,500 .

The Note is convertible into shares of common stock at a fixed price of $1.60 of the Company, par value $ 0.001

per share (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

balance on this note as of date of this filing was $308,550 .

a condition to the sale of the Note, the Company issued to the Buyer 20,000 shares (the “Commitment Shares”) of Common Stock.

On the closing date, the Buyer shall further withhold from the Purchase Price (i) a non-accountable sum of $ 6,000 to cover the Buyer’s

legal fees and (ii) a sum of $ 5,563 to cover the Company’s fees owed to Revere Securities LLC, a registered broker-dealer, in connection

with this transaction.

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

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As of March 31, 2023, the outstanding balance due was $ 159,894 .

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

see comment below.

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

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

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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 th ,

2018, and is currently in default.

As of March 31, 2023, the outstanding balance due was $ 163,979 .

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 .

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

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

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

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

As of April 3, 2023, this note

was settled and paid off.

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 %) per annum.

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

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

Mast Hill Fund is entitled

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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

The principal balance and accrued interest of this as of March 31, 2024 was $ 963,459 .

This note is in default;

lender has not issued a notice of default.

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

Company issued to Jefferson a $ 138,888 Convertible Promissory Note, due August 5, 2023 (the “Note”) for a purchase price

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

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

The Securities

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

with registration rights.

This note was paid off as of March 9, 2023, for the payoff amount of $ 187,451 .

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

( 15 %) per annum.

Firstfire is entitled to purchase 46,875 shares of common stock per the warrant agreement at the exercise price of $ 1.60 .

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

as providing Firstfire with registration rights.

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

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

providing Firstfire with registration rights.

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

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

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

Mast Hill Fund is

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

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

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Mast Hill converted their warrant on April 18, 2023.

The principal balance and accrued interest of this as of September

The principal balance and accrued interest of this as of March

31, 2024, was $ 369,041 .

This note is in default;

however the lender has not issued a notice of default.

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

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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 .

The principal balance and accrued interest of this as of November 08, 2023 was $ 109,016 .

This note was converted into Series

E preferred shares of CETY.

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

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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 .

The principal balance and accrued interest of this as of November 8, 2023 was $ 108,703 .

This note was converted into Series E

preferred shares of CETY.

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

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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 .

The principal balance and accrued interest of this as of November 08, 2023 was $ 138,923 .

This note was converted into Series

E preferred shares of CETY.

January 19, 2023, we entered into a Securities Purchase Agreement with Mast Hill, L.P.

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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 .

The principal balance and accrued interest of this as of November 8, 2023 was $ 209,517 .

This note was converted into Series

E preferred shares of CETY.

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”) 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

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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 .

The principal balance and accrued interest balance of this as of November 8, 2023 was $ 807,601 .

This note was converted into

Series E preferred shares of CETY.

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

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The principal balance and accrued interest balance

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

of this as of November 8, 2023 was $ 581,363 .

This note was converted into Series E preferred shares of CETY.

due to Convertible Notes

SCHEDULE OF CONVERTIBLE NOTES

September 30, 2023

OF CONVERTIBLE NOTES

March 31, 2024

December 31, 2023

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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

Derivative Liabilities on Convertible Loans:

Outstanding Balance

a binomial lattice model with an expected volatility range of 91.5 %,

a risk-free interest rate range of 4.5 %,

and exercise price of $ 1.00 .

The derivative liability as of December 31, 2023 was $ 0

after the Company paid off the two convertible

notes payable in the second quarter of 2023.

11 – COMMITMENTS AND CONTINGENCIES

Rental Leases

of May 1, 2017, our corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA.

On March 10, 2017, the Company signed

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

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

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

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

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

Due to the short

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

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

of September 30, 2023

Lease Payment

2023 (3 months)

September 30, 2024

Total undiscounted cash flows

Imputed Interest

Net Lease Liability

Effective August 5, 2022 Shuya entered a 48 months lease for a natural gas recycle station from Leishen (the 41% shareholder of Shuya), including the operating right and use right of all the assets and equipment in the station.

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

Effective August 5, 2022 Shuya entered another 48 months lease for leasing 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

Lease Payment

2023 (3 months)

Total undiscounted cash flows

Imputed Interest

Present value of lease liabilities

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

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

payments, utilizing a 5 % average borrowing rate based on the major banks borrowing rate in China..

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

Mahdi would have been

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

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

of May 1, 2017, our corporate headquarters were located at 2990 Redhill Unit A, Costa Mesa, CA.

On March 10, 2017, the Company signed

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

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

This lease ended as of November 30, 2023.

In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite

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

Due to the short termination clause, we are

treating this as a month-to-month lease .

This lease ended as of December 31, 2023.

have relocated our corporate office to 1340 Reynolds Avenue Unit 120, Irvine, CA 92614.

On December 1, 2023, the Company signed a lease

agreement for a 3000-square foot of office space with Metro Creekside California, LLC.

Lease term is thirty-eight months beginning December

1, 2023 and expiring on January 31, 2027.

On October 16 of 2023, we signed a sublease agreement to relocate the HRS operations from Costa

Mesa to Irvine, California for one year and 7 months commencing December 1, 2023 and ending June 30, 2025.

We also signed a temporary

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

January 30, 2024, JHJ entered into a lease for the office in Chengdu City (“Chengdu lease”),

China from January 30, 2024 to February 28, 2026 and has a monthly rent or RMB 28,200 without value added tax (“VAT”) (or

The lease required a security deposit of RMB 77,120 (or $ 10,727 ).

The Company received a one-month rent abatement, which was

considered in calculating the present value of the lease payments to determine the ROU asset which is being amortized over the term of

components of lease costs, lease term and discount rate with respect of these three leases with an initial term of more than 12 months are

as the following:

Balance sheet information related to the Company’s

operating leases:

OF OPERATING LEASE COST

March 31, 2024

Right-of-used assets

Lease liabilities – current

Lease liabilities – non-current

Total lease liabilities

weighted-average remaining lease term and the weighted-average discount rate of the above three leases are as follows:

Three Months Ended March 31,

Weighted average remaining lease term (years)

Weighted average discount rate

following is a schedule, by year of lease payment for above three leases as of March 31, 2024:

SCHEDULE OF LEASE PAYMENT

For the 12 months ending

Lease Payment

March 31, 2025

March 31, 2026

March 31, 2027

Total undiscounted cash flows

Imputed Interest

Present value of lease liabilities

lease expense for the three months ended March 31, 2024 and 2023 was $ 41,081

respectively.

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

Mahdi would have been entitled

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

12 – CAPITAL STOCK TRANSACTIONS

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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.

This note and accrued interest equating to $ 666,250 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 $ 3.20 per share.

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

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

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

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

the April of 2022, we issued 122,891 shares of common stock, under S-1 registration statement with GHS for a total of $ 153,324 in net

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

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

pursuant to which the Company issued to Mast Hill the Company issued Mast Hill a five-year warrant

to purchase 234,375 shares of common stock in connections with the transactions.

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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of common stock.

September 21, 2022 MGW I converted $ 1,548,904 from the outstanding balance of their convertible note into 12,907,534 shares of company’s

common stock.

December 28, 2022 Mast Hill exercised their warrant in full on a cashless basis to purchase 100,446 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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The total purchase price was $ 293,600 .

October 27, 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.

price is $ 1.60 per share.

The total purchase price was $ 293,600 .

January 3, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Buyer”), As a condition to the

sale of the Note, the Company issued to the Buyer 10,000 shares (the “Commitment Shares”) of Common Stock.

February 2, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”).

As a condition to the sale of the Note,

the Company issued to the Buyer 20,000 shares (the “Commitment Shares”) of Common Stock.

February 24, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a consulting agreement (the “Agreement”)

with Hudson Global Ventures, LLC.

As a condition to the agreement, the Company issued to the consultant 15,000 shares of Common Stock.

March 4, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Buyer”).

As a condition to the

sale of the Note, the Company issued to the Buyer 20,000 shares (the “Commitment Shares”) of Common Stock.

March 15, 2024, Clean Energy Technologies, Inc., a Nevada corporation, (the “Company”) and certain individual investors (“Subscribers”)

entered into a subscription agreement pursuant to which the Company agreed to sell up to 2,000,000

units (each a “Unit” and together

the “Units”) to the Subscribers for an aggregate purchase price of $ 900,000 ,

per Unit, with each unit consisting of one share

of common stock, par value $ .001

per share (the “Common Stock”) and

a warrant (the “Warrant”) to purchase one share of common stock.

The Warrant is exercisable at exercise price of $ 1.60

per share, expiring one year from the date of

In the first quarter of 2024, the Company issued 1,333,492

shares for conversion of 565,178 Series E Preferred share.

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,

As of March 31, 2023

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

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

issued will be, fully paid and non-assessable.

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.

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.

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

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

or restrictions of the shares of each such series.

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

restrictions of the shares of each such series.

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

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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.

E Preferred Stock is convertible at the option of the holder thereof into such number of common stocks of the Company, as is determined

by dividing the Stated Value per share plus accrued and unpaid dividends thereon by the conversion price of 80% of the lowest VWAP over

the last 5 trading days, subject to a 4.99% beneficial ownership limitation.

Each holder of Series E Preferred Stock also enjoys certain

voting rights and preferences upon liquidation.

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 and accrued interest of $ 1,955,122 , as of November

8, 2023, under the six promissory notes the Company issued to the Holder from November 2022 to July 2023.

Based on the analysis performed

by an independent agency, the fair value of the stock, as at the valuation date was $ 3,210,206 .

Based on the settlement of $ 1,955,122 ,

the company has recorded a loss of $ 1,255,084 .

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”).

Additionally,

$ 117,928 of dividend has been accrued but not paid as of March 31, 2024.

summary of warrant activity for the periods is as follows:

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

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

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

price per share of Common Stock.

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

of common stock.

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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$ 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

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

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

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

price per share of Common Stock.

On September 12, 2023 Mast Hill exercised the warrant in full 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 September 12, 2023 Mast Hill exercised the warrant in full at the exercise price per share

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

5 unchanged sentences

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

Hill exercised this not in full.

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

2 unchanged sentences

2022 at the exercise price of $ 5.00 .

March 2023, the company issued Craft Capital Management, L.L.C.

Lafferty & Co.

a 5 -year warrant (the “Underwriter

Warrants”) to purchase 29,250 shares of common stock in conjunction with a public offering (the “Underwriting Offering”)

pursuant to a registration statement on Form S-1.

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

3 unchanged sentences

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

March 15,2024 we issued 2,000,000 warrant shares in connection with the issuance of subscription agreement in the amount of 900,000 at

the exercise price of per share of $ 1.60 .

SCHEDULE OF WARRANT ACTIVITY

Warrants - Common Share Equivalents

Weighted Average Exercise price

Warrants exercisable - Common Share Equivalents

Aggregate Intrinsic Value

Outstanding December 31, 2023

Outstanding September 30, 2023

Outstanding March 31, 2024

currently have no outstanding stock options.

13 – RELATED PARTY TRANSACTIONS

August 2022 through October 2022 Hongzhuo Shuya (Shuya) a 49 % owned subsidiary (also is our consolidated VIE) of CETY HK limited engaged

in the trading of pipeline gas and CNG processing and sales provided Sichuan Leishen Hongzhuo Energy Development Co., Ltd (Leishen) with

approximately total of $ 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,

Leishen has relationships with the supply side of the NG business and is able to obtain large amounts of NG.

As a result, Shuya also

has a supplier relationship with Leishen.

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

below market.

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

During the quarter ended September

30, 2023 Shuya made a $ 1.13 million purchase from Leishen.

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.

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.

May 13, 2021 the Company formed CETY Capital LLC a wholly owned subsidiary of CETY.

7 unchanged sentences

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 .

Concurrently,

we entered into an Escrow Funding Agreement with Red Dot Investment, Inc., a California corporation (“Reddot”), pursuant

to which Reddot deposited funds into escrow to fund the repayment and we assigned to Reddot our right to acquire the convertible note

and Reddot acquired the convertible note.

Concurrently, we and Reddot amended the convertible note (a) to have a fixed conversion price

of $ .20 per share, subject to potential further adjustment in the event of certain Common Stock issuances, (b) to have a fixed interest

rate of ten percent ( 10 %) per annum with respect to both the redemption amount and including a financing fee and any costs, expenses,

or other fees relating to the convertible note or its enforcement and collection, and any other expense for or on our account (in each

case with a minimum 10% yield in the event of payoff or conversion within the first year), such amounts to constitute additional principal

under the convertible note, as amended, and (c) as otherwise provided in the Escrow Funding Agreement.

The March 2016 convertible note,

as so amended, is referred to as the “Master Note.”

with the foregoing note repayments, we entered into a Credit Agreement and Promissory Note (the “Credit Agreement”) with

Megawell USA Technology Investment Fund I LLC, a Wyoming limited liability company in formation (“MW I”), pursuant to which

MW I deposited funds into escrow to fund the repayment of the convertible notes and we assigned to MW I our right to acquire the convertible

notes and otherwise agreed that MW I would be subrogated to the rights of each note holder to the extent a note was repaid with funds

advanced by MW I.

Concurrently, MW I acquired the Master Note and we agreed that all amounts advanced by MG I to or for our benefit would

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

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

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 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.

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

of the outstanding balance of this note into 625,000 shares of company’s common stock .

May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 4,200,000 units (each a “Unit”

and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $ 1,999,200 , or $ .476 per Unit,

with each unit consisting of one share of common stock, par value $ .001 per share (the “Common Stock”) and a warrant (the

“Warrant”) to purchase one share of common stock.

The Common Stock will be issued to MGWI at such time as the Company increases

the number of shares of its authorized Common Stock.

The Warrant is exercisable at $ 1.60 per share of Common Stock and expires one year

from the date of the Agreement.

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

MGW Investment limited forgave

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

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

our investment in two planned ventures in China.

The investment was used for the acquisition of LWL.

September 21, 2022 MGW I converted $ 1,548,904 from the outstanding balance of their convertible note into 12,907,534 shares of company’s

common stock.

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

June 2, 2023 CETY Renewables 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 recognized revenue from VRG of $ 197,989 for the three months ended March 31, 2024 and

recorded as related party revenue.

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

From time to time, we purchase

2 unchanged sentences

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 September 30, 2023 was $ 0 .

The amount of parts purchases in 2024 was $ 0 .

Our Board of Directors has approved the transactions

between Billet Electronics and the Company.

The outstanding balance as of March 31, 2024 was $ 0 .

14 - WARRANTY

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 .

the quarter ended March 31, 2024, and for the year ended December 31, 2023, 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.

15 – NON-CONTROLLING INTEREST

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

In addition, the company established CETY Renewables

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

Ashfield AG (“AG”).

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

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

holds the license for.

The CRA was located in Ashfield, Massachusetts.

Based upon the terms of the members’ agreement, the CETY

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

The agreement with CETY Renewables

Ashfield has been terminated and CETY Renewable Ashfield was dissolved.

consolidated financial statements have deconsolidated the CRA business unit.

The Liabilities of CRA has been transferred to Vermont Renewable

Gas LLC (“VRG”), a newly formed entity.

CETY retains 49 % equity in VRG.

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

40 unchanged sentences

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

16 – THE STATUTORY RESERVES

Company’s ability to pay dividends primarily depends on it receiving funds from its subsidiaries.

PRC laws and regulations permit

payments of dividends by the Company’s PRC subsidiaries only out of the subsidiary’s retained earnings, if any, as determined

in accordance with PRC accounting standards and regulations.

The results of operations reflected in the financial statements prepared

in accordance with US GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.

accordance with the PRC Regulations on Enterprises with Foreign Investment and their articles of association, a foreign-invested enterprise

(“FIE”) established in the PRC is required to provide statutory reserves, which are appropriated from net profit as reported

in the FIE’s PRC statutory accounts.

An FIE is required to allocate at least 10 % of its annual after-tax profit to the surplus

reserve until such reserve reaches 50 % of its respective registered capital based on the FIE’s PRC statutory accounts.

Appropriations

to other funds are at the discretion of the BOD for all FIEs.

The aforementioned reserves can only be used for specific purposes and

are not distributable as cash dividends.

Additionally, shareholders of an FIE are required to contribute capital to satisfy the registered

capital requirement of the FIE.

Until such a contribution of capital is satisfied, the FIE is not allowed to repatriate profits to its

shareholders, unless otherwise approved by the State Administration of Foreign Exchange.

Additionally,

in accordance with the Company Laws of the PRC, a domestic enterprise is required to provide surplus reserve at least 10% of its annual

after-tax profit until such reserve has reached 50 % of its respective registered capital based on the enterprise’s PRC statutory

A domestic enterprise is also required to have a discretionary surplus reserve, at the discretion of the BOD, from the profits

determined in accordance with the enterprise’s PRC statutory accounts.

Appropriation to such reserve by the Company is based on

profit arrived at under PRC accounting standards for business enterprises for each year.

The profit arrived at must be set off against

any accumulated losses sustained by the Company in prior years before allocation is made to the statutory reserve.

The aforementioned

reserves can only be used for specific purposes and are not distributable as cash dividends.

Technology was established as domestic enterprises

and therefore is subject to the above-mentioned restrictions on distributable profits.

a result of these PRC laws and regulations that require annual appropriations of 10 % of after-tax income to be set aside prior to payment

of dividends as general reserve fund, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their

net assets to the Company as a dividend.

addition, according to Administrative Measures for the Collection and Utilization of Enterprise Work Safety Funds issued by the PRC Ministry

of Finance and the State Administration of Work Safety, for the companies with dangerous goods production or storage, the company is

required to make a special reserve for the use of enhancing and improving its safe production conditions.

Under PRC GAAP, the reserve

is recorded as selling expense;

however, under US GAAP, since the expense has not been incurred and the Company will record cost of sales

for safety related expenses when it is actually happened or incurred, this special reserve was recorded as an appropriation of its after-tax

The reserve is calculated at a rate of 15 % of total sales.

January 1, 2024 and effective on the same date., JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted

Action Agreement (the “Termination Agreement”), pursuant to which the parties release each other from any and all obligations

under the CAA.

Due to the Termination Agreement, the Company now holds less than 50% of the voting rights in Shuya.

The Company has determined

that Shuya no longer constitutes a VIE and the Company will not consolidate Shuya into its consolidated financial statements on or after

January 1, 2024.

16 – DECONSOLIDAT ION OF SUBSIDIARY

On January 1, 2024 and effective on the same date.,

JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted Action Agreement (the “Termination Agreement”),

pursuant to which the parties release each other from any and all obligations under the CAA.

Due to the Termination Agreement, the Company

now holds less than 50% of the voting rights in Shuya.

The Company has determined that Shuya no longer constitutes a VIE and the Company

will not consolidate Shuya into its consolidated financial statements on or after January 1, 2024.

Accordingly, started from January 1,

2024, the Company deconsolidated Shuya.

Under ASC 810-10-40-5, deconsolidation of a VIE generally results in recognition of a gain or

loss in the income statement.

In addition, any retained equity interest or investment in the former subsidiary is measured at fair value

as of the date of deconsolidation.

The consideration for deconsolidating of Shuya is $ 0 , the Company used discounted cash flow method

to evaluate the fair value of Shuya, and determined the fair value of retained equity interest for Shuya and NCI approximate its carry

therefore, no gain or loss was recognized from deconsolidation of Shuya.

The Company recalculated the fair value of Shuya investment as of January 1, 2024 using the income approach at $ 399,993

and recorded a loss of $ 303,286 from deconsolidation of Shuya for the three months ended March 31, 2024.

following table summarizes the carrying value of the assets and liabilities of Shuya at December 31, 2023.

OF CARRYING VALUE OF ASSETS AND LIABILITIES AND RESULTS OF OPERATIONS TO DISCONTINUED OPERATIONS

Accounts receivable

Advance to Supplier-Prepayment

Advance to Supplier-Related Party

Due from related party

Total current assets

Fixed assets, net

Intangible assets, net

Right of use asset

Total non-current assets

Accounts payable

Accounts payable-related party

Customer Deposits

Accrued Expense

Facility Lease liability-current

Total current liabilities

Facility Lease liability-long term

Total liabilities

following table shows the results of operations relating to discontinued operations Shuya for the three months ended March 31, 2024 and

2023, respectively.

THREE MONTHS ENDED

Cost of goods sold

Operating expenses

General and administrative

Total operating expenses

Income from operations

Income before income tax

Income before noncontrolling interest

income attributable to noncontrolling interest

Net gain to the Company

17 – SUBSEQUENT EVENTS

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.

of the day of May 20, 2024, the Company issued 378,800 shares for conversion of Series E Preferred share valued at $ 400,521 .

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