What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-06-05 compared with 2025-06-09 · 1071 added, 339 removed, 1923 unchanged (42% of the section changed)

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of independent registered public accounting firm (PCAOB ID NO.

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statement of Operations and Other Comprehensive Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Stockholders Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash flows for the years ended December 31, 2024 and 2023

Balance Sheets as of December 31, 2024 (Restated) and 2023 (Restated)

Statement of Operations and Other Comprehensive Income for the years ended December 31, 2024 (Restated) and 2023

Statements of Stockholders Equity for the years ended December 31, 2024 (Restated) and 2023 (Restated)

Statements of Cash flows for the years ended December 31, 2024 (Restated) and 2023 (Restated)

Footnotes to the Consolidated Financial Statements

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on the Financial Statements

have audited the accompanying consolidated balance sheet of Clean Energy Technologies, Inc.

(the Company) as of December 31, 2024 and

2023, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each

of the years in the two-year period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the financial

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December

31, 2024, in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company has an accumulated deficit and negative cash flows from operations.

These factors, among others,

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these

matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this

have audited the accompanying consolidated balance sheets of Clean Energy Technologies, Inc.

(the Company) as of December 31, 2024 (as

restated) and 2023 (as restated), and the related consolidated statements of operations, comprehensive income, stockholders’ equity,

and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the

financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 (as restated) and 2023 (as restated), and the results of its operations and its cash

flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements, as restated, have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, as restated, the Company has an accumulated deficit and negative cash flows from operations.

factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans

in regard to these matters are also described in Note 1.

The financial statements as restated do not include any adjustments that might

result from the outcome of this uncertainty.

of the 2024 and 2023 financial statements

discussed in Note 19 to the financial statements, the Company has restated its previously issued financial statement as of and for

the year ended December 31, 2024, and 2023 to correct misstatements.

The accompanying financial statements as of and for the years

ended December 31, 2024, and 2023 reflect the correction of those misstatements.

Our opinion is not modified with respect to this

financial statements are the responsibility of the Company’s management.

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audit procedures related to evaluating the Company’s accounting for revenue recognized from these revenue agreements, among others:

reviewed the contract terms and evaluated that the agreement has commercial substance, given

the related party nature of the transaction, and that all of the considerations have a reasonable

probability to be substantially collected based on supporting evidence.

reviewed and verified the performance obligation(s) in the contract to be a series of distinct

goods and services that are substantially the same and have the same pattern of transfer

to the customer.

confirmed the transaction price with the related party and evaluated the reasonableness of

the gross profit margin and budgeted costs allocated to the completion of the performance

evaluated whether billing methods were aligned with the satisfaction of performance obligations

guidance under revenue recognition accounting principles generally accepted in the United

verified whether costs under the input method directly contributed to the completion of the

performance obligation based on audit evidence.

tested the accuracy and completeness of management’s calculations based on supporting

data and audit evidence.

reviewed the contract terms and evaluated that the agreement has commercial substance, given the related party nature of the transaction,

and that all of the considerations have a reasonable probability to be substantially collected based on supporting evidence.

reviewed and verified the performance obligation(s) in the contract to be a series of distinct goods and services that are substantially

the same and have the same pattern of transfer to the customer.

confirmed the transaction price with the related party and evaluated the reasonableness of the gross profit margin and budgeted costs

allocated to the completion of the performance obligation.

evaluated whether billing methods were aligned with the satisfaction of performance obligations guidance under revenue recognition

accounting principles generally accepted in the United States.

verified whether costs under the input method directly contributed to the completion of the performance obligation based on audit

tested the accuracy and completeness of management’s calculations based on supporting data and audit evidence.

Deconsolidation

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audit procedures consisted of the following, among others:

read the termination of the Consistent Action Agreements to understand and evaluate the terms

of the transaction to determine that the Company no longer has control and change from consolidation

in 2023 to equity method in 2023.

obtained the Company’s third-party expert valuation report to gain an understanding

of the processes and key assumptions for estimating the fair value of the equity investment

based on the business enterprise value and fair value of non-controlling interest on January

1, 2024 to calculate the gain and loss from the deconsolidation.

utilized our internal valuation specialists to evaluate the adequacy and appropriateness

of the methodologies and assumptions, including the weighted-average cost of capital, the

discount rate, the discounted cash flows method used by the Company’s third-party valuation

expert in developing the estimated fair value of the equity investment as of January 1, 2024,

fair value of con-controlling interest, and to calculate the gain and loss from the deconsolidation.

assessed the reasonableness of management’s cash flow forecasts based on historical

results, revenue growth assumptions and expected inflation.

performed independent calculations to test the reasonableness and mathematical accuracy of

the fair values concluded by the Company.

evaluated the qualifications of the Company’s third-party valuation expert based on

credentials, reputation and experience.

read the termination of the Consistent Action Agreements to understand and evaluate the terms of the transaction to determine that

the Company no longer has control and change from consolidation in 2023 to equity method in 2024.

obtained the Company’s third-party expert valuation report to gain an understanding of the processes and key assumptions for

estimating the fair value of the equity investment based on the business enterprise value and fair value of non-controlling interest

on January 1, 2024 to calculate the gain and loss from the deconsolidation.

utilized our internal valuation specialists to evaluate the adequacy and appropriateness of the methodologies and assumptions, including

the weighted-average cost of capital, the discount rate, the discounted cash flows method used by the Company’s third-party

valuation expert in developing the estimated fair value of the equity investment as of January 1, 2024, fair value of non-controlling

interest, and to calculate the gain and loss from the deconsolidation.

assessed the reasonableness of management’s cash flow forecasts based on historical results, revenue growth assumptions and

expected inflation.

performed independent calculations to test the reasonableness and mathematical accuracy of the fair values concluded by the Company.

evaluated the qualifications of the Company’s third-party valuation expert based on credentials, reputation and experience.

assessed the appropriateness of the disclosures in the consolidated financial statements.

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audit procedures consisted of the following, among others:

specifically tested the estimated fair value of the Company’s China intangible asset

(LWL Intangibles), we performed audit procedures that included, among others, assessing the

fair value methodology used by management and evaluating the significant assumptions used

in the valuation model including forecasted cash flow, profit and loss, growth rate, and

compared significant assumptions to current industry, market and economic trends, and to

the Company’s historical results.

assessed the historical accuracy of management’s estimates and performed sensitivity

analyses of significant assumptions to evaluate the changes in the fair value of the China

intangible asset that would result from changes in assumptions.

● We also involved

an internal valuation specialist to assist in our evaluation of the Company’s consultant report and legal due diligence report.

specifically tested the estimated fair value of the Company’s China intangible asset (LWL Intangibles), we performed audit

procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions

used in the valuation model including forecasted cash flow, profit and loss, growth rate, and margin.

compared significant assumptions to current industry, market and economic trends, and to the Company’s historical results.

assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to

evaluate the changes in the fair value of the China intangible asset that would result from changes in assumptions.

also involved an internal valuation specialist to assist in our evaluation of the Company’s consultant report and legal due

diligence report.

have served as the Company’s auditor since 2023.

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14, 2025, except for Note 18, as to which the date is June 6, 2025;

and Note 2 and Note 19 as to which the date is June 04, 2026

Energy Technologies, Inc.

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Long-term financing receivables - net

Contract assets

Advance to Supplier - Prepayment

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Warranty Liability

Warrant Liability

Deferred Revenue

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Common stock, $ .001

2,000,000,000

shares authorized;

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shares issued and outstanding as of

December 31, 2024 and 2023 respectively

December 31, 2024 and 2023 respectively (retroactively adjusted to reflect the 1-for-15 reverse stock split effective October 6, 2025 — see Note 2)

15% Series E Convertible preferred stock,

shares authorized;

shares issued and 756,139

outstanding as of December 31, 2024 and 2023

and 2,199,387

shares issued and outstanding as of December 31, 2024 and 2023, respectively

Preferred stock, value

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Change in derivative liability

Change in FV of warrant liability

Investment loss from Shuya

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( 1,124,654 )

Interest Income

Interest and Financing fees

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Net Loss per common share basic and diluted

Reflected the 1-for-15 reverse split effective on October 06, 2025.

accompanying footnotes are an integral part of these financial statements

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Statements of Stockholders Equity

31, 2024 And 2023

31, 2024 (Restated) and 2023 (Restated)

Common Stock .001 Par

Preferred Stock

Common Stock to be issued

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Accumulated Other Comprehensive

Accumulated Deficit

Non - Controlling

Stock holders’ Equity

December 31, 2022

December 31, 2022 (reported) *

$ ( 160,672 )

$ ( 17,276,536 )

Correction of errors Beginning Balance

December 31, 2022 (restated)

( 18,228,653 )

Warrants issued in conjunction for debt

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( 5,483,167 )

December 31, 2023

December 31, 2023 (restated)

( 23,887,685 )

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( 4,550,296 )

December 31, 2024

December 31, 2024 (restated)

$ ( 257,396 )

$ ( 28,480,730 )

$ ( 257,396 )

$ ( 28,480,730 )

* Reflected the 1-for-15 reverse split effective on October 6, 2025.

accompanying footnotes are an integral part of these financial statements

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Cash Flows from Operating Activities:

Net Income / (Loss) before discontinued

Net loss including non-controlling interest

( 4,550,296 )

( 5,611,128 )

Net Income/(Loss) from discontinued operations

Net income/ (Loss) from continuing operations

Net Income from discontinued operations

Net loss from continuing operations

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

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Loss (gain) on debt settlement

Bad debt expense

Amortization of debt discount

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Change in derivative liability

Change in FV of warrant liability

(Increase) decrease in right of use asset

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(Increase) decrease in prepayments

(Increase) decrease in contract asset

(Increase) decrease in other assets

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and Manufacturing services division and CETY Hong Kong.

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

and liquidation of liabilities in the normal course of business.

The Company had a total stockholder’s equity of $ 2,938,502

and a working capital deficit of $ 3,240,008 and an accumulated deficit of $ 27,443,231 as of December 31, 2024, net loss of $ 4,416,319 and used

$ 3,560,951 in net cash from operating activities for the year ended December 31, 2024.

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.

The financial statements have been prepared assuming

the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal

course of business.

As of December 31, 2024, the Company had stockholders’ equity of $ 1,897,145 , a working capital deficit of $ 3,478,090 ,

and an accumulated deficit of $ 28,480,730 .

The Company also reported net cash used in operating activities of $ 3,560,951 for the year

ended December 31, 2024.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within

one year after the date the financial statements are issued.

During 2024 and continuing into 2025, the Company’s

financial condition and operating results were adversely impacted by several factors, including continued financing and interest-related

costs, delays associated with financing and registration effectiveness, lower-margin revenue contributions from certain operations, ongoing

investments in strategic waste-to-energy initiatives, and accounting adjustments and restatement-related impacts associated with prior

period activities and financial reporting reviews.

Management has been implemented and continues to pursue

multiple initiatives intended to improve liquidity and operating performance.

These initiatives include restructuring certain existing

obligations, pursuing additional equity and strategic financing opportunities, reducing operating costs where appropriate, focusing on

higher-margin waste-to-energy and heat recovery opportunities, advancing strategic commercial projects, and pursuing operational efficiencies

across the organization.

Management is also actively evaluating strategic partnerships, project-level financing opportunities, and other

capital formation initiatives intended to support the Company’s long-term business objectives.

For the fiscal year ended December 31, 2024, the Company

reported a net loss of $ 4,550,296 compared to a net loss of $ 5,734,071 for the prior year period.

While management believes the actions

presently being taken provide a path toward improving liquidity and operating performance, such plans are subject to various risks and

uncertainties, and there can be no assurance that such efforts will be successful or sufficient to alleviate substantial doubt regarding

the Company’s ability to continue as a going concern.

Accordingly, the accompanying financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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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 December 31, 2024, and December 31, 2023, we had a reserve for potentially

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

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 December 31, 2024, and December 31, 2023,

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

for 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 December 31, 2024 (Restated), and December 31,

2023 (Restated), we had a reserve for potentially un-collectable accounts receivable of nil and

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 December 31, 2024 (Restated), and December 31, 2023 (Restated), we had a reserve for potentially un-collectable long-term financing

receivables of $ 217,584 and

$ nil respectively.

(7) customers accounted for approximately 98 % of accounts receivable on December 31, 2024.

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(Loss) per Common Share

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

At December 31, 2024, we had

outstanding common shares of 45,331,537 used in the calculation of basic earnings per share.

Basic weighted average common shares for the years ended December 31, 2024 and 2023 were 42,557,118 and 38,447,916 , respectively.

As of December 31, 2024, we

had convertible notes, convertible into approximately 5,522,562 of additional common shares, and 6,423,388 common stock warrants, and

The Company computes basic and diluted earnings (loss)

per share in accordance with ASC 260-10-45, Earnings Per Share, as amended by ASU 2020-06, Accounting for Convertible Instruments and

Contracts in an Entity’s Own Equity.

Basic earnings (loss) per share is calculated by dividing

net income (loss) by the weighted-average number of common shares outstanding during the reporting period.

Diluted earnings (loss) per share includes the impact

of potentially dilutive securities and is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding

plus the weighted-average number of common stock equivalents and other potentially dilutive securities during the period.

December 31, 2024, we had outstanding common shares of 3,022,103

used in the calculation of basic earnings per share.

weighted average common shares for the years ended December 31, 2024 and 2023 were 2,880,367

and 2,563,194 ,

respectively.

As of December 31, 2024, we had convertible notes, convertible into approximately 368,171

(pre-reverse of additional common shares, and 428,226

common stock warrants, and 1,693,508

preferred shares.

Fully diluted weighted average common shares and equivalents were $ 0.10 as of December 31, 2024 and were

withheld from the calculation as they were considered anti-dilutive for the year ended December 31, 2024.

Fully diluted weighted average common shares

outstanding were the same as basic weighted average common shares for the year ended December 31, 2024, as potentially dilutive securities

were excluded from the calculation because they were anti-dilutive.

and Development

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For the years ended December 31,

2024 (Restated)

2023 (Restated)

Manufacturing and Engineering

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$ ( 5,460,994 )

December 31, 2024

December 31, 2023

31, 2024 (Restated)

31, 2023 (Restated)

Manufacturing and Engineering

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

of December 31, 2024, we had a net operating loss carry-forward of approximately $ 35,053,173 and a deferred tax asset of $ 8,189,863 using

the statutory rate of 30 %.

of December 31, 2024 (Restated), we had a net operating loss carry-forward of approximately $ 36,064,097

and a deferred tax asset of $ nil

using the statutory rate of 30 %.

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

However, due to the uncertainty

of future events we have booked valuation allowance of $ ( 8,281,784 ) .

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.

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

At December 31, 2024 the Company did not take any tax positions that would require disclosure under FASB ASC 740.

However, due to the uncertainty of future events

we have booked valuation allowance of $ ( 8,452,200 ) .

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.

At December 31, 2024 the Company did not take any

tax positions that would require disclosure under FASB ASC 740.

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.

Reverse Stock Split

On October 6, 2025, the Company effected a 1-for-15 reverse stock split

of its issued and outstanding common stock.

All share and per-share amounts presented in the consolidated financial statements and the

accompanying notes have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

Issued Accounting Standards

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SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE

December 31, 2024

December 31, 2023

31, 2024 (Restated)

31, 2023 (Restated)

Accounts Receivable

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SCHEDULE OF LEASE RECEIVABLE ASSET

December 31, 2024

December 31, 2023

31, 2024 (Restated)

31, 2023 (Restated)

Long-term receivables

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Total Accrued Expenses

NOTE 9 – WARRANT LIABILITY

On December 5, 2024, the Company entered into an Equity

Line of Credit Agreement with Mast Hill Fund, L.P.

(the “Investor”), pursuant to which the Investor committed to provide up

to $ 5.0 million to the Company.

In connection with the agreement, the Company issued

a purchase warrant to the Investor to purchase up to 33,333 shares of common stock at an initial exercise price of $ 30 .

share (number of shares and exercise price are retroactively adjusted to reflect the 1-for-15 reverse stock split effective October 6,

2025 — see Note 2), subject to customary anti-dilution adjustments and a 4.99 % beneficial ownership limitation.

The warrant is exercising

upon issuance and expires on the second anniversary of the issuance date.

The warrant contains a down-round provision whereby

the exercise price will be reduced if the Company issues common stock, options, or convertible securities at a price below the then-current

exercise price of the warrant.

The warrant was classified as a liability and initially

recorded at fair value of $ 104,744 upon issuance.

As of December 31, 2024, the fair value of the warrant liability was remeasured to $ 78,148 .

The Company recognized a gain from the change in fair value of warrant liability of $ 26,596 for the year ended December 31, 2024.

The following table presents a reconciliation of the

credit line warrant liability measured and recorded at fair value on a recurring basis:

SCHEDULE OF RECONCILIATION OF CREDIT

LINE WARRANT LIABILITY

Year Ended December 31,

Fair value-beginning of period

Change in fair value

Fair value-end of period

10 – NOTES PAYABLE

share and per-share information presented in this Note relating to the periods presented has been retroactively adjusted to reflect the

1-for-15 reverse stock split of the Company’s common stock effected on October 6, 2025, including the share counts and exercise

prices of warrants issued in connection with notes payable, the conversion prices of convertible notes payable, and commitment and inducement

shares issued in connection with notes payable.

The par value per share of $ 0.001 was not affected by the reverse stock split

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

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The balance of this debt as of December 31, 2024, is 662,804 .

the year, the Company entered into several “sale of future receipts” / merchant

cash-advance arrangements with Reliance Financial FL LLC, as well as a subordinated business

loan with Agile Lending, LLC and a purchase order financing facility with Nations Interbanc.

Although certain contracts are legally structured as non-recourse “sales” of

future business receipts, management concluded that these arrangements do not involve the

transfer of discrete existing financial assets that would qualify for derecognition under

Instead, the Company continues to generate and collect its operating cash receipts

and remits amounts to the lenders until the contractual repayment amounts have been satisfied.

the Reliance, Agile, and Nations Interbanc arrangements are accounted for as interest-bearing financing liabilities within the scope

of ASC 470 and ASC 835.

The Company records the net proceeds received as short-term debt and recognizes the excess of the total contractual

repayment amounts (including any origination fees, daily fees and make-whole or prepayment charges) over the net proceeds as debt discounts

or financing costs, which are amortized to interest expense using the simple interest method over the expected repayment periods.

and other third-party costs that are directly attributable to obtaining these financings are capitalized as debt issuance costs and presented

as a direct deduction from the related liabilities.

or about October 31, 2024, and December 24, 2024, the Company borrowed approximately $ 104,500 , and $ 75,000 , respectively, from Reliance

(“Reliance”) pursuant to short-term cash advance loans.

Under the loan agreements, approximately $ 156,646 and $ 112,425 , respectively,

was due to Reliance, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the loans was approximately

$ 0 and $ 0 , respectively.

or about July 15, 2024, August 6, 2024, and October 10, 2024, the Company borrowed approximately $ 131,750 , and $ 68,500 , and $ 66,000 respectively,

from Agile pursuant to short-term cash advance loans.

Under the loan agreements, approximately $ 141,409 , $ 69,677 , and 43,345 respectively,

was due to Agile, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the loans was approximately

$ 0 , $ 0 , and $ 0 , respectively.

Notes Payable, Net

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Company issued a purchase warrant to the Investor on December 5, 2024, pursuant to which the Investor is entitled to purchase from

the Company 500,000 Warrant

Shares during the period commencing on the issuance date of the Warrant and ending on 5:00 p.m.

the Company 33,333 shares during the period commencing on the issuance date of the Warrant and ending on 5:00 p.m.

eastern standard time on the

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12 – CAPITAL STOCK TRANSACTIONS

April 21, 2005, our Board of Directors and shareholders approved the re-domicile of the Company in the State of Nevada, in connection

with which we increased the number of our authorized common shares to 2,000,000,000 and designated a par value of $ .001 per share.

May 25, 2006, our Board of Directors and shareholders approved an amendment to our Articles of Incorporation to authorize a new series

of preferred stock, designated as Series C, and consisting of 15,000 authorized shares.

June 30, 2017, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 400,000,000

and in the number of our authorized preferred shares to 10,000,000 .

The amendment effecting the increase in our authorized capital was

filed and effective on July 5, 2017.

August 28, 2018, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 800,000,000 .

The amendment effecting the increase in our authorized capital was filed and effective on August 23, 2018.

June 10, 2019, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 2,000,000,000 .

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

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

Effective upon the filing of our Certificate

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

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

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

New Common Stock.

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

January 6, 2023, our board of directors and majority shareholders approved a 1-for-40 reverse stock split.

Effective upon the filing

of our Certificate of Amendment of Articles of Incorporation with the Secretary of State of the State of Nevada, the shares of the

Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time of January 6, 2023, were

automatically reclassified as and combined into shares

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

Common Stock.

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

September 26, 2025, the Company filed a Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209 with the Secretary of

State of the State of Nevada effecting a 1-for-15

reverse stock split of the Company’s issued and outstanding

common stock, with a corresponding reduction in authorized common stock from 2,000,000,000

shares to 133,333,333

The Reverse Stock Split became effective in the market

at the opening of trading on the Nasdaq Capital Market on October 6, 2025.

The par value per share of $ 0.001

was not affected, and the number of authorized shares of preferred

stock was not affected.

All share and per-share information presented in this Note relating to periods on or after January 6, 2023 has

been retroactively adjusted to reflect the Reverse Stock Split.

Stock Transactions

January 19, 2023, the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill pursuant to which the Company issued to Mast Hill the Company issued Mast Hill a 5

five-year warrant to purchase 58,438

shares of common stock in connections with the transactions.

January 19, 2023, the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill pursuant to which the

Company issued to Mast Hill the Company issued Mast Hill a 5

five-year warrant to purchase 3,896 shares of common stock

in connections with the transactions.

January 27, 2023 we issued 250 shares of our common stock due to rounding post the reverse stock split.

March 23, 2023 we sold 65,000 shares of our common stock in an underwritten offering to R.F.

Lafferty & CO and Phillip US.

public offering price per share is $ 4.00 per share.

Net proceeds from this offering was $ 3,094,552 .

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

Lafferty & CO and

The initial public offering price per share is $ 60.00 per share.

Net proceeds from

this offering was $ 3,094,552 .

the second quarter of 2023, the Company issued 2,667

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

March 8, 2023 the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill, L.P.

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Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on September 16, 2022.

exercise price is $ 1.60 per share.

exercise price is $ 24.00 .

The total purchase price was $ 150,000 .

May 10, 2023 Mast Hill exercised the right to purchase 58,438 of the Warrant Shares of Clean Energy

Technologies, Inc., because of the Common Stock Purchase Warrant Shares issued on January 19, 2023.

price is $ 1.60 per share.

May 10, 2023 Mast Hill exercised the right to purchase 3,896

of the Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant Shares issued on January 19,

The exercise price is $ 24.00 per share.

The total purchase price was $ 93,501 .

June 14, 2023 Mast Hill exercised the right to purchase 38,438 of the Warrant Shares of Clean

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

exercise price is $ 1.60 per share.

June 14, 2023 Mast Hill exercised the right to purchase 2,563

of the Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on December 26, 2022.

exercise price is $ 24.00 per

The total purchase price was $ 61,501 .

3 unchanged sentences

The total purchase price was $ 47,501 .

September 12, 2023 Mast Hill exercised the right to purchase 29,688 of the shares of Warrant Shares of Clean

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

exercise price is $ 1.60 per share.

September 12, 2023 Mast Hill exercised the right to purchase 1,979

shares of the shares of Warrant

Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on November 21, 2022.

The exercise price

The total purchase price was $ 47,501 .

September 13, 2023 Mast Hill exercised the right to purchase 183,500 of the shares of Warrant Shares of

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

exercise price is $ 1.60 per share.

September 13, 2023 Mast Hill exercised the right to purchase 12,233 shares of the shares of Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant

issued on March 08, 2022.

The exercise price is $ 24

The total purchase price was $ 293,600 .

October 27, 2023 Mast Hill exercised the right to purchase 183,500 of Warrant Shares of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on March 08, 2022.

price is $ 1.60 per share.

October 27, 2023 Mast Hill exercised the right to purchase 12,233 shares of Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on March

The exercise price is $ 24

The total purchase price was $ 293,600 .

January 3, 2024, the Company entered into a securities purchase agreement

with FirstFire, As a condition to the

sale of the Note, the Company issued to the Buyer 10,000 shares of Common Stock.

February 2, 2024, 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 of Common Stock.

February 24, 2024, the Company entered into a consulting agreement

with Hudson Global Ventures, LLC.

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

March 4, 2024, the Company entered into a securities purchase agreement

with FirstFire.

As a condition to the

sale of the Note, the Company issued to the Buyer 20,000 shares of Common Stock.

January 3, 2024, the Company entered into a securities purchase agreement with FirstFire, As a condition to the sale of the Note, the

Company issued to the Buyer 667

shares of Common Stock.

February 2, 2024, 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

shares of Common Stock.

February 24, 2024, the Company entered into a consulting agreement with Hudson Global Ventures, LLC.

As a condition to the agreement,

the Company issued 1,000

shares of Common Stock to the consultant.

March 4, 2024, the Company entered into a securities purchase agreement with FirstFire.

As a condition to the sale of the Note, the Company

issued to the Buyer 1,333

shares of Common Stock.

March 15, 2024, the Company and certain Subscribers

9 unchanged sentences

the year ended December 31, 2024, the Company issued 167,706

shares of common stock for conversion of 1,443

shares of common stock for conversion

Series E Preferred share and zero

4 unchanged sentences

As a condition to the sale of the Note,

the Company issued to the Buyer 15,000 shares (the “Commitment Shares”) of Common Stock.

the Company issued to the Buyer 1,000

shares (the “Commitment Shares”)

of Common Stock.

October 20, 2024, Clean Energy Technologies, Inc., a Nevada corporation, (the “Company”) and certain individual investors

3 unchanged sentences

November 8, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase 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 40,000 shares (the “Commitment Shares”) of Common Stock.

(the “Company”) entered into a securities purchase 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 2,667

shares (the “Commitment Shares”)

of Common Stock.

November 18, 2024, Clean Energy Technologies, Inc.

2 unchanged sentences

As a condition to the sale of the Note, the Company

issued to the Buyer 50,000 shares (the “Commitment Shares”) of Common Stock.

issued to the Buyer 3,333

(pre-reverse split) shares (the “Commitment Shares”)

of Common Stock.

November 29, 2024, Clean Energy Technologies, Inc.

7 unchanged sentences

As a condition to the sale of the Note,

the Company issued to the Buyer 50,000 shares (the “Commitment Shares”) of Common Stock.

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

As of December 31,

2024 there were 44,576,381 shares of common stock outstanding.

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

issued will be, fully paid and non-assessable.

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

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

for each share of common stock held.

There are no cumulative voting rights.

the Company issued to the Buyer 3,333 (pre-reverse split) shares (the “Commitment Shares”) of Common Stock.

Articles of Incorporation authorize us to issue 133,333,333

shares of common stock, par value $ 0.001

As of December 31, 2024, there were 3,022,103

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.

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

The holders of our common stock are entitled to vote

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

no cumulative voting rights.

holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare

4 unchanged sentences

obligations to holders of our outstanding preferred stock.

Articles of Incorporation authorize us to issue 20,000,000 shares of preferred stock, par value $ 0.001 per share.

Our Board of Directors

has the authority to issue additional shares of preferred stock in one or more series, and fix for each series, the designation of and

number of shares to be included in each such series.

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.

Articles of Incorporation authorize us to issue 20,000,000

shares of preferred stock, par value $ 0.001

The 1-for-15 reverse stock split effective October 6, 2025 did not affect the authorized or outstanding shares of

preferred stock Our Board of Directors has the authority to issue

additional shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included

in each such series.

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.

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

68 unchanged sentences

$ 47,904 of dividend has been accrued but not paid as of December 31, 2023.

All share and per-share information presented below has been retroactively adjusted to reflect the 1-for-15 reverse

stock split of the Company’s common stock effected on October 6, 2025, in conformity with the presentation in the consolidated financial

statements (see Note 2).

summary of warrant activity for the periods is as follows:

May 6, 2022, we issued 234,375 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 750,000.00

May 6, 2022, we issued 15,625

warrant shares in connection with

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

to Mast Hill Fund at the exercise price per share of 24 .

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

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

price per share of Common Stock.

On December 28, 2022, Mast Hill exercised the warrant in full on

a cashless basis to purchase 100,446 shares of Common Stock.

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

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

of the offering price per share of Common Stock.

On December 28, 2022, Mast Hill exercised the

warrant in full on a cashless basis to purchase 6,696

shares of Common Stock.

August 5, 2022, we issued 2,894 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 138,889

to Jefferson Street at the exercise price per share of 24 .

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

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

price per share of Common Stock.

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

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

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

of the offering price per share of Common Stock.

August 17, 2022, we issued 3,125

warrant shares in connection with the issuance of the promissory note in the principal amount of $ 150,000

to First Fire at the exercise price per share of 24 .

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

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

per share of Common Stock.

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

common stock.

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

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

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

of the offering price per share of Common Stock.

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

shares of common stock.

September 1, 2022, we issued 2,894

warrant shares in connection with

the issuance of the promissory note in the principal amount of $ 138,889

to Pacific Pier at the exercise price per share of 24 .

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

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

price per share of Common Stock.

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

of common stock.

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

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

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

shares of common stock.

1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 2,074

shares of common stock.

September 16, 2022, we issued 6,250

warrant shares in connection with

the issuance of the promissory note in the principal amount of $ 300,000

to Mast Hill Fund at the exercise price per share of 24 .

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

November 10, 2022 we issued 29,687 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 300,000

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

share of $ 24 .

November 10, 2022 we issued 1,979

warrant shares in connection with

the issuance of the promissory note in the principal amount of $ 300,000

to Mast Hill Fund at the exercise price per share of 24 .

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

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

price per share of Common Stock.

On June 23, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 1.60 .

November 21, 2022 we issued 29,687 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 95,000

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

November 21, 2022 we issued 1,979

warrant shares in connection with

the issuance of the promissory note in the principal amount of $ 95,000

to Mast Hill Fund at the exercise price per share of 24 .

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

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

price per share of Common Stock.

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

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

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

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

of the offering price per share of Common Stock.

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

per share of $ 1.60 .

December 26, 2022, we issued 2,562

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 24 .

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

January 19, 2023 we issued 58,438 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 187,000

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

January 19, 2023 we issued 3,896

warrant shares in connection with

the issuance of the promissory note in the principal amount of $ 187,000

to Mast Hill Fund at the exercise price per share of $ 24 .

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

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

price per share of Common Stock.

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

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

Darbie & Co., Inc.

according to finder agreement we entered into date April

2022 at the exercise price of $ 5.00 .

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

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

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

of the offering price per share of Common Stock.

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

February 13, 2023 we issued 1,780

warrant shares to J.H.

according to finder agreement we entered into date April 2022 at the exercise price of $ 225.00 .

March 8, 2023 we issued 24,467

warrant shares in connection with

the issuance of the promissory note in the principal amount of $ 734,000

to Mast Hill Fund at the exercise price per share of $ 24 .

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

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

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

of the offering price per share of Common Stock.

On September 13, 2023 Mast Hill exercised 12,233

shares of the warrant at the exercise price per share of $ 24 .

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.

warrant (the “Underwriter Warrants”) to purchase 1,950

shares of common stock in conjunction

with a public offering (the “Underwriting Offering”) pursuant to a registration statement on Form S-1.

October 25, 2023 Mast Hill exercised the right to purchase 12,233

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.

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.

The exercise price is $ 24

The total purchase price was $ 293,600 .

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

March 15, 2024, we issued 133,333

warrant shares in connection with

the issuance of subscription agreement in the amount of 900,000

at the warrant exercise price of per share of $ 15.00 .

June 18, 2024, we issued 1,203,333 warrant shares in connection with the issuance of subscription agreement in the amount of 1,083,000

June 18, 2024, we issued 80,222

warrant shares in connection with

the issuance of subscription agreement in the amount of 1,083,000

at the warrant exercise price of per share of $ 24 .

5 unchanged sentences

Weighted Average Exercise price

Weighted Average Contractual life

Weighted Average Contract life (years)

Aggregate Intrinsic Value

186 unchanged sentences

tax for CETY HK.

The provision for income tax consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAX

For the year ended December 31,

Current income tax expense

Deferred income tax expense

Total income tax expense

following table reconciles the statutory tax rate to the Company’s effective tax rate:

1 unchanged sentence

STATUTORY TAX RATE

For the year ended

December 31,2024

ended December 31,

Federal statutory tax expense (benefit)

6 unchanged sentences

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

December 31, 2024

2023 (Restated)

As of December 31,

2023 (Restated)

Deferred tax:

9 unchanged sentences

License and Patents

Operating lease liabilities, net of right of use assets

Deferred tax liability, net of deferred tax assets

73 unchanged sentences

NOTE 19 – RESTATEMENT

The Company has restated its Consolidated Statements of Stockholders’

Equity for the year ended December 31, 2024 for reclassifying $ 141,709 from shares issued for series E preferred conversion to accrued

series E preferred dividend, the reclassification was for the accounts within the Stockholders’ Equity statement, and did not have

any impact to the total amount of the Company’s total stockholder’s equity.

the preparation of the Company’s financial statements for the fiscal year ended December 31, 2025, the Company determined that

historical accounting errors existed related primarily to the classification, valuation, and collectability assessment of long-term receivables

and contract assets, as well as the timing of revenue recognition and related interest income under U.S.

In accordance with Staff

Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Period Misstatements when Quantifying

Misstatements in Current Period Financial Statements, the Company evaluated the materiality of the errors from qualitative and quantitative

perspectives, individually and in aggregate, and concluded that the impact of the errors was material to the Company’s consolidated

financial statements as of and for the fiscal years ended December 31, 2024 and 2023.

The Company has restated the financial statements

for those periods and presented the effects of the restatement adjustments to the financial statements below.

The restatement adjustments

relate to the following items:

(i) the reclassification of certain long-term receivables to contract assets in the amount of $ 619,779 ,

including adjustments associated with the timing and presentation of revenue recognition under ASC 606, (ii) receivables adjustments,

including a write-off of approximately $ 360,000 and the reclassification of approximately $ 142,000 to customer deposits, (iii) another

receivables write-off of approximately $ 420,700 related to long-term financing receivables, (iv) a receivables allowance reversal of

approximately $ 95,322 , (v) a receivables present value (PV) adjustment of approximately $ 397,692 , together with the recognition of inception-to-date

accrued interest income of approximately $ 130,953 , (vi) prior period adjustments whereby approximately $ 952,000 of the cumulative impact

relates to periods prior to January 1, 2023, which are reflected in the restated comparative-period financial statements and related

disclosures included herein.

Management concluded that separate presentation of an opening January 1, 2023 balance sheet or stockholders’

equity rollforward was not necessary as the effects of such adjustments are appropriately reflected in the accompanying restated financial

statements and disclosures and do not materially impact the understanding of the periods presented, and (vii) adjustment of deferred

offering costs related to warrants of $ 127,494 and revaluation of fair value of warrant liabilities entered into in 2024 of $ 78,148 .

Certain of the revenue

recognition adjustments described above were reflected through the reclassification and valuation of contract assets and long-term receivables

and therefore are not separately presented as standalone revenue line-item adjustments within the reconciliation tables below.

the year ended December 31, 2024, the restatement resulted in an increase of $ 53,153

in accrued interest income associated with long-term financing receivables, the recognition of a $ 217,584

write-off of long-term financing receivables and a decrease of $ 26,596 in change in fair value of warrant liability.

For the year ended December 31, 2023, the restatement resulted in an increase of

in accrued interest income associated with long-term financing receivables.

SCHEDULE OF RESTATEMENT FOR THE FINANCIAL STATEMENTS

following table presents the effects of the restatement to the accompanying consolidated balance sheet at December 31, 2024:

As Previously Reported

Net Adjustment

Accounts receivable, net

$ ( 122,678 )

Deferred offering costs

Long-term financing receivables-net

( 1,423,054 )

Contract assets

Customer Deposits

Warrant Liability

Total Liabilities

Additional paid-in capital

Accumulated deficit

( 27,443,231 )

( 28,480,730 )

( 1,037,499 )

Total stockholders’ Equity

( 1,041,357 )

Total Liabilities and stockholders’ Equity

$ ( 821,209 )

following table presents the effects of the restatement to the accompanying consolidated balance sheet at December 31, 2023:

As Previously Reported

Net Adjustment

Accounts receivable - net

$ ( 643,378 )

Long-term financing receivables - net

Contract assets

Customer Deposits

Total Liabilities

Accumulated deficit

( 22,984,163 )

( 23,887,685 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ ( 761,522 )

following table presents the effects of the restatement to the accompanying consolidated statement of operations and comprehensive loss

for the year ended December 31, 2024:

As Previously Reported

Net Adjustment

General and Administrative expense

Net Loss from Operations

( 3,112,847 )

( 3,330,431 )

Change in FV of warrant liability

Interest Income

Net Loss before income taxes

( 4,416,319 )

( 4,550,296 )

Net loss attributable to Clean Energy Technologies, Inc.

( 4,416,319 )

( 4,550,296 )

Total Comprehensible Loss

$ ( 4,476,888 )

$ ( 4,610,865 )

$ ( 133,977 )

following table presents the effects of the restatement to the accompanying consolidated statement of operations and comprehensive loss

for the year ended December 31, 2023:

As Previously Reported

Net Adjustment

Interest Income

Net Loss before income taxes

( 5,782,666 )

( 5,734,071 )

Net loss attributable to Clean Energy Technologies, Inc.

( 5,659,723 )

( 5,611,128 )

Total Comprehensible Loss

$ ( 5,695,878 )

$ ( 5,647,283 )

following table presents the effects of the restatement ton the accompanying consolidated statement of cash flows for the year ended

December 31, 2024:

As Previously Reported

Net Adjustment

Net loss before discontinued operations

$ ( 4,416,319 )

$ ( 4,550,296 )

$ ( 133,977 )

Bad debt expense

Change in FV of warrant liability

(Increase) decrease in contract asset

Other (Decrease) increase in accrued expenses

Net Cash Used in Operating Activities

$ ( 3,560,951 )

following table presents the effects of the restatement to the accompanying consolidated statement of cash flows for the year ended December

As Previously Reported

Net Adjustment

Net loss before discontinued operations

$ ( 5,659,723 )

$ ( 5,611,128 )

(Increase) decrease in contract asset

Net Cash Used in Operating Activities

$ ( 4,783,077 )

20 – SUBSEQUENT EVENTS

January 8, 2025, Clean Energy Technology, Inc., a Nevada corporation (the “ Company ”) received a letter from the staff

of the Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market (“ Nasdaq ”) notifying

the Company that it no longer complies with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G) for continued listing of shares of the Company’s

common stock, par value $ 0.001

per share, due to the Company’s failure to hold an annual

meeting within 12 months of the end of the Company’s fiscal year ended December 31, 2023.

As a result, as of January 8, 2025, the

Company had 45 calendar days, or until February 24, 2025, to submit a plan to Nasdaq to regain compliance.

If Nasdaq accepts the Company’s

plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year ended December 31, 2024, or until June 30, 2025,

to allow the Company to regain compliance.

The Company submitted such plan as required, and on February 27, 2025, Nasdaq provided

the Company an extension of until June 3, 2025, to regain compliance with the Annual Shareholder Meeting Requirement.

January 16, 2025, the Company , entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold,

and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $ 1,637,833 ,

and (ii) warrants to purchase 818,917

shares of Company common stock, for an aggregate purchase price

The Company has evaluated subsequent events through the date the financial

statements were issued.

The Company has determined that there are no other such events that warrant disclosure or recognition in the financial

statements, except as noted below.

Nasdaq Deficiencies

On November 5, 2024, the Company received a written notice from the Listing

Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with the

$ 1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the

“Minimum Bid Price Requirement”).

The Nasdaq listing rules require listed securities to maintain a minimum bid price of $ 1.00

per share, and, based upon the closing bid price of the Company’s common stock for the prior 30 consecutive business days, the Company

no longer met that requirement.

The Nasdaq rules initially provided the Company a compliance period of 180 calendar days from the date

of the notice (or until May 5, 2025) in which to regain compliance with the Minimum Bid Price Requirement.

On May 7, 2025, Nasdaq granted

the Company an additional 180-day extension (or until November 3, 2025) to regain compliance with the Minimum Bid Price Requirement.

October 20, 2025, Nasdaq notified the Company that the Company had regained compliance with the Minimum Bid Price Requirement, and the

matter was closed.

On January 8, 2025, the Company received a written notice from Nasdaq indicating

that the Company was not in compliance with Nasdaq’s annual shareholder meeting requirement as set forth in Listing Rules 5620(a)

and 5810(c)(2)(G) (the “Annual Shareholder Meeting Requirement”).

The Nasdaq listing rules require the Company to have an

annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end, and the Company has not had an

annual meeting within twelve months of the Company’s 2023 fiscal year end as required.

The Nasdaq rules provided the Company 45

calendar days to submit a plan to regain compliance with the Annual Shareholder Meeting Requirement.

The Company submitted such plan as

required, and on February 27, 2025, Nasdaq provided the Company an extension of until June 3, 2025, to regain compliance with the Annual

Shareholder Meeting Requirement.

On April 30, 2025, the Company held its annual meeting of shareholders, and the Company regained compliance

with the Annual Shareholder Meeting Requirement.

On April 17, 2026, the Company received a written notice Nasdaq indicating

that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not yet filed its Annual Report on

Form 10-K for the fiscal year ended December 31, 2025.

That rule requires listed companies to timely file all required periodic reports

with the Securities and Exchange Commission.

Under Nasdaq rules, the Company has 60 calendar days from receipt of the notice to submit

a plan to regain compliance.

If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days

from the due date of the Form 10-K, or until October 12, 2026, to regain compliance .

On May 26, 2026, the Company received a written notice Nasdaq indicating

that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not yet filed its Quarterly Report

on Form 10-Q for the fiscal quarter ended March 31, 2026.

That rule requires listed companies to timely file all required periodic reports

with the Securities and Exchange Commission.

Under Nasdaq rules, the Company has 60 calendar days from receipt of the notice to submit

a plan to regain compliance.

If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days

from the due date of the Form 10-Q, or until November 16, 2026, to regain compliance.

The Company intends to submit a plan to Nasdaq regarding regaining compliance

with Nasdaq’s rules.

However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or

that the Company will be able to regain compliance within any extension period granted by Nasdaq.

If Nasdaq does not accept the Company’s

plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

Notes Payable

On or about November 6, 2025, and December

31, 2025, the Company borrowed approximately $ 150,000 ,

and $ 75,000 , respectively, from Reliance Financial

FL LLC (“Reliance”) pursuant to short-term cash advance loans.

Under the loan agreements, approximately $ 210,000

and $ 105,000 ,

respectively, was due to Reliance, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the

loans was approximately $ 75,000

and $ 43,750 , respectively.

On January 10, 2025, May 22, 2025 the

Company borrowed approximately $ 135,000 , and $ 35,150 , respectively, from Agile Capital Funding, LLC (“Agile”) pursuant

to short-term cash advance loans.

Under the loan agreements, approximately $ 202,365 , and $ 55,463 , respectively, was due to Agile, amortizing

and to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the loans was $ 0 , and $ 155,896 , respectively.

On June 30, 2025, May 12, 2026, and May 27, 2026, the Company borrowed approximately $ 127,000 , $ 104,000 , and $ 260,000 ,

respectively, from Agile Capital Funding, LLC (“Agile”) pursuant to short-term cash advance loans.

Under the loan agreements,

approximately $ 190,373 , $ 389,740 and $ 155,896 , respectively, was due to Agile, amortizing and to be repaid over approximately 32 weeks,

and as of June 1, 2026, the balance on the loans was $ 0 , $ 389,740 and $ 155,896 , respectively.

January 16, 2025, the Company, entered into a securities purchase agreement with Mast Hill Fund, L.P.

(“Mast Hill”), pursuant

to which the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $ 1,637,833 ,

and (ii) warrants to purchase 818,917 shares of Company common stock, for an aggregate purchase price of $1,474,050.

The transaction

closed on January 16, 2025, and on such date pursuant to the securities purchase agreement, Mast Hill’s legal expenses of $ 22,000

were paid from the gross purchase price, Mast Hill was paid $ 852,406 as payment in full of that certain promissory note issued by the

Company to Mast Hill on or about September 10, 2024, and subsequently amended on or about December 11, 2024, and the Company receiving

net funding of $ 308,051 , and the note and warrants described above were issued to Mast Hill.

The note matures 12 months following the

issue date, accrues guaranteed interest of 10% per annum (with the first 12 months of interest guaranteed and earned in full as of issuance

of the note), and is secured by a junior security interest (subordinate to the Company’s senior secured lender, Nations Interbanc)

in all of the assets of the Company.

The note is convertible into shares of the Company’s common stock at the election of the holder

at a conversion price equal to the lesser of (i) $ 2.50 /share(before reverse stock split) , or (ii) 90% of the lowest dollar volume-weighted

average price (during the period from 9:30 a.m.

to 4 pm ET) on any trading day during the 5 trading days prior to the conversion date;

provided, however, that the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial

ownership of the Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock.

Additionally,

the holder of the note is entitled to deduct $ 1,750 from the conversion amount in each note conversion to cover the holder’s fees

associated with the conversion.

The warrants have a 5-year term, are exercisable on a cashless basis, and have an exercise price of $ 2.50 ,

subject to adjustment as provided in the warrants.

During the twelve months ended December 31, 2025, this note was fully converted into

common stock.

February 28, 2025, the Company, entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and

Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $ 620,000 , and (ii) warrants to purchase

310,000 shares of Company common stock, for an aggregate purchase price of $ 558,000 .

The transaction closed on February 28, 2025, and

on such date pursuant to the securities purchase agreement, Mast Hill’s legal expenses of $ 8,000 were paid from the gross purchase

price, the Company’s senior secured lender, Nations Interbanc, was paid $ 50,000 directly by Mast Hill from closing proceeds for

the Company’s benefit, the Company received net funding of $ 500,000 , and the note and warrants described above were issued to Mast

The note matures 12 months following the issue date, accrues guaranteed interest of 10% per annum (with the first 12 months of

interest guaranteed and earned in full as of issuance of the note), and is secured by a junior security interest (subordinate to the

Company’s senior secured lender, Nations Interbanc) in all of the assets of the Company.

The note is convertible into shares of

the Company’s common stock at the election of the holder at a conversion price equal to the lesser of (i) $ 2.50 /share(before reverse

stock split) , or (ii) 90% of the lowest dollar volume-weighted average price (during the period from 9:30 a.m.

to 4 pm ET) on any trading

day during the 5 trading days prior to the conversion date;

provided, however, that the holder may not convert the note to the extent

that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99 %

of the Company’s issued and outstanding common stock.

Additionally, the holder of the note is entitled to deduct $ 1,750 from the

conversion amount in each note conversion to cover the holder’s fees associated with the conversion.

The warrants have a 5-year

term, are exercisable on a cashless basis, and have an exercise price of $ 2.50 , subject to adjustment as provided in the warrants.

the twelve months ended December 31, 2025, this note was fully converted into common stock.

April 4, 2025, the Company entered into a securities purchase agreement with Pacific Pier Capital II, LLC (“Pacific Pier”),

pursuant to which the Company sold, and Pacific Pier purchased, (i) a convertible promissory note in the principal amount of $ 345,000 ,

and (ii) 45,000 shares of Company common stock, for an aggregate purchase price of $ 310,500 .

The transaction was funded by Pacific Pier

and closed on April 7, 2025, and on or about April 7, 2025, pursuant to the securities purchase agreement, Pacific Pier’s legal

expenses of $ 10,000 were paid from the gross purchase price, the Company receiving net funding of $ 300,500 , and the note and shares were

issued to Pacific Pier.

The note matures 12 months following the issue date, accrues interest of 10 % per annum, and is convertible into

shares of the Company’s common stock at the election of the holder, at or following nine months after the issue date, at a conversion

price equal to 90% of the lowest daily volume-weighted average price (during regular trading hours) on any trading day during the 5 trading

days prior to the conversion date;

provided, however, that the holder may not convert the note to the extent that such conversion would

result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99 % of the Company’s

issued and outstanding common stock.

Additionally, the holder of the note is entitled to deduct $ 1,750 from the conversion amount (or

$ 500 if the conversion amount is $ 25,000 or less) in each note conversion to cover the holder’s fees associated with the conversion.

During the twelve months ended December 31, 2025, this note was partially converted into common stock, and the balance of the note as

of December 31, 2025, was $ 188,558 , with accrued interest of $ 28,865 , net with unamortized OID of $ 116,292 and unamortized discount from

initial recognition of derivative liability of $ 33,300 .

April 23, 2025, the Company entered into a securities purchase agreement with Pacific Pier, pursuant to which the Company sold, and Pacific

Pier purchased, (i) a convertible promissory note in the principal amount of $ 256,000 , and (ii) 45,000 shares of Company common stock,

for an aggregate purchase price of $ 230,400 .

The transaction was funded by Pacific Pier and closed on April 23, 2025, and on or about

April 23, 2025, pursuant to the securities purchase agreement, Pacific Pier’s legal expenses of $ 7,000 were paid from the gross

purchase price, the Company received net funding of $ 223,400 , and the note and shares were issued to Pacific Pier.

The note matures 12

months following the issue date, accrues interest of 10 % per annum, and is convertible into shares of the Company’s common stock

at the election of the holder, at or following nine months after the issue date, at a conversion price equal to 90% of the lowest daily

volume-weighted average price (during regular trading hours) on any trading day during the 5 trading days prior to the conversion date;

provided, however, that the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial

ownership of the Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock.

Additionally,

the holder of the note is entitled to deduct $ 1,750 from the conversion amount (or $ 500 if the conversion amount is $ 25,000 or less)

in each note conversion to cover the holder’s fees associated with the conversion.

The balance of the note as of December 31, 2025,

was $ 384,000 , with accrued interest of $ 23,566 , net with unamortized OID of $ 15,374 and unamortized discount from initial recognition

of derivative liability of $ 32,116 .

May 8, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”), pursuant

to which the Company sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $ 131,610 for a purchase

price of $ 107,000 .

The transaction was funded by 1800 Diagonal and closed on May 8, 2025, and on or about May 8, 2025, pursuant to the

securities purchase agreement, 1800 Diagonal’s legal expenses of $ 2,500 were paid from the gross purchase price, $ 4,500 was retained

by 1800 Diagonal as a due diligence fee, the Company received net funding of $ 100,000 , and the note was issued to 1800 Diagonal.

note matures on February 15, 2026, accrues a one-time interest charge of 10 % on the issuance date, shall be paid in 9 monthly payments

in the amount of $ 16,085.67 beginning on June 15, 2025, and continuing on the 15th of each month thereafter, and is convertible following

default into shares of the Company’s common stock at the election of the holder at a conversion price equal to $ 1.00 (before reverse

stock split) (subject to adjustment as provided in the note);

provided, however, that the holder may not convert the note (i) to the

extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess

of 4.99 % of the Company’s issued and outstanding common stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d)

has not been obtained and conversion would result in more than 19.99 % of the shares of Company common stock being issued after any required

aggregation per Rule 5635(d).

Additionally, the holder of the note is entitled to deduct $ 1,500 from the conversion amount in each note

conversion to cover the holder’s fees associated with the conversion.

The balance of the note as of December 31, 2025, was $ 29,247 ,

with accrued interest of $ 2,925 , net with unamortized OID of $ 3,913 .

May 19, 2025, the Company entered into a securities purchase agreement with Lucas Ventures, LLC (“Lucas Ventures”), pursuant

to which the Company sold, and Lucas Ventures purchased, (i) a convertible promissory note in the original principal amount of $ 109,500 ,

and (ii) 2,667 shares of Company common stock (the “Shares”) for a purchase price of $ 104,000 .

On May 19, 2025, the purchase

price was paid by Lucas Ventures to the Company, and the note and shares were issued to Lucas Ventures.

The note matures on August 15,

2025, accrues interest of 8 % per annum, and is convertible into shares of the Company’s common stock at the election of the holder,

at or following 90 days after note funding, at a conversion price of $ 0.50 (before reverse stock split) ;

provided, however, that the

holder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s

common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock (or 9.99 % if the market capitalization

of the Company falls below $ 2,500,000 ).

As of December 31, 2025, the Company had repaid this note in full.

The balance of the note as

of December 31, 2025, was $ 0 .

June 4, 2025, the Company entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and Mast Hill

purchased, (i) a junior secured convertible promissory note in the principal amount of $ 335,000 , and (ii) 3,333 shares of Company common

stock, for an aggregate purchase price of $ 301,500 .

The transaction closed on June 4, 2025, and on such date pursuant to the securities

purchase agreement, Mast Hill’s legal expenses of $ 5,000 were paid from the gross purchase price, the Company received net funding

of $ 296,500 , and the note and shares were issued to Mast Hill.

The note matures 12 months following the issue date, accrues guaranteed

interest of 10 % per annum (with the first 12 months of interest guaranteed and earned in full as of issuance of the note), and is secured

by a junior security interest (subordinate to the Company’s senior secured lender, Nations Interbanc) in all of the assets of the

The note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price

equal to the lesser of (i) $ 2.50 /share(before reverse stock split) , or (ii) 90% of the lowest dollar volume-weighted average price (during

the period from 9:30 a.m.

to 4 pm ET) on any trading day during the 5 trading days prior to the conversion date;

provided, however, that

the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the

Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock.

Additionally, the holder

of the note is entitled to deduct $ 1,750 from the conversion amount in each note conversion to cover the holder’s fees associated

with the conversion.

The balance of the note as of December 31, 2025, was $ 0 , with the accrued interest of $ 0 , net with unamortized OID

of $ 0 and unamortized discount from initial recognition of derivative liability of $ 0 .

July 18, 2025, the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund LLC (“Firstfire”),

pursuant to which the Company sold, and Firstfire purchased, (i) a junior secured convertible promissory note in the principal amount

of $ 201,250 , and (ii) 8,333 shares of Company common stock, for an aggregate purchase price of $ 175,000 .

The transaction closed on July

18, 2025, and on such date pursuant to the securities purchase agreement, Firstfire’s legal expenses of $ 5,500 were paid from the

gross purchase price, the Company received net funding of $ 169,500 , and the note and shares were issued to Firstfire.

The note matures

12 months following the issue date, accrues guaranteed interest of 10 % per annum.

The note is convertible into shares of the Company’s

common stock at the election of the holder at a conversion price equal to the 85% of the lowest traded price on any trading date during

10 trading day period immediately preceding the conversion date.

The balance of the note as of December 31, 2025, was $ 120,750 , with

accrued interest of $ 12,075 , net with unamortized OID of $ 33,258 and unamortized discount from initial recognition of derivative liability

of $ 52,501 .

The Transaction closed on January 16, 2025, and on such date pursuant to the SPA, Mast Hill’s legal expenses of $ 22,000

were paid from the gross purchase price, Mast Hill was paid

as payment in full of that certain promissory note issued by

the Company to Mast Hill on or about September 10, 2024, and subsequently amended on or about December 11, 2024, and the Company receiving

net funding of $ 308,051 ,

and the Note and Warrants were issued to Mast Hill.

February 28, 2025, the Company , entered into a securities purchase agreement with Mast Hill, pursuant to which the

Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $ 620,000 ,

and (ii) warrants to purchase 310,000 shares

of Company common stock, for an aggregate purchase price of $ 558,000 .

Transaction closed on February 28, 2025, and on such date pursuant to the SPA, Mast Hill’s legal expenses of $ 8,000 were

paid from the gross purchase price, the Company’s senior secured lender, Nations Interbanc, was paid $ 50,000 directly

by Mast Hill from closing proceeds for the Company’s benefit, the Company received net funding of $ 500,000 ,

and the Note and Warrants were issued to Mast Hill.

2025, the Company entered into a securities purchase agreement (the “PPC SPA”) with Pacific Pier Capital II, LLC, a

Delaware limited liability company (“Pacific Pier”), pursuant to which the Company sold, and Pacific Pier purchased, (i)

a convertible promissory note in the principal amount of $ 345,000

(the “PPC Note”), and (ii) 45,000

shares of Company common stock (the “PPC Shares”), for an aggregate purchase price of $ 310,500

July 30, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal, pursuant to which the Company sold, and 1800

Diagonal purchased, a convertible promissory note in the principal amount of $ 151,800 for a purchase price of $ 132,000 .

The note matures

on February 15, 2026, accrues a one-time interest charge of 13 % on the issuance date, (subject to adjustment as provided in the note);

The note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price

equal to the 85% of the lowest traded price preceding the conversion date.

however, that the holder may not convert the note (i) to the

extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess

of 4.99 % of the Company’s issued and outstanding common stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d)

has not been obtained and conversion would result in more than 19.99% of the shares of Company common stock being issued after any required

aggregation per Rule 5635(d).

Additionally, the holder of the note is entitled to deduct $ 1,500 from the conversion amount in each note

conversion to cover the holder’s fees associated with the conversion.

The balance of the note as of December 31, 2025, was $ 91,957 ,

with the accrued interest of $ 10,963 , net with unamortized OID of $ 13,440 and unamortized discount from initial recognition of derivative

liability of $ 30,012 .

August 15, 2025, the Company entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and Mast

Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $ 388,888 , and (ii) 150,000 shares of Company

common stock, for an aggregate purchase price of $ 350,000 .

The transaction closed on August 15, 2025, and on such date pursuant to the

securities purchase agreement, Mast Hill’s legal expenses of $ 8,500 were paid from the gross purchase price, the Company received

net funding of $ 341,500 , and the note and shares were issued to Mast Hill.

The note matures 12 months following the issue date, accrues

guaranteed interest of 10 % per annum (with the first 12 months of interest guaranteed and earned in full as of issuance of the note).

The note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to

the lesser of (i) $ 2.50 /share (before reverse stock split) , or (ii) 90% of the lowest dollar volume-weighted average price (during the

period from 9:30 a.m.

to 4 pm ET) on any trading day during the 5 trading days prior to the conversion date;

provided, however, that

the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the

Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock.

Additionally, the holder

of the note is entitled to deduct $ 1,750 from the conversion amount in each note conversion to cover the holder’s fees associated

with the conversion.

The balance of the note as of December 31, 2025, was $ 388,888 , with accrued interest of $ 14,384 , net with unamortized

OID of $ 52,151 and unamortized discount from initial recognition of derivative liability of $ 105,399 .

or about March 4, 2026, the Company entered into a securities purchase agreement with 1800 Diagonal Lending, pursuant to which the Company

sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $ 147,840 for a purchase price of $ 132,000 .

The transaction was funded by 1800 Diagonal and closed on March 4, 2026, and pursuant to the 1800 SPA, 1800 Diagonal’s legal expenses

of $ 2,500 were paid from the gross purchase price, $ 4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received

net funding of $ 125,000 , and the 1800 Note was issued to 1800 Diagonal.

The note matures on December 15, 2026, accrues a one-time interest

charge of 12 % on the issuance date, shall be paid in 9 monthly payments in the amount of $ 18,397.78 beginning on April 15, 2026, and

continuing on the 15th of each month thereafter, and is convertible following default into shares of the Company’s common stock

at the election of the holder at a conversion price equal to 85 % of the lowest closing bid price during the 10 trading days prior to

the conversion date, subject to standard conversion limitations.

Additionally, the holder of the note is entitled to deduct $ 1,500 from

the conversion amount in each note conversion to cover the holder’s fees associated with the conversion.

or about March 6, 2026, in consideration of (i) $ 604,469 in funding previously advanced to the Company by Mega Sincere Holdings Limited

(“Mega”), a company organized under the laws of the British Virgin Islands, and its affiliates, and (ii) $ 600,000 in funding

previously advanced to the Company by Noblebear Investment Holdings LLC (“Noblebear”), a company organized under the laws

of the California and controlled by a Company shareholder and related party, the Company entered into securities purchase agreements

with Mega and Noblebear (the “Mega and Noblebear SPA’s”) and issued Mega and Noblebear convertible promissory notes

in the principal amounts of $ 664,916 and $ 660,000 , respectively (the “Mega and Noblebear Notes”).

The Mega and Noblebear

SPA’s include customary representations, warranties and covenants by the Company.

Each of the Mega and Noblebear Notes accrues

interest at 10 % per annum, and is convertible into shares of the Company’s common stock at the election of the holder at a conversion

price equal to $ 0.646 (subject to adjustment if the Company issues shares at a lower price), provided, however, that a holder may not

convert either of the Mega and Noblebear Notes (i) to the extent that such conversion would result in the holder’s beneficial ownership

of the Company’s common stock being in excess of 9.99 % of the Company’s issued and outstanding common stock, or (ii) if conversion

would result in more than 1,216,600 or 19.99% of the shares of Company common stock being issued per Rule 5635(d) when the shareholder

approval required by Nasdaq Rule 5635(d) has not been obtained.

Additionally, the holders of each of the Mega and Noblebear Notes are

entitled to deduct $ 1,750 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion.

April 22, 2026, the Company entered into a securities purchase agreement (the “PPC SPA”) with Pacific Pier Capital II, LP,

pursuant to which the Company sold, and Pacific Pier purchased, a convertible promissory note in the principal amount of $ 406,000

(the “PPC Note”) for a purchase price of $ 357,280

(the “PPC Transaction”).

The PPC Transaction was funded by PPC on April 7, 2025, and on or about April 7, 2025, pursuant

to the PPC SPA, Pacific Pier’s legal expenses of $ 10,000

were paid from the gross purchase price, the Company receiving net funding of $ 300,500 ,

and 45,000 Shares were issued to Pacific Pier.

As of the filing date in 2025, the Company has issued

2,065,797 shares for the conversion of Series E Preferred shares, with a total value of $ 756,139 year-to-date.

The PPC Transaction was

funded by Pacific Pier and closed on April 22, 2026, and pursuant to the SPA, Pacific Pier’s legal expenses of $ 7,000

were paid from the gross purchase price, the Company received

net funding of $ 350,280 ,

and the Note was issued to Pacific Pier.

The PPC Note matures 12 months following the issue date set forth in the PPC Note (April 20,

2026), accrues interest of 12 %

per annum, and is convertible into shares of the Company’s common stock at the election of the holder, at or following six months

after the issue date, at a conversion price equal to 85 %

of the lowest daily volume-weighted average price (during regular trading hours) on any trading day during the 10 trading days prior

to the conversion date;

provided, however, that the holder may not convert the PPC Note to the extent that such conversion would result

in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99 %

of the Company’s issued and outstanding common stock.

Additionally, the holder of the PPC Note is entitled to deduct $ 1,750

from the conversion amount (or $ 500

if the conversion amount is $ 25,000

or less) in each note conversion to cover the holder’s

fees associated with the conversion.

On January 8, 2026, Pacific Pier Capital II, LLC issued

a forgiveness letter to the Company confirming that the remaining unpaid balance of $ 86,856.90 under the referenced promissory note was

forgiven and cancelled.

The letter states that no further payments are due under the note and that the note is deemed satisfied in full.

The forgiveness is limited to the obligations under the referenced note and does not modify or waive any other obligations or agreements

between the parties unless expressly stated in writing.

Effective April 23,

2025, the Company entered into a Securities Purchase Agreement with Pacific Pier, pursuant to which the Company sold, and Pacific Pier

purchased, (i) a convertible promissory note in the principal amount of $ 256,000 .

Subsequent to year-end, on February 19, 2026, Noblebear

Capital acquired from Pacific Pier all of Pacific Pier’s rights, title, and interest in the note.

The assignment represented a transfer

of the existing debt obligation between creditors and did not constitute a new financing transaction with the Company.

The Company did

not receive any additional proceeds or consideration in connection with the assignment.

At the time of the assignment, the outstanding

balance of the Pacific Pier note was approximately $ 216,000 , inclusive of default penalties, and $ 31,919.61 of accrued interest.

Additionally,

subsequent to year-end, Noblebear Capital acquired from Mast Hill Fund the Company’s existing convertible note originally issued on August

15, 2025, in the principal amount of $ 388,888 .

The assignment represented a transfer of an existing debt obligation and did not constitute

a new financing transaction with the Company.

The Company did not receive any additional proceeds or consideration in connection with

the assignment.

At February 19, 2026, the outstanding balance of the Mast Hill note was approximately $ 388,888 , and $ 20,136.94 of accrued

As a result of these assignments, Noblebear Capital

became the holder of both debt obligations.

Other than the change in creditor, the Company’s obligations under the notes remained substantially

unchanged unless subsequently modified by agreement between the Company and Noblebear Capital.

of Common Stock

January 16, 2025, the Company issued 54,594 warrant shares in connection with the issuance of the promissory note in the principal amount

of $ 1,637,833 to Mast Hill at the exercise price per share of $ 2.50 .

January 20, 2025, the Company entered into a consulting agreement with Hudson Global Ventures, LLC.

As a condition to the agreement,

the Company issued 1,667 shares of Common Stock to the consultant.

February 28, 2025, we issued 20,667 warrant shares in connection with the issuance of the promissory note in the principal amount of

$ 620,000 to Mast Hill at the exercise price per share of $ 2.50 .

March 4, 2025, the Company entered into a securities purchase agreement with FirstFire.

Pursuant to the agreement, FirstFire accepted

3,740 shares of the Company’s common stock as final payment on the loan.

As of December 30, 2025, the outstanding balance of the

loan was $ 0 .

or about April 7, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 4, 2025, described above, the Company

issued 3,000 shares of Company common stock to Pacific Pier.

or about April 23, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 23, 2025, described above, the Company

issued 3,000 shares of Company common stock to Pacific Pier.

May 6, 2025, the Company entered into a Subscription Agreement with various investors, pursuant to which the purchasers acquired in the

aggregate 715,447 shares of Company common stock, at a price of $ 6.15 per share, for aggregate gross proceeds of $ 4,400,000 .

May 7, 2025, the Company received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC, granting

the Company an additional 180-day period, or until November 3, 2025, to regain compliance with Nasdaq’s minimum $ 1.00 bid price

per share requirement.

or about May 9, 2025, the Company issued 21,000 shares of common stock to Mast Hill pursuant to its conversion of $ 100,120 in interests

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 19, 2025, pursuant to the securities purchase agreement with Lucas Ventures dated May 19, 2025, described above, the Company

issued 2,667 shares of Company common stock to Lucas Ventures.

or about May 23, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $ 154,240.00 in interest

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 33,400 shares of common stock to Mast Hill pursuant to its conversion of $ 154,548.48 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 33,467 shares of common stock to Mast Hill pursuant to its conversion of $ 154,856.96 in principal

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 116,276 shares of common stock to Mast Hill pursuant to its conversion of the remaining $ 538,032.89

in principal and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022, leaving a balance of $ 0 under

or about June 4, 2025, pursuant to the securities purchase agreement with Mast Hill dated June 3, 2025, described above, the Company

issued 3,333 shares of Company common stock to Mast Hill.

or about June 10, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $ 121,635 in interest

and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

or about June 17, 2025, the Company issued 33,400 shares of common stock to Mast Hill pursuant to its conversion of $ 126,252 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

or about June 20, 2025, the Company issued 2,231 shares of common stock to 1800 Diagonal pursuant to its conversion of $ 33,464 in principal,

interest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.

or about June 23, 2025, the Company issued 8,253 shares of common stock to 1800 Diagonal pursuant to its conversion of $ 25,995 in principal,

interest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.

or about June 23, 2025, the Company issued 4,195 shares of common stock to Lucas Ventures as true-up shares under the securities purchase

agreement with Lucas Ventures dated November 29, 2024.

or about July 8, 2025, the Company issued 34,000 shares of common stock to Mast Hill pursuant to its conversion of $ 97,629.30 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

or about July 11, 2025, the Company issued 31,180 shares of common stock to Mast Hill pursuant to its conversion of $ 86,544 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

or about July 18, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $ 97,695 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about July 18, 2025, pursuant to the securities purchase agreement with First Fire dated July 18, 2025, described above, the Company

issued 8,333 shares of Company common stock to First Fire.

or about July 21, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $ 195,390 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about August 1, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $ 192,150 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about August 1, 2025, the Company issued 20,000 shares of common stock to Mast Hill pursuant to its conversion of $ 55,895 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about August 6, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $ 286,475 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about August 18, 2025, pursuant to the securities purchase agreement with Mast Hill dated August 15, 2025, described above, the Company

issued 10,000 shares of Company common stock to Mast Hill.

or about September 12, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $ 212,760 in

principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

September 26, 2025, the Company filed a Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209 with the Secretary of

State of the State of Nevada effecting a 1-for-15 reverse stock split of the Company’s issued and outstanding common stock, with

a corresponding reduction in authorized common stock from 2,000,000,000 shares to 133,333,333 shares.

The Reverse Stock Split became

effective in the market at the opening of trading on the Nasdaq Capital Market on October 6, 2025.

The par value per share of $ 0.001

was not affected, and the number of authorized shares of preferred stock was not affected.

All share and per-share information presented

in this Note relating to periods on or after January 6, 2023 has been retroactively adjusted to reflect the Reverse Stock Split.

or about October 6, 2025, the Company issued 19,100 shares of common stock to Mast Hill pursuant to its conversion of $ 50,032 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about October 8, 2025, the Company issued 44,500 shares of common stock to Mast Hill pursuant to its conversion of $ 100,249 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about October 10, 2025, the Company issued 45,000 shares of common stock to Mast Hill pursuant to its conversion of $ 101,376 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about October 13, 2025, the Company issued 33,258 shares of common stock to Pacific Pier pursuant to its conversion of $ 74,461.47

in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about October 14, 2025, the Company issued 46,000 shares of common stock to Mast Hill pursuant to its conversion of $ 102,987 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about October 16, 2025, the Company issued 161,994 shares of common stock to Mast Hill pursuant to its conversion of $ 362,679 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about October 23, 2025, the Company issued 34,619 shares of common stock to Pacific Pier pursuant to its notice of conversion of $ 73,032.40

in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about November 3, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $ 190,790 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

or about November 10, 2025, the Company issued 34,861 shares of common stock to Pacific Pier pursuant to its notice of conversion of

$ 43,715 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about November 21, 2025, the Company issued 152,000 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 150,951

in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.

or about November 25, 2025, the Company issued 75,132 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 72,164

in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.

or about November 25, 2025, the Company issued 252,884 shares of common stock to Mast Hill pursuant to its conversion of $ 242,890.02

in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.

or about November 26, 2025, the Company issued 1,264,420 shares of common stock to Mast Hill pursuant to its notice of conversion of

$ 1,214,450 in principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 16, 2025.

or about December 1, 2025, the Company issued 195,867 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 188,126

in principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 16, 2025.

or about December 1, 2025, the Company issued 141,009 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 135,436

in principal, interest and fees owed under the Common Stock Purchase Warrant issued on February 16, 2025.

or about December 1, 2025, the Company issued 106,097 shares of common stock to Pacific Pier pursuant to its notice of conversion of

$ 101,904 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about December 5, 2025, the Company issued 272,532 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 261,762

in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.

or about December 11, 2025, the Company issued 105,647 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 93,751

in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.

or about December 19, 2025, the Company issued 11,665 True-up shares of common stock to Lucas Ventures, LLC pursuant to a security purchase

agreement dated May 19, 2025.

or about December 24, 2025, the Company issued 913,842 shares of Company common stock with an investor pursuant to a subscription agreement

for $ 395,328 .

or about December 24, 2025, the Company issued 461,631 shares of Company common stock with an investor pursuant to a subscription agreement

for $ 199,702 .

or about December 29, 2025, the Company issued 194,527 shares of Company common stock with an investor pursuant to a subscription agreement

for $ 84,152 .

of December 31, 2025, the Company has issued 152,861 shares for the conversion of Series E Preferred shares, with a total value of $ 858,177

year-to-date.

January 2, 2026, the Company issued 242,140 shares of common stock to Pacific Pier pursuant to its conversion of $ 103,000

of the principal and $ 1,809

of interest owed under the convertible promissory note issued

to Pacific Pier on April 4, 2025.

On January 16, 2026, the Company issued 131,187 shares

as the final payment of a note to Firstfire Global Opportunities Fund LLC.

On February 11, 2025, the Company entered into a consulting

agreement as a condition to the agreement, the Company issued 25,000 shares of Common Stock to the consultant.

faces the risk of Nasdaq delisting due to the Company’s failure to hold an annual meeting within 12 months of the end of

the Company’s fiscal year ended December 31, 2023.

As a result, as of January 8, 2025, the Company has 45 calendar days, or until

February 24, 2025, to submit a plan to Nasdaq to regain compliance.

The Company intends to hold its annual meeting as

soon as practicable.

In that regard, the Company plans to complete and file its Form 10-K for the fiscal year ended December 31, 2024,

on or about by the end of March 2025.

Subsequently, the Company plans to file a preliminary proxy on about April 17, 2025 and hold its

annual meeting before June 3, 2025.

As such, Staff has determined to grant the Company an extension until June 3, 2025, to regain compliance

with the Rule.

Nasdaq require

listed securities to maintain a minimum bid price of $1 per share.

Based upon the closing bid price for the last 30 consecutive business

days prior to November 4, 2024, the Company no longer meets this requirement.

However, the Rules also provide the Company a compliance

period of 180 calendar days in which to regain compliance.

If at any time during this 180-day period the closing bid price of the Company’s

security is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide a written confirmation of compliance,

and this matter will be closed.

In the event the Company does not regain compliance, the Company may be eligible for additional time .

of common stock to Pacific Pier pursuant to its conversion of $ 83,000 of the principal and $ 0 of interest owed under the convertible promissory

note issued to Pacific Pier on April 22, 2025.

On January 21, 2026, the Company issued 307,038 shares

of common stock to First Fire pursuant to its conversion of $ 120,750 of the principal and $ 12,075 of interest owed under the convertible

promissory note issued to Pacific Pier on July 18, 2025.

On January 29, 2026, the Company issued 132,694

shares of common stock to Pacific Pier pursuant to its conversion of $ 85,000 of the principal and $ 0 of interest owed under the convertible

promissory note issued to Pacific Pier on April 22, 2025.

Party Transactions

or about July 1, 2025, Company subsidiary Herbert YF Global Holding Limited entered into a Consulting Agreement (the “Linkage Consulting

Agreement”) with Linkage International Limited (the “Consultant”), a Hong Kong company and one of the Company’s

investors from the Company’s May 6, 2025, private placement, pursuant to which the Company had sold in the aggregate 715,447 shares

of Company common stock at a price of $ 6.15 per share (on a split-adjusted basis), for aggregate gross proceeds of $ 4,400,000 .

to the Consulting Agreement, the Consultant would provide services in connection with the potential acquisition of Ortus Climate Mitigation

LLC’s Italian operations (the “Acquisition Target”), and the Company would pay the Consultant HKD 5,000,000 as a non-refundable

consulting fee, and HKD 25,000,000 as a refundable deposit for the acquisition of the Acquisition Target.

The Consultant has rendered

such acquisition services to the Company, on July 8, 2025, paid the HKD 5,000,000 consulting fee to the Consultant ($ 640,902.52 ), and

between July 10, 2025 and August 22, paid HKD 25,000,000 ($ 3,204,513 ) as a refundable deposit towards the acquisition of the Acquisition

On or about November 18, 2025, the Company and the Consultant entered into an amendment to the Consulting Agreement providing

that if the deposit is not refunded as agreed, the Consultant would ensure that 715,447 shares of Company common stock would be returned

to the Company for cancellation.

July 2022, the Company, through its wholly-owned subsidiary Jiangsu Huanya Jieneng New Energy Co., Ltd.

(“JHJ”), acquired

a 49 % equity interest in Sichuan Hongzuo Shuya Energy Limited (“Shuya”), an entity engaged in pipeline natural gas and compressed

natural gas trading activities in China.

On January 1, 2023, JHJ entered into a Consistent Action Agreement with other shareholders of

Shuya, which resulted in the Company obtaining control over Shuya.

Accordingly, the Company began consolidating Shuya as a variable interest

entity effective January 1, 2023, in accordance with ASC 810.

On January 1, 2024, the Consistent Action Agreement was terminated.

a result, the Company lost control over Shuya and deconsolidated the entity effective January 1, 2024.

The Company recognized a loss

on deconsolidation of $344,889 during the year ended December 31, 2024 and retained its 49% equity investment in Shuya, which was accounted

for under the equity method of accounting pursuant to ASC 323.

On December 12, 2025, the Company completed the disposal of its entire

49% equity interest in Shuya through equity transfer agreements with third parties for total consideration consisting of cash consideration

of approximately $721,929.

The RMB 5 million ($ 702,500 ) loan provided by Shuya to JHJ constitutes a

related-party transaction.

The loan is non-interest-bearing and has a one-year term, from September 26, 2025 through September 26, 2026.

The funds were provided for JHJ’s general business development purposes.

January 12, 2026, the Company entered into a note purchase agreement (the “Filled Purchase Agreement”) with Filled Converge

Limited, a limited liability company formed under the laws of the British Virgin Islands (“Filled”) and Li Xiaoguang (collectively

the “Sellers”), pursuant to which the Company would acquire from the Sellers a HK$ 11,700,000 portion of that certain Convertible

Bond in the original principal amount of HK$ 356,375,000 issued by China Ruifeng Renewable Energy Holdings Limited, a Hong Kong listed

company with the ticker “527.HK,” for a purchase price consisting of US$ 700,000 equivalent in HK$ (the “Cash Purchase

Price”) and 1,932,000 shares of Company common stock (the “Shares”).

$ 500,000 of the Cash Purchase Price was to be

paid immediately, and the balance of the Cash Purchase Price of $ 200,000 was to be paid within 30 days of closing.

The $ 500,000 was paid

in January of 2026, and the $ 200,000 was paid by the issuance of the Noblebear Note described above.

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

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-K/A

Item 8. Financial Statements and Supplementary Data