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on our evaluation under the 2013 Internal Control-Integrated Framework, our chief executive officer and chief financial officer concluded
−Removed: that our internal control over financial reporting was not effective as of December 31, 2024.
−Removed: a lack of sufficient in-house qualified accounting staff;
+Added: that our internal control over financial reporting was not effective as of December 31, 2024 due to the following material weaknesses:
+Added: a lack of sufficient in-house qualified accounting staff with the appropriate level of knowledge and experience in the application of U.S.
+Added: GAAP and SEC financial reporting
+Added: requirements;
inadequate controls and segregation of duties due to limited resources and number of employees;
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require us using consultants;
−Removed: mitigate the items identified in the assessment, we rely heavily on direct management oversight of transactions, along with the use of
−Removed: legal and accounting professionals/consultants.
−Removed: As we grow, we expect to increase the number of employees, which would enable us to implement
−Removed: adequate segregation of duties within the internal control framework.
+Added: ● ineffective
+Added: controls over the review and presentation of financial statement disclosures, including stockholders’ equity account balances,
+Added: roll forwards, and related disclosures, which resulted in errors requiring restatement and amendments to previously issued financial statements.
+Added: Management has implemented and continues to enhance controls and review
+Added: procedures relating to the preparation and review of financial statements and related disclosures, including additional review controls
+Added: over stockholders’ equity rollforwards, account reconciliations, cross-referencing of financial statement disclosures, and financial
+Added: statement presentation.
+Added: In response to the errors identified in connection with the restatement and amendments to previously issued financial
+Added: statements, the Company has implemented enhanced multi-level review procedures designed to improve the accuracy and consistency of stockholders’
+Added: equity balances and related disclosures included in its filings with the SEC.
+Added: The Company also plans to strengthen its accounting and financial reporting function by hiring additional qualified
+Added: accounting personnel with relevant U.S.
+Added: GAAP and SEC reporting experience and continuing to engage external accounting professionals and
+Added: consultants with technical accounting expertise.
+Added: In addition, the Company intends to formalize accounting policies and procedures and
+Added: provide additional training relating to financial reporting and disclosure requirements.
+Added: Management is currently in the process of implementing and testing these enhanced controls and remediation measures
+Added: and expects to continue remediation efforts throughout fiscal year 2025.
+Added: However, the material weaknesses cannot be considered remediated
+Added: until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these
+Added: controls are operating effectively.
+Added: Management continues to perform monitoring and oversight activities as part of the remediation process;
+Added: such activities are not considered sufficient to remediate the identified material weaknesses.
Changes in Internal Control over Financial Reporting
−Removed: have been no other changes in our internal control over financial reporting that occurred during the period covered by this Annual
−Removed: Report on Form 10-K for the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially
−Removed: affect, our internal control over financial reporting.
+Added: than the enhanced review procedures and remediation efforts described above, there have been no other changes in our internal
+Added: control over financial reporting that occurred during the period covered by this Annual Report on Form 10-K for the year ended
+Added: December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
OTHER INFORMATION
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In addition, as part of the agreement Mr.
−Removed: Mahdi was issued 500,000 shares of our
−Removed: common stock, as additional compensation.
+Added: Mahdi was issued 833 shares of our common
+Added: stock, as additional compensation.
March 24, 2023, we entered into an at-will employment agreement with Mr.
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and outstanding as of March 31, 2025.
−Removed: We do not have any outstanding options, warrants exercisable for, or other securities convertible
−Removed: into shares of our common stock within the next 60 days which are deemed beneficially owned by the holder thereof, which are required
−Removed: to be disclosed below.
−Removed: Unless otherwise indicated, the address of each beneficial owner listed in the table below is care of our company,
−Removed: Clean Energy Technologies, Inc., 1340 Reynolds Avenue, Unit 120, Irvine, California, 92614.
+Added: We do not have any outstanding options, warrants exercisable for, or other securities
+Added: convertible into shares of our common stock within the next 60 days which are deemed beneficially owned by the holder thereof, which
+Added: are required to be disclosed below.
+Added: Unless otherwise indicated, the address of each beneficial owner listed in the table below is
+Added: care of our company, Clean Energy Technologies, Inc., 1340 Reynolds Avenue, Unit 120, Irvine, California, 92614.
Name of Beneficial Owners (1)
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All directors and officers as a group
−Removed: Consists of 24,044,101 shares of common stock held by MGW Investment I Limited (“MGWI”).
−Removed: Our CFO and director, Calvin Pang, has voting and investment power with respect to common stock held by MGW Investment I Limited
+Added: of 1,602,940 shares of common stock held by MGW Investment I Limited (“MGWI”).
+Added: Our CFO and director, Calvin Pang, has
+Added: voting and investment power with respect to common stock held by MGW Investment I Limited
of 154,503 shares of common stock held by the Kambiz and Bahareh Mahdi Living Trust, and deemed to be beneficially owned by our CEO
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of subsidiaries of the Company (included as Exhibit 21.1 to Form 10-K filed on April 17, 2023).
+Added: Consent of the Independent Audtior
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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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.