Clean Energy Technologies, Inc. 10-K/A

Item 8. Financial Statements and Supplemental Data. CLEAN ENERGY TECHNOLOGIES, INC. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 FINANCIAL STATEMENT TABLE OF CONTENTS Page Report of independent registered public accounting firm (PCAOB ID NO. 0 5854 ) 49 Consolidated Balance Sheets as of December 31, 2024 (Restated) and 2023 (Restated) 52 Consolidated Statement of Operations and Other Comprehensive Income for the years ended December 31, 2024 (Restated) and 2023 (Restated) 53 Consolidated Statements of Stockholders Equity for the years ended December 31, 2024 (Restated) and 2023 (Restated) 54 Consolidated Statements of Cash flows for the years ended December 31, 2024 (Restated) and 2023 (Restated) 55 Footnotes to the Consolidated Financial Statements 56 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Clean Energy Technologies, Inc. Opinion on the Financial Statements We 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. Going Concern The accompanying financial statements, as restated, have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, as restated, 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 as restated do not include any adjustments that might result from the outcome of this uncertainty. Restatement of the 2024 and 2023 financial statements As 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 matter. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 49 Revenue Recognition for Performance Obligations Satisfied Over Time Description of the Critical Audit Matter: As discussed in Note 2 to the consolidated financial statements, recognizing revenue from Engineering, Procurement, and Construction (EPC) agreement(s) is based on reasonable measures of progress toward complete satisfaction of the performance obligation. How the Critical Audit Matter Was Addressed in the Audit: The related audit effort in evaluating management’s judgments in determining revenue recognition for these agreements was extensive and required a high degree of auditor judgment. Our audit procedures related to evaluating the Company’s accounting for revenue recognized from these revenue agreements, among others: ● We 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. ● We 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. ● We 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. ● We evaluated whether billing methods were aligned with the satisfaction of performance obligations guidance under revenue recognition accounting principles generally accepted in the United States. ● We verified whether costs under the input method directly contributed to the completion of the performance obligation based on audit evidence. ● We tested the accuracy and completeness of management’s calculations based on supporting data and audit evidence. Deconsolidation of Shuya and Change to Equity Method to Consolidation in 2024 Description of the Critical Audit Matter: As described in Note 15, effective January 1, 2024, the Company determined that Shuya is no longer a variable interest entity of JHJ as a result of the removal of Consistent Action Agreements so we begin to deconsolidate Shuya on January 1, 2024 and change from consolidation in 2023 to equity method in 2024. How the Critical Audit Matter Was Addressed in the Audit: We identified the Company’s enterprise value and consideration paid as a critical audit matter because of the significant estimates and assumptions management used in the estimate of the acquisition date fair value, including forecasts of future revenues and expenses and the selection of the discount rates. Auditing management’s forecasts of future revenues and expenses as well as the selection of the discount rates involved a high degree of auditor judgment and increased audit effort, including the use of our valuation specialists, as changes in these assumptions could have a significant impact on the value of the purchase consideration. Our audit procedures consisted of the following, among others: ● We 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. ● We 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. ● We 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. 50 ● We assessed the reasonableness of management’s cash flow forecasts based on historical results, revenue growth assumptions and expected inflation. ● We performed independent calculations to test the reasonableness and mathematical accuracy of the fair values concluded by the Company. ● We evaluated the qualifications of the Company’s third-party valuation expert based on credentials, reputation and experience. ● We assessed the appropriateness of the disclosures in the consolidated financial statements. Impairment of Goodwill and Indefinite-Lived Assets Description of the Critical Audit Matter: As described in Note 2 and further in Note 6 to the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of December 31, or more frequently if events or circumstances indicate that the asset may be impaired. For the Company’s intangible assets, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset’s carrying value. At December 31, 2024, the total carrying value of the Company definite and indefinite-lived intangible asset was approximately $ 1.8 million. How the Critical Audit Matter was Addressed in the Audit: We determined the assessment of the fair values of the Goodwill and LWL Intangibles as a critical audit matter due to complex and highly judgmental due to the significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant assumptions such as forecasted revenues, margin and an overall discount rate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions, adverse changes to management’s estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment charges. Our audit procedures consisted of the following, among others: ● We 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. ● We compared significant assumptions to current industry, market and economic trends, and to the Company’s historical results. ● We 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. /s/ TAAD, LLP We have served as the Company’s auditor since 2023. Diamond Bar, California April 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 51 Clean Energy Technologies, Inc. Consolidated Balance Sheets December 31, 2024 (Restated) December 31, 2023 (Restated) Assets Current Assets: Cash $ 62,101 $ 89,625 Accounts receivable - net 8,389 459,008 Accounts receivable – related party 1,947,131 491,774 Accounts receivable 1,947,131 491,774 Advance to Supplier 195,575 485,430 Deferred Offering Costs 127,494 11,000 Due from related party 112,000 - Loan Receivables 230,464 200,826 Inventory 497,003 666,413 Total Current Assets 3,180,157 2,404,076 Property and Equipment - Net 2,913 4,530 Goodwill 747,976 747,976 LWL Intangibles 1,468,709 1,468,709 Investment Heze Hongyuan Natural Gas co. 741,700 762,273 Long Term Investment - Shuya 485,889 - Investment to Guangyuan Shuxin New Energy Co. 229,064 286,106 Investments 229,064 286,106 Long-term financing receivables - net - 217,584 Contract assets 619,779 566,626 Advance to Supplier - Prepayment 548,000 563,200 License 354,322 354,322 Patents 82,910 91,817 Right of use asset - long term 166,727 245,975 Other Assets 56,125 67,133 Total Non Current assets 5,504,114 5,376,251 Assets from discontinued operations - 2,386,762 Total Assets $ 8,684,271 $ 10,167,089 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,509,782 $ 506,535 Accounts payable – related party - 87,420 Accrued Expenses 465,199 451,285 Customer Deposits 172,061 307,236 Warranty Liability 100,000 100,000 Warrant Liability 78,148 - Deferred Revenue 33,000 33,000 Derivative Liability - - Facility Lease Liability - current 130,483 117,606 Line of Credit 662,804 626,033 Convertible Notes Payable (net of discount of $ 117,917 and $ 70,056 respectively) 3,094,577 1,934,956 Notes payables 403,943 - Related Party Notes Payable 8,250 - Notes Payable 8,250 - Total Current Liabilities 6,658,247 4,164,071 Long-Term Debt: Facility Lease Liability - long term 38,125 128,480 Accrued Dividend 90,754 47,904 Total Long-Term Debt 128,879 176,384 Liabilities from discontinued operations - 860,958 Total Liabilities $ 6,787,126 $ 5,201,413 Stockholders’ Equity Common stock, $ .001 par value; 133,333,333 shares authorized; 3,022,103 and 2,610,164 shares issued and outstanding as of December 31, 2024 and 2023 respectively (retroactively adjusted to reflect the 1-for-15 reverse stock split effective October 6, 2025 — see Note 2) 3,022 2,610 15% Series E Convertible preferred stock, $ .001 par value; 3,500,000 shares authorized; 756,139 and 2,199,387 shares issued and outstanding as of December 31, 2024 and 2023, respectively 756 2,199 Preferred stock, value 756 2,199 Additional paid-in capital 30,631,493 28,288,163 Accumulated Other Comprehensible Income ( 257,396 ) ( 196,827 ) Accumulated deficit ( 28,480,730 ) ( 23,887,685 ) Total Stockholders’ Equity attributable to Clean Energy Technologies, Inc. 1,897,145 4,208,460 Non-controlling interest - 757,216 Total Stockholders’ Equity 1,897,145 4,965,676 Total Liabilities and Stockholders’ Equity $ 8,684,271 $ 10,167,089 The accompanying footnotes are an integral part of these financial statements 52 Clean Energy Technologies, Inc. Consolidated Statements of Operations for the years ended December 31, 2024 Restated 2023 Restated Sales $ 1,373,481 $ 6,283,358 Sales -related party 1,051,178 410,486 Total revenue 2,424,659 6,693,844 Cost of Goods Sold 1,578,104 6,233,009 Gross Profit 846,555 460,835 General and Administrative General and Administrative expense 1,015,102 679,004 Salaries 1,906,701 1,570,909 Travel 185,876 247,124 Professional Fees 578,937 356,785 Facility lease and Maintenance 285,823 310,004 Consulting 195,640 196,301 Depreciation and Amortization 8,907 26,692 Total Expenses 4,176,986 3,386,819 Net Loss from Operations ( 3,330,431 ) ( 2,925,984 ) Other Income 12,583 79,082 Change in derivative liability - 326,539 Change in FV of warrant liability 26,596 - Investment loss from Shuya ( 125,148 ) - Loss on debt settlement and write down 8,135 ( 1,124,654 ) Interest Income 57,011 48,595 Interest and Financing fees ( 1,199,042 ) ( 2,137,649 ) Net Loss before income taxes ( 4,550,296 ) ( 5,734,071 ) Income Tax Expense - - Net loss before non-controlling interest from continuing operations ( 4,550,296 ) ( 5,734,071 ) Net income before non-controlling interest from discontinued operation - 273,077 Net loss before non-controlling interest from continuing operations ( 4,550,296 ) ( 5,460,994 ) Income Tax Expense - ( 22,173 ) Net Loss ( 4,550,296 ) ( 5,483,167 ) Net income attributable to non-controlling interest - 127,961 Net loss attributable to Clean Energy Technologies, Inc. ( 4,550,296 ) ( 5,611,128 ) Accumulative other comprehensive income Foreign Currency Translation Loss ( 60,569 ) ( 36,155 ) Total Comprehensible Loss $ ( 4,610,865 ) $ ( 5,647,283 ) Per Share Information: Basic and diluted weighted average number of common shares outstanding 2,880,367 2,563,194 Net Loss per common share basic and diluted ( 1.60 ) ( 2.19 ) Reflected the 1-for-15 reverse split effective on October 06, 2025. See Note 02. The accompanying footnotes are an integral part of these financial statements 53 Clean Energy Technologies, Inc. Consolidated Statements of Stockholders Equity December 31, 2024 (Restated) and 2023 (Restated) Description Shares Amount Shares Amount Amount Capital Income Deficit Interest Totals Common Stock .001 Par Preferred Stock Shares Common Stock to be issued Additional Paid in Accumulated Other Comprehensive Accumulated Deficit Non - Controlling Stock holders’ Equity Description Shares Amount Shares Amount Amount Capital Loss (Restated) Interest Totals December 31, 2022 (reported) * 2,478,325 $ 2,478 - $ - $ - $ 19,312,926 $ ( 160,672 ) $ ( 17,276,536 ) $ - $ 1,878,196 Correction of errors Beginning Balance - - - - - - - ( 952,117 ) - - December 31, 2022 (restated) 2,478,325 2,478 - - - 19,312,926 ( 160,672 ) ( 18,228,653 ) - 926,079 Warrants issued in conjunction for debt - - - - - 609,619 - - - 609,619 Warrants issued for services - - - - - 76,100 - - - 76,100 Shares issued for S-1 Registration 65,000 65 - - - 3,899,935 - - - 3,900,000 Offering cost - - - - - ( 805,445 ) - - - ( 805,445 ) Shares issued for rounding 250 - - - - - - - - - Shares for Pacific Pier and Firstfire conversion 4,282 4 - - - ( 8 ) - - - ( 4 ) Shares issued for Debt Conversion 18,507 19 - - - 666,231 - - - 666,250 Accumulated Other Comprehensive Loss - - - - - - ( 36,155 ) - ( 21,696 ) ( 57,851 ) Fair value of NCI from acquisition of Shuya - - - - - - - - 650,951 650,951 Shares issued for warrant conversion 41,133 41 - - - 987,162 - - - 987,203 Reclassification of derivative liabilities due to note repayment - - - - - 261,639 - - - 261,639 Shares based compensation 2,667 3 - - - 71,997 - - - 72,000 Shares issued for Series E preferred - - 2,199,387 2,199 - 3,208,007 - - - 3,210,206 Series E preferred dividend - - - - - - - ( 47,904 ) - ( 47,904 ) Net Loss - - - - - - - ( 5,611,128 ) 127,961 ( 5,483,167 ) December 31, 2023 (restated) 2,610,164 2,610 2,199,387 2,199 - 28,288,163 ( 196,827 ) ( 23,887,685 ) 757,216 4,965,676 Balance 2,610,164 2,610 2,199,387 2,199 - 28,288,163 ( 196,827 ) ( 23,887,685 ) 757,216 4,965,676 Shares issued for stock compensation 3,667 4 - - - 62,246 - - - 62,250 Shares issued for debt inducement 16,333 16 - - - 194,531 - - - 194,547 Shares issued for subscription 224,233 224 - - - 2,085,277 - - - 2,085,501 Shares issued for series E preferred conversion 167,706 168 ( 1,443,248 ) ( 1,443 ) 1,276 - - - 1 Value of the warrants issued for Mast Hill - - - - - - - - - Accumulated Comprehensive - - - - - ( 60,569 ) - - ( 60,569 ) Deconsolidation of Shuya - - - - - - - - ( 757,216 ) ( 757,216 ) Accrued Series E preferred dividend - - - - - - - ( 42,749 ) - ( 42,749 ) Net Loss - - - - - - - ( 4,550,296 ) - ( 4,550,296 ) December 31, 2024 (restated) 3,022,103 $ 3,022 756,139 $ 756 $ - $ 30,631,493 $ ( 257,396 ) $ ( 28,480,730 ) $ - $ 1,897,145 Balance 3,022,103 $ 3,022 756,139 $ 756 $ - $ 30,631,493 $ ( 257,396 ) $ ( 28,480,730 ) $ - $ 1,897,145 * Reflected the 1-for-15 reverse split effective on October 6, 2025. See Note 02 The accompanying footnotes are an integral part of these financial statements 54 Clean Energy Technologies, Inc. Consolidated Statements of Cash Flows for the years ended December 31, 2024 Restated 2023 Restated Cash Flows from Operating Activities: Net loss including non-controlling interest ( 4,550,296 ) ( 5,611,128 ) Net Income from discontinued operations - 250,904 Net loss from continuing operations ( 4,550,296 ) ( 5,862,033 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 10,423 26,859 Stock compensation expense 62,250 148,100 Noncash investment income from Shuya ( 170,047 ) - Loss on deconsolidation of Shuya 344,889 - Loss (gain) on debt settlement - 1,124,654 Bad debt expense 217,584 - Amortization of debt discount 222,351 846,682 Deferred offering expense ( 11,750 ) - Change in derivative liability - ( 326,539 ) Change in FV of warrant liability ( 26,596 ) (Increase) decrease in right of use asset 78,541 ( 88,615 ) (Increase) decrease in lease liability ( 76,848 ) 59,650 (Increase) decrease in accounts receivable 17,142 301,226 (Increase) decrease in accounts receivable – related party ( 1,021,880 ) ( 534,651 ) (Increase) decrease in prepayments 336,740 ( 526,148 ) (Increase) decrease in contract asset ( 53,153 ) ( 48,595 ) (Increase) decrease in other assets 49,847 706,117 (Increase) decrease in inventory 38,441 ( 469 ) (Decrease) increase in accounts payable 1,003,248 ( 273,057 ) (Decrease) increase in accrued interest 184,185 26,771 Other (Decrease) increase in accrued expenses ( 70,732 ) 352,645 Other (Decrease) increase in other payables - related party - ( 709,751 ) Other (Decrease) increase in customer deposits ( 145,290 ) 87,339 Net cash used in continuing operations ( 3,560,951 ) ( 4,689,815 ) Net cash used in discontinued operations - ( 93,262 ) Net Cash Used In Operating Activities ( 3,560,951 ) ( 4,783,077 ) Cash Flows from Investing Activities Investment to Guangyuan Shuxin New Energy Co. 50,040 ( 286,918 ) Purchase of intangible assets - ( 90 ) Purchase of fixed assets - ( 4,621 ) Loan receivables 111,200 - Net cash used in continuing operations 161,240 ( 291,629 ) Net cash used in discontinued operations ( 26,973 ) Cash Flows Used In Investing Activities 161,240 ( 318,602 ) Cash Flows from Financing Activities Proceeds from notes payable and lines of credit 1,893,254 2,399,835 Proceeds from warrants exercised - 987,204 Due from related party ( 112,000 ) - Loan to Rongjun - 84,720 Payments on notes payable and line of credit ( 492,851 ) ( 1,675,535 ) Stock issued for cash 2,085,500 3,094,555 Net cash provided by continuing operations 3,373,903 4,890,779 Net cash provided by discontinued operations - 205,704 Cash Flows Provided By Financing Activities 3,373,903 5,096,483 Foreign Currency Transaction ( 1,717 ) 30,776 Net (Decrease) Increase in Cash and Cash Equivalents ( 27,525 ) 25,580 Cash and Cash Equivalents at Beginning of Period 89,625 149,272 Cash and Cash Equivalents at End of Period 62,101 174,852 Analysis of balances of cash and cash equivalents Cash and Cash equivalents 62,101 89,625 Cash and equivalents included in discontinued operations - 85,254 Total 62,101 174,881 Supplemental Cashflow Information: Interest Paid $ 268,668 $ 257,149 Supplemental Non-Cash Disclosure Discount on new notes $ 239,871 $ 239,800 Shares issued for warrants $ - $ 261,639 Shares issued for preferred conversions $ - $ 3,210,206 Shares issued for debt conversions $ - $ 666,250 Warrants issued in conjunction for convertible notes payable $ - $ 609,617 Dividend accrued $ 42,751 $ - The accompanying footnotes are an integral part of these financial statements 55 Clean Energy Technologies, Inc. Notes to Consolidated Financial Statements NOTE 1 – GENERAL Corporate History We were incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc. We redomiciled to Nevada in April 2005 under the name Probe Manufacturing, Inc. We manufactured electronics and provided services to original equipment manufacturers (OEMs) of industrial, automotive, semiconductor, medical, communication, military, and high technology products. On September 11, 2015, Clean Energy HRS, or “CE HRS”, our wholly owned subsidiary acquired the assets of Heat Recovery Solutions from General Electric International. In November 2015, we changed our name to Clean Energy Technologies, Inc. Our common stock is listed on the Nasdaq Markets under the symbol “CETY.” Our internet website address is www.cetyinc.com. The information contained on our websites are not incorporated by reference into this document, and you should not consider any information contained on, or that can be accessed through, our website as part of this document. The Company has four reportable segments: Clean Energy HRS (HRS) and CETY Europe, CETY Renewables waste to energy business unit, the Engineering and Manufacturing services division and CETY Hong Kong. Going Concern 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. Plan of Operation Our mission is to be a leader in the zero-emission revolution by providing eco-friendly energy solutions, clean energy fuels, and alternative electric power for small to mid-sized projects across North America, Europe, and Asia. The company harnesses the power of heat and biomass to produce electricity with zero emissions and minimal cost. Additionally, the company offers Waste to Energy Solutions, converting waste materials from manufacturing, agriculture, and wastewater treatment plants into electricity and biochar. Clean Energy Technologies also provides engineering, consulting, and project management solutions, leveraging its expertise to develop clean energy projects for both municipal and industrial customers, as well as Engineering, Procurement, and Construction (EPC) companies. Our principal businesses Heat Recovery Solutions – Clean Energy Technologies patented frictionless, lubricant and maintenance free magnetic bearing turbine Clean Cycle Generator (CCG) is a heat recovery system that captures waste heat from various sources and converts it into electricity. This system can be integrated into various industrial processes, helping to reduce energy costs and carbon emissions. Waste to Energy Solutions – Clean Energy Technologies’ waste to energy solutions involve decomposing organic waste materials, such as agricultural waste and food waste at high temperatures into clean energy through its proprietary gasification technology that produce a range of products, including electricity, heat, and biochar. Engineering, Consulting and Project Management Solutions – Clean Energy Technologies offers engineering and manufacturing services to help clients bring their sustainable energy products to market. This includes design, prototyping, testing, and production services. Clean Energy Technologies’ expertise in engineering and manufacturing enables it to provide customized solutions to meet clients’ specific needs. 56 CETY HK Clean Energy Technologies (H.K.) Limited (“CETY HK”) consists of two business ventures in mainland China:(i) our natural gas (“NG”) trading operations sourcing and suppling NG to industries and municipalities. NG is principally used for heavy truck refueling stations and urban or industrial users. We purchase large quantities of NG from large wholesale NG depots at fixed prices which are prepaid for in advance at a discount to market. We sell the NG to our customers at prevailing daily spot prices for the duration of the contracts; and (ii) our planned joint venture with a large state-owned gas enterprise in China called Shenzhen Gas (Hong Kong) International Co. Ltd. (“Shenzhen Gas”),, acquiring natural gas pipeline operator facilities, primarily located in the southwestern part of Sichuan Province and portions of Yunnan Province. Our planned joint venture with Shenzhen Gas plans to acquire, with financing from Shenzhen Gas, natural gas pipeline operator facilities with the goal of aggregating and selling the facilities to Shenzhen Gas in the future. According to our Framework Agreement with Shenzhen Gas, we will be required to contribute $ 8 million to the joint venture. The terms of the joint venture are subject to the execution of definitive agreements. NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES : A summary of significant accounting policies of Clean Energy Technologies, Inc. (formerly Probe Manufacturing, Inc.) is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. Cash and Cash Equivalents We maintain most of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 , (which we may exceed from time to time) per commercial bank. For the purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. Credit losses On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1, 2023. The Company’s account receivables, prepayments, other receivables and other current assets in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, creditworthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses. Accounts Receivable Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves 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 nil . 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. Seven (7) customers accounted for approximately 98 % of accounts receivable on December 31, 2024. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant. Four (4) customers accounted for approximately 98 % of accounts receivable on December 31, 2023. Our trade accounts primarily represent unsecured receivables. 57 Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of December 31, 2024 we had a reserve of $ 934,344 vs. reserve of $ 934,344 as of December 31, 2023. Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: SCHEDULE OF ESTIMATED USEFUL LIVES Furniture and fixtures 3 to 5 years Equipment 5 to 10 years Long – Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets with finite lives, and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group asset group exceeds its fair value based on discounted cash flow analysis or appraisals. There was no impairment of long-lived assets for the periods ended December 31, 2024 and 2023. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). Performance Obligations Satisfied Over Time FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10 An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: a. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). 58 Performance Obligations Satisfied at a Point in Time FASB ASC 606-10-25-30 If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following: a. The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition, a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met) The following five steps are applied to achieve that core principle for our HRS and CETY Europe Divisions: ● Identify the contract with the customer ● Identify the performance obligations in the contract ● Determine the transaction price ● Allocate the transaction price to the performance obligations in the contract ● Recognize revenue when the company satisfies a performance obligation The following steps are applied to our legacy engineering and manufacturing division: ● We generate a quotation ● We receive Purchase orders from our customers. ● We build the product to their specification ● We invoice at the time of shipment ● The terms are typically Net 30 days The following step is applied to our CETY HK business unit: ● CETY HK is primarily responsible for fulfilling the contract / promise to provide the specified good or service. A principal obtains control over any one of the following (ASC 606-10-55-37A): a. A good or another asset from the other party which the entity then transfers to the customer. Note that momentary control before transfer to the customer may not qualify. b. A right to a service to be performed by the other party, which gives the entity the ability to direct that party to provide the service to the customer on the entity’s behalf. c. A good or service from the other party that it then combines with other goods or services in providing the specified good or service to the customer. If the entity obtains control over one of the above before the good or service is transferred to a customer, the entity could be considered a principal. 59 Additionally, the above five steps are applied to achieve core principle for our CETY Renewables Division: Because the CETY Renewables division is presently engaged in the Engineering, Procurement, and Construction (EPC) of biomass power facilities, CETY Renewables has developed a process of executing EPC Agreements with customers for this work. In contracting these engagements, CETY Renewables recognizes revenue according to accounting standards in accordance with ASC 606. In recognizing this revenue, CETY Renewables first identifies the relevant contract with its customer according to 606-10-25-1. ● The entities, together known as the Parties, approved the contract in writing, through signatures and commitment to the performance of permitting, design, procurement, construction, and commissioning. ● CETY’s work product includes permits, engineering designs, equipment, and full balance of plant specific to permitting, design, procurement, construction, and commissioning. ● CETY and customer agree to a total EPC Contract price. ● The contract has commercial substance. The risk associated with this EPC Agreement is that payment of the EPC contract price. ● Per the EPC Agreement, CETY expects to collect substantially all of the consideration for its goods and services. Secondly, CETY identifies the performance obligations of the Parties in performance of the EPC Agreement in accordance with 606-10-25-14. At contract inception, CETY assesses the goods and services necessary to deliver the facility in accordance with its agreement with clients. The agreement specifically laid out all deliverables necessary to achieve the permitting, design, procurement, construction, and commissioning. CETY also looks at 606-10-25-14(A). A bundle of goods or services is also present, in that CETY is delivering all work products associated with permitting, design, procurement, construction and commissioning of a commercially operable biomass power plant. A biomass power plant is a distinct bundle of goods or services, so the individual goods or services on their own do not lend themselves to a fully integrated or functional system. CETY in accordance with 606-10-32-1, CETY reviews measurement of the performance obligations. There is no exclusion of any amount of the Contract Price due to constraints associated with 606-10-31-11 through 606-10-32-13. In review of 606-10-32-2A, CETY did not exclude measurement from the measurement of the transaction price any taxes assessed by a government authority as no such taxes will be due. In reviewing 606-10-32-3, CETY evaluated the nature, timing, and amount of consideration promised, and whether it impacts the estimate of the transaction price. Finally, in identifying a single method of measuring progress for each performance obligation satisfied over time, in accordance with 606-10-25-32, CETY applies the methodology of 606-10-25-36. CETY adopted and implemented the input method for revenue recognition in accordance with ASC 606-10-25-33. The company adopts the input method for implementation. CETY recognizes revenue for performance obligations on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation per 606-10-55-20. For CETY, the contracts with clients for the construction of biomass power plants are the basis for revenue recognition. In each separate EPC Agreement, the performance obligations include permitting, design, procurement, construction, and commissioning of the plant. All of these work products satisfy Section 606-10-25-27(b) as these work products create or enhance an asset under customer’s control. Upon delivery of the work product, the customer takes control of the work products and has full right and ability to direct the use of and obtain substantially all of the remaining benefits of the assets. We recognize revenue over time, using timeline and milestone methods to measure progress towards complete satisfaction of the performance obligation. During the complexity and duration of the biomass power plant construction projects, CETY will recognize revenue over time, consistent with the criteria for over-time recognition under ASC 606. This approach reflects the continuous transfer of documents, permits, and the equipment over to the customer, which is characteristic of long-term construction contracts. We have a list of appropriate measures of progress: This is based on milestones achieved, among other measures. Given the long-term nature of the projects, CETY regularly reviews and, if necessary, updates its estimates of progress towards completion, transaction price, and the allocation of the transaction price to performance obligations. Also, from time to time our contracts state that the customer is not obligated to pay a final payment until the units are commissioned, i.e. a final payment of 10 %. As of December 31, 2024 and 2023 we had $ 33,000 and $ 33,000 of deferred revenue, which is expected to be recognized in the second quarter of year 2025. Also from time to time we require upfront deposits from our customers based on the contract. As of December 31, 2024 and 2023, we had outstanding customer deposits of $ 172,061 and $ 307,236 respectively. 60 Fair Value of Financial instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility of 56 % and using a risk free interest rate of 0.15 % The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, accrued expenses, and convertible notes payable. The estimated fair value of cash, prepaid expenses, investments, accounts payable, accrued expenses and convertible notes payable approximate their carrying amounts due to the short-term nature of these instruments. Foreign Currency Translation and Comprehensive Income (Loss) We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. The accounts of the Company’s Chinese entities are maintained in RMB. The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from foreign currency transactions are reflected in the statements of operations. The Company follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income (loss) and all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders. 61 Change from fair value or equity method to consolidation. In July 2022, JHJ, a wholly owned subsidiary of CETY HK and other three shareholders agreed to form and make total capital contribution of RMB 20 million ($ 2.81 million) with latest contribution due date in February 2066 into Sichuan Hongzuo Shuya Energy Limited (“Shuya”), JHK owns 20 % of Shuya. In August 2022, JHJ purchased 100 % ownership of Sichuan Shunengwei Energy Technology Limited (“SSET”) for $ 0 , who owns 29 % of Shuya; Shunengwei is a holding company and did not have any operations nor made any capital contribution into Shuya as of the ownership purchase date by JHJ; Right after the ownership purchase of SSET, JHJ ultimately owns 49 % of Shuya. Shuya was set up as the operating entity for pipeline natural gas (PNG) and compressed natural gas (CNG) trading business, while the other two shareholders of Shuya have large supply relationships. For the year ended December 31, 2022, the Company has determined that Shuya is not a VIE and has evaluated its consolidation analysis under the voting interest model. Because the Company does not own greater than 50% of the outstanding voting shares, either directly or indirectly, it has accounted for its investment in Shuya under the equity method of accounting. Under this method, the investor (“JHJ”) recognizes its share of the profits and losses of the investee (“Shuya”) in the periods when these profits and losses are also reflected in the accounts of the investee. Any profit or loss recognized by the investing entity appears in its income statement. Also, any recognized profit increases the investment recorded by the investing entity, while a recognized loss decreases the investment. JHJ made an investment of RMB 3.91 million ($ 0.55 million) into Shuya during the 12 months ended December 31, 2022 recorded in accordance with ASC 323. Shuya had a net loss of approximately $ 10,750 during the year ending December 31, 2022, of which approximately $ 5000 was allocated to the company, reducing the investment by that amount. However, effective January 1, 2023, JHJ, SSET and Chengdu Xiangyueheng Enterprise Management Co., Ltd (“Xiangyueheng), who is the 10 % shareholder of Shuya, entered a Three-Parties Consistent Action Agreement, wherein these three shareholders (or three parties) will guarantee that the voting rights will be expressed in the same way at the shareholders’ meeting of Shuya to consolidate the controlling position of the three parties in Shuya. The three parties agree that within the validity period of this agreement, before the party intends to propose the motions to the shareholders or the board of directors on the major matters related to the voting rights of the shareholders or the board of directors, the three parties internally will discuss, negotiate and coordinate the motion topics for consistency; in the event of disagreement, the opinions of JHJ shall prevail. As a result of Consistent Action Agreement, the Company re-analyzed and determined that Shuya is the variable interest entity (“VIE”) of JHJ because 1) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, and 2) Shuya is structured with disproportionate voting rights, and substantially all of the activities are conducted on behalf of an investor with disproportionately few voting rights. Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The Company concluded JHJ is deemed the primary beneficiary of the VIE. Accordingly, the Company consolidates Shuya effective on January 1, 2023. The change of control interest was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification, referred to as ASC, 805, Business Combinations. The management determined that the Company was the acquiror for financial accounting purposes. In identifying the Company as the accounting acquiror, the companies considered the structure of the transaction and other actions contemplated by the Three-Parties Consistent Action Agreement, relative outstanding share ownership and market values, the composition of the combined company’s board of directors, the relative size of Shuya, and the designation of certain senior management positions of the combined company. In accordance with ASC 805, the Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the Acquisition Date. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill will be tested for impairment when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies. The valuation of purchase considerations was based on preliminary estimates that management believes are reasonable under the circumstances. 62 As the Consistent Action Agreement did not quantify any considerations to gain the control, the deemed consideration paid is the fair value of 51 % non-controlling interest as of January 1, 2023. The following table summarizes the fair value of the consideration paid and the fair value of assets acquired, and liabilities assumed on January 1, 2023, the acquisition date. SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED Fair value of non-controlling interests $ 650,951 Fair value of previously held equity investment 556,096 Subtotal $ 1,207,047 Recognized value of 100% of identifiable net assets ( 1,207,047 ) Goodwill Recognized $ - Recognized amounts of identifiable assets acquired and liabilities assumed (preliminary): Inventories $ 516,131 Cash and cash equivalents 50,346 Trade and other receivables 952,384 Advanced deposit 672,597 Net fixed assets 6,704 Trade and other payables ( 1,021,897 ) Advanced payments ( 5,317 ) Salaries and wages payables ( 4,692 ) Other receivable 40,791 Total identifiable net assets $ 1,207,047 Under ASC-805-10-50-2, initial consolidation of an investee previously reported using fair value or the equity method should be accounted for prospectively as of the date the entity obtained a controlling financial interest. Therefore, the Company should provide pro forma information as if the consolidation had occurred as of the beginning of each of the current and prior comparative reporting period per Under ASC-805-10-50-2, initial consolidation of an investee previously reported using fair value or the equity method should be accounted for prospectively as of the date the entity obtained a controlling financial interest. Therefore, the Company should provide pro forma information as if the consolidation had occurred as of the beginning of each of the current and prior comparative reporting period per On January 1, 2024, and effective on the same date, JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted Action Agreement (the “Termination Agreement”), pursuant to which the parties released each other from any and all obligations under the CAA. Due to the Termination Agreement, the Company now holds less than 50 % of the voting rights in Shuya. The Company analyzed whether Shuya should be consolidated under ASC 810 and determined Shuya is no longer required to be consolidated on January 1, 2024 after the execution of the Termination Agreement. Accordingly, the Company will not consolidate Shuya into its consolidated financial statements on or after January 1, 2024. Net (Loss) per Common Share 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. At December 31, 2024, we had outstanding common shares of 3,022,103 used in the calculation of basic earnings per share. Basic 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 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. 63 Research and Development We had no amounts of research and development R&D expense during the year ended December 31, 2024 and 2023. Segment Disclosure FASB Codification Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has four reportable segments: Manufacturing & Engineering services, Clean Energy HRS (HRS), CETY HK NG Trading, and CETY Renewables Waste to Energy. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Refer to note 1 for a description of the various product categories manufactured under each of these segments. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, other charges (income), net and interest and other, net. SCHEDULE OF FINANCIAL DATA 2024 2023 For the years ended December 31, 2024 (Restated) 2023 (Restated) Net Sales Manufacturing and Engineering $ 9,341 $ 47,091 Heat Recovery Solutions 158,141 497,584 NG Trading 1,192,420 5,719,170 Waste to Energy 1,064,757 429,999 Discontinued operations - 8,419,619 Total Sales $ 2,424,659 $ 15,113,463 Segment income and reconciliation before tax Manufacturing and Engineering 7,806 ( 16,199 ) Heat Recovery Solutions 15,160 157,178 LNG Trading ( 6,195 ) ( 35,378 ) Waste to Energy 829,784 355,234 Discontinued operations - 629,419 Total Segment income 846,555 1,090,254 Less: operating expense ( 4,176,986 ) ( 3,386,819 ) Less: operating expense from discontinued operations - ( 358,843 ) Less: other income and expenses ( 1,219,865 ) ( 2,808,087 ) Less: other income and expenses from discontinued operations - 2,501 Net (loss) before income tax $ ( 4,550,296 ) $ ( 5,460,994 ) December 31, 2024 (Restated) December 31, 2023 (Restated) Total Assets Manufacturing and Engineering $ 2,568,869 $ 2,607,917 Heat Recovery Solutions 2,041,013 4,003,495 Waste to Energy 1,648,324 486,572 LNG Trading 2,426,065 3,069,105 Total Assets $ 8,684,271 $ 10,167,089 The following table represents revenue by geographic area based on the sales location of our products and solutions: SCHEDULE OF REVENUE BY GEOGRAPHIC AREAS BASED ON SALES LOCATION OF OUR PRODUCTS 2024 2023 For the years ended December 31, 2024 2023 United States 1,232,238 905,057 China include discontinued operation: $ 8,419,619 1,192,421 14,138,789 Other international - 69,617 Total Sales 2,424,659 6,693,844 64 Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation ), which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black-Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets the requirements of SFAS No. 123R; however, the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility. For the “risk-free interest rate,” we use the Constant Maturity Treasury rate on 90-day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the Company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20-trading-day average. At the time of grant, the share-based compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates. We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. As of December 31, 2024, we had no further non-vested expense to be recognized. Leases The Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to be accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. Income Taxes Federal Income taxes are not currently due since we have had losses since inception of Clean Energy Technologies. 65 On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2024 using a Federal Tax Rate of 21% and an estimated state of California rate of 9%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As 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 $ ( 8,452,200 ) . 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. On February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $ 907,388 in exchange for the issuance of 7,561,567 restricted shares of the Corporation’s common stock, par value $ .001 per share (the “Common Stock”). On February 13,2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $ 939,500 with an interest rate of 10 % per annum interest rate and a maturity date of February 13, 2020 . The CVL Note is convertible into shares of Common Stock at $ 0.12 per share, as adjusted as provided therein. This note was assigned to MGW Investments. This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2018. The Company is current on its federal and state tax returns. 66 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. Recently Issued Accounting Standards The Company’s management reviewed all recently issued ASU’s not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s consolidated financial condition or the results of its operations. Deferred Stock Issuance Costs Deferred stock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement. During the year ended December 31, 2024, $ 127,494 and $ 11,000 as of December 2023 of deferred stock issuance costs will be capitalized and will be recognized upon the funding of the offering during the year 2025. NOTE 3 – ACCOUNTS AND NOTES RECEIVABLE SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE December 31, 2024 (Restated) December 31, 2023 (Restated) Accounts Receivable $ 8,389 $ 459,008 Accounts Receivable - RP 1,947,131 491,774 Less reserve for uncollectable accounts - - Total $ 1,955,520 $ 950,782 Our Accounts Receivable is pledged to Nations Interbanc, our line of credit. SCHEDULE OF LEASE RECEIVABLE ASSET December 31, 2024 (Restated) December 31, 2023 (Restated) Long-term receivables $ 217,584 $ 217,584 Less reserve for uncollectable accounts ( 217,584 ) - Net Long-term receivables - 217,584 T he Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of December 31, 2024 any collection on the lease payments was not yet considered probable, resulting in no derecognition of the underlying asset and no net lease investments recognized on the sales-type lease pursuant to ASC 842-30-25-3. On a contract-by-contract basis or in response to certain situations or installation difficulties, the Company may elect to allow non-interest bearing repayments in excess of 1 year. Our long - term financing Receivable are pledged to Nations Interbanc, our line of credit. NOTE 4 – INVENTORY Inventories by major classification were comprised of the following at: SCHEDULE OF INVENTORIES December 31, 2024 December 31, 2023 Inventory $ 1,431,347 $ 1,600,757 Less reserve for obsolescence parts ( 934,344 ) ( 934,344 ) Total $ 497,003 $ 666,413 Our Inventory is pledged to Nations Interbanc, our line of credit. 67 NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment were comprised of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2024 December 31, 2023 Property and Equipment $ 1,434,743 $ 1,436,593 Accumulated Depreciation ( 1,431,830 ) ( 1,432,063 ) Net Fixed Assets $ 2,913 $ 4,530 Our Depreciation Expense for the years ended December 31, 2024 and 2023 was $ 8,907 and $ 26,692 respectively. Our Property Plant and Equipment is pledged to Nations Interbanc, our line of credit. NOTE 6 – INTANGIBLE ASSETS Intangible assets were comprised of the following at: SCHEDULE OF INTANGIBLE ASSETS December 31, 2024 December 31, 2023 Goodwill $ 747,976 $ 747,976 LWL Intangibles 1,468,709 1,468,709 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization-Patents ( 107,879 ) ( 98,972 ) Net Intangible Assets $ 2,653,917 $ 2,662,824 As of December 31, 2024, the Company reports intangible assets totaling $ 2,653,917 , compared to $ 2,662,824 as of December 31, 2023. As of both December 31, 2024, and December 31, 2023, goodwill amounted to $ 747,976 . The Company classifies goodwill as having an indefinite life, and as such, it is not amortized but is subject to annual impairment testing. The Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The useful life of goodwill is considered indefinite due to the continued potential to generate economic benefits from the business acquired. The Company conducts impairment testing based on projected future cash flows of the acquired business and other relevant factors. The LWL Investment balance of $ 1,468,709 as of both December 31, 2024, and December 31, 2023, is classified as having an indefinite life. This classification is based on the nature of the investment, which is expected to provide continued economic benefits without a foreseeable end date. The Company conducts an annual review to assess whether this classification remains appropriate, including evaluating the investment’s ability to generate cash flows and the continued support of the investment’s carrying value. The License balance remained unchanged at $ 354,322 for both 2024 and 2023. The License is considered to have a finite life, and as such, it is subject to amortization over its estimated useful life. The Company estimates the useful life of the License based on the legal term and any other relevant factors, such as the expected technological obsolescence or the duration of the agreement. The amortization of this asset is reflected in the Company’s financial statements. The Patents balance, after amortization, was $ 82,910 as of December 31, 2024, and $ 91,817 as of December 31, 2023. Patents are classified as having a finite life and are amortized over their expected useful life, typically based on the legal protection period, which is generally 20 years from the filing date, or the expected period of the patent’s utility. The Company evaluates the carrying value of patents regularly to ensure that their estimated useful life and amortization period remain appropriate. Amortization expense for the period pertains to the systematic allocation of the cost of patents over their estimated useful lives. Our Amortization Expense for the years ended December 31, 2024 and 2023 was $ 8,907 and 26,692 respectively. Based on the foregoing analysis of the facts surrounding the Company’s acquisition of LWL, it is the Company’s position that the Company is the acquirer of LWL, under the acquisition method of accounting. As such, as of November 8, 2021 (the acquisition date), the Company recognized, separately from goodwill, the identifiable assets acquired and the liabilities assumed in the Business combination. The following table presents the purchase price allocation: SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION Consideration: Total purchaser consideration – cash paid $ 1,500,000 Assets acquired: Cash and cash equivalents $ 6,156 Prepayment $ 13,496 Other receivable $ 28,718 Trading Contracts $ 146,035 Shenzhen Gas Relationship $ 1,314,313 Total assets acquired $ 1,508,718 Liabilities assumed: Advance Receipts $ ( 8,539 ) Taxes Payable $ ( 179 ) Net Assets Acquired: $ 1,500,000 If LWL had reached USD 5 million in revenue or net profit of USD 1 million by December 31, 2023, then based on the performance contingency there will be issuance of 500,000 shares of CETY to the Seller. The performance contingencies were not met. Since the performance metrics were clearly defined and objectively not met, the contingency is considered extinguished and no accrual is warranted. 68 NOTE 7 – CONVERTIBLE NOTE RECEIVABLE Effective January 10, 2022, JHJ (“note holder”) entered a convertible note agreement with Chengdu Rongjun Enterprise Consulting Co., Ltd (“Rongjun” or “the borrower”) with maturity on January 10, 2025 . The maturity date of the note was subsequently extended from January 10, 2025, to January 10, 2027. Under this convertible note, JHJ lent RMB 5,000,000 ($ 0.69 million) to Rongjun with annual interest rate of 12 %, calculated from the Issuance Date until all outstanding interest and principal is paid in full. The Borrower may pre-pay principal or interest on this Note at any time prior to the maturity date, without penalty. JHJ has the right to convert this note directly or indirectly into shares or equity interest of Heze Hongyuan Natural Gas Co., Ltd (“Heze”) equal to 15 % of Heze’s outstanding Equity Interest. Rongjun owns 90 % of Heze. During the year end December 31, 2024, JHJ recorded $ 56,700 interest income accrued from 2022 from this note, the accrual of interest income ceased in October 2022. The bondholders also have the option to convert accrued but unpaid interest into the principal amount of the convertible note. NOTE 8 – ACCRUED EXPENSES SCHEDULE OF ACCRUED EXPENSES December 31, 2024 December 31, 2023 Accrued Wages $ 78,221 $ 94,954 Sales tax payable 15,014 47,631 Accrued Taxes and other 371,964 308,700 Total Accrued Expenses $ 465,199 $ 451,285 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 . per 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 2024 2023 Year Ended December 31, 2024 2023 Fair value-beginning of period $ 104,744 $ - Change in fair value ( 26,596 ) - Fair value-end of period $ 78,148 $ - NOTE 10 – NOTES PAYABLE All 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 On November 11, 2013, we entered into an accounts receivable financing agreement with American Interbanc (now Nations Interbanc). Amounts outstanding under the agreement bear interest at the rate of 2.5 % per month. It is secured by the assets of the Company. In addition, it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of December 31, 2024, the outstanding balance was $ 662,804 compared to $ 626,033 at December 31, 2023. On April 1, 2021, we entered into an amendment to the purchase order financing agreement with DHN Capital, LLC dba Nations Interbanc. Nations Interbanc has lowered the accrued fees balance by $ 275,000.00 as well as the accrual rate to 2.25 % per 30 days. As a result, CETY has agreed to remit a minimum monthly payment of $ 50,000 by the final calendar day of each month. The balance of this debt as of December 31, 2024, is 662,804 . During 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 ASC 860. 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. Accordingly, 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. Legal 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. On 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. On 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. 69 Convertible Notes Payable, Net On May 6, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P. (“Mast Hill”) pursuant to which the Company issued to Mast Hill a $ 750,000 Convertible Promissory Note, due May 6, 2023 for a purchase price of $ 675,000.00 plus an original issue discount in the amount of $ 75,000 , and an interest rate of fifteen percent ( 15 %) per annum. Mast Hill Fund is entitled to purchase 15,625 shares of common stock per the warrant agreement at the exercise price of $ 24 . The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration rights. This note has been amended on September 10, 2024 and the principal balance and accrued interest of this as of December 31, 2024 was $ 1,019,384 . On September 16, 2022, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company issued to Mast Hill a $ 300,000 Convertible Promissory Note, due September 16, 2023 for a purchase price of $ 270,000 plus an original issue discount in the amount of $ 30,000 , and an interest rate of fifteen percent ( 15 %) per annum. Mast Hill Fund is entitled to purchase 6,250 shares of common stock per the warrant agreement at the exercise price of $ 24 . The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration rights. Mast Hill converted their warrant on April 18, 2023. This note has been amended on September 10, 2024, and the principal balance and accrued interest of this as of December 31, 2024, was $ 391,356 . On December 26, 2022, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company issued to Mast Hill a $ 123,000 Convertible Promissory Note, due December 26, 2023 for a purchase price of $ 110,700 plus an original issue discount in the amount of $ 12,300 and an interest rate of fifteen percent ( 15 %) per annum. Mast Hill Fund is entitled to purchase 2,562 shares of common stock per the warrant agreement at the exercise price of $ 24 . The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration rights. The principal balance and accrued interest of this as of November 8, 2023 was $ 138,923 . This note was converted into Series E preferred shares of CETY. On January 19, 2023, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company issued to Mast Hill a $ 187,000 Convertible Promissory Note, due January 19, 2024 for a purchase price of $ 168,300 plus an original issue discount in the amount of $ 18,700 and an interest rate of fifteen percent ( 15 %) per annum. Mast Hill Fund is entitled to purchase 3,896 shares of common stock per the warrant agreement at the exercise price of $ 24 . The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration rights. The principal balance and accrued interest of this as of November 8, 2023 was $ 209,517 . This note was converted into Series E preferred shares of CETY. On March 8, 2023, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company issued to Mast Hill a $ 734,000 Convertible Promissory Note, due March 8, 2024 , for a purchase price of $ 660,600 plus an original issue discount in the amount of $ 73,400 and an interest rate of fifteen percent ( 15 %) per annum. Mast Hill Fund is entitled to purchase 24,467 shares of common stock per the warrant agreement at the exercise price of $ 24 . The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration rights. The principal balance and accrued interest balance of this as of November 8, 2023 was $ 807,601 . This note was converted into Series E preferred shares of CETY. On July 20, 2023, the Company closed the transactions contemplated by the Securities Purchase Agreement with Mast Hill, dated July 18, 2023, pursuant to which the Company issued to Mast Hill a $ 556,000 Convertible Promissory Note, due July 18, 2024 for a purchase price of $ 500,400 plus an original issue discount in the amount of $ 55,600 , and an interest rate of fifteen percent ( 15 %) per annum. The principal and interest of the Note may be converted in whole or in part at any time on or following the issue date, into common stock of the Company, par value $ .001 share (“Common Stock”), subject to anti-dilution adjustments and for certain other corporate actions subject to a beneficial ownership limitation of 4.99 % of Mast Hill and its affiliates. The per share conversion price into which principal amount and accrued interest may be converted into shares of Common Stock equals $ 90.00 , subject to adjustment as provided in the Note. Upon an event of default, the Note will become immediately payable and the Company shall be required to pay a default rate of interest of 15 % per annum. At anytime prior to an event of default, the Note may be prepaid by the Company at a 150 % premium. The Note contains customary representations, warranties and covenants of the Company. The principal balance and accrued interest balance of this as of November 8, 2023 was $ 581,363 . This note was converted into Series E preferred shares of CETY. On October 13, 2023, the company entered into a promissory note with Diagonal in the amount of $ 197,196 with an interest rate of 10 % per annum and a default interest rate of 22% per annum . This note is due in full on August 15, 2024 and has mandatory monthly payments of $ 21,692 . The note had an OID of $ 21,128 and was recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into shares of common stock of the company. This note is convertible, but not until a contingent event of default has taken place, none of which has occurred as of the date of this filing. This note was paid off on August 15, 2024 and the balance on this note as of December 31, 2024, was zero . 70 On November 17, 2023, the Company entered into a promissory note with Diagonal in the amount of $ 261,450 with an interest rate of 10 % per annum and a default interest rate of 22% per annum . This note is due in full on September 30, 2024 and has mandatory monthly payments of $ 28,760 . The note had an OID of $ 28,013 and was recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into shares of common stock of the company. This note is convertible, but not until a contingent event of default has taken place, none of which has occurred as of the date of this filing. The balance on this note was paid off as of December 31, 2024. On November 30, 2023, the Company entered into a promissory note with Diagonal in the amount of $ 136,550 with an interest rate of 10 % per annum and a default interest rate of 22% per annum . This note is due in full on September 30, 2024 and has mandatory monthly payments of $ 15,021 . The note had an OID of $16,700 and was recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into shares of common stock of the company. This note is convertible, but not until a contingent event of default has taken place, none of which has occurred as of the date of this filing. The balance on this note as of November 30, 2024 was zero . On December 19, 2023, the Company entered into a promissory note in the amount of $ 92,000 with an interest rate of 10 % per annum and a default interest rate of 22% per annum . This note is due in full on October 30, 2024 and has mandatory monthly payments of $ 10,120 . The note had an OID of $ 12,000 and was recorded as finance fee expense. In the event of the default, at the option of the Investor, the note may be converted into shares of common stock of the company. This note is convertible, but not until a contingent event of default has taken place, none of which has occurred as of the date of this filing. The balance on this note as of December 31, 2024 was zero . On January 3, 2024, the Company entered into a securities purchase agreement with FirstFire, pursuant to which the Company agreed to issue and sell to FirsFire the promissory note of the Company in the principal amount of $ 143,750 , which amount is the $ 125,000 actual amount of the purchase price plus an original issue discount in the amount of $ 18,750 . The Note is convertible into shares of common stock of the Company at a fixed price of $ 24 , par value $ 0.001 per share upon the terms and subject to the limitations and conditions set forth in such Note. This principal and the interest balance of this note was paid off on March 5, 2024. As a condition to the sale of the Note, the Company issued to the FirstFire 667 shares of Common Stock. On the closing date, the Buyer shall further withhold from the Purchase Price (i) a non-accountable sum of $ 5,000 to cover the FirstFire’s legal fees and (ii) a sum of $ 7,188 to cover the Company’s fees owed to Revere Securities LLC, a registered broker-dealer, in connection with this transaction. The balance on this note as of December 31, 2024 was $ 0 . On February 2, 2024, the Company entered into a securities purchase agreement with Coventry Enterprises LLC, a Delaware limited liability company Coventry pursuant to which the Company agreed to issue and sell to the Buyer the promissory note of the Company in the principal amount of $ 92,000 , which amount is the $ 80,000 actual amount of the purchase price plus an original issue discount in the amount of $ 10,120 . This note is due in full on November 30, 2024. As a condition to the sale of the Note, the Company issued to the Coventry 1,333 shares of Common Stock. The Note is convertible into shares of common stock at a fixed price of $ 24 of the Company, par value $ 0.001 per share, upon the terms and subject to the limitations and conditions set forth in such Note. The note was paid off as of December 1, 2024 and balance on this note as of December 31, 2024 was $ 0 . On March 4, 2024, the Company entered into a securities purchase agreement with FirstFire, pursuant to which the Company agreed to issue and sell to the FirstFire the promissory note of the Company in the principal amount of $ 280,500 , which amount is the $ 255,000 actual amount of the purchase price plus an original issue discount in the amount of $ 25,500 . This note is due in full on February 28, 2025. The Note is convertible into shares of common stock at a fixed price of $ 24 of the Company, par value $ 0.001 per share, upon the terms and subject to the limitations and conditions set forth in such Note. As a condition to the sale of the Note, the Company issued to the Buyer 1,333 shares of Common Stock. On the closing date, the FirstFire shall further withhold from the Purchase Price (i) a non-accountable sum of $ 6,000 to cover the Buyer’s legal fees and (ii) a sum of $ 5,563 to cover the Company’s fees owed to Revere Securities LLC, a registered broker-dealer, in connection with this transaction. The balance on this note as of December 31, 2024 was $ 84,150 . 71 On June 21, 2024, Vermont Renewable Gas LLC (“VRG”), a Vermont limited liability company in which the Company retains 49 % equity interest, entered into a loan agreement with FPM Development LLC, a Nevada limited liability company, and Evergreen Credit Facility I LLP, a Nevada limited liability partnership (collectively, the “Lenders”), pursuant to which the Lenders agreed to loan to VRG the principal amount of $ 12 million, to be disbursed in tranches based on agreed-upon milestones, for the construction of a waste-to-biogas generation facility. The term of the loan is two (2) years from the date of the first disbursement and shall mature at the end of the said two (2) years. The Loan shall bear interest on the amount outstanding at a rate equal to the 12-month Secured Overnight Financing Rate (SOFR) as published by the Federal Reserve Bank of New York plus 4.75 % per annum. Under the Loan Agreement, the $ 12 million loan shall be secured by (i) two contracts of VRG and (ii) a corporate guarantee provided by the Company pursuant to which the Company agreed to absolutely and unconditionally guarantees, on a continuing basis, to the Lenders the prompt payment to the Lenders when due at maturity all of VRG’s liabilities and obligations under the Loan Agreement. Under the Loan Agreement, the Lenders may also convert up to 30% of the amount of the loan disbursed into shares of common stock of the Company, at the exercise price of 15% discounted value of the then-current share price of the common stock of the Company. AMEC Business Advisory Pte. Ltd., a company incorporated in Singapore (the “AMEC”) may assume or acquire up to 50% of the total loan amount under the Loan Agreement, and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition to a pro-rata portion of the 30% conversion right. FPM Development is in default and there was no balance owed as of December 31, 2024. On August 22, 2024, the Company entered into a securities purchase agreement with Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), pursuant to which the Company agreed to issue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 180,960 for a purchase price of $ 156,000 plus an original issue discount in the amount of $ 24,960 . The Note provides for a one-time interest charge of thirteen percent ( 13 %) of the principal amount equal to $ 23,524 . The Company shall make nine (9) payments, each in the amount of $ 22,720 to Diagonal. The first payment shall be due on September 30, 2024 with eight (8) subsequent payments due on the 30th day of each month thereafter, the note is due in full on May 31, 2025. Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default (the “Event of Default”) into common stock of the Company, par value $ 0.001 per share, at the conversion price of $ 15 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Diagonal and its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The balance on this note as of December 31, 2024, was $ 136,333 . On September 2, 2024, the Company entered into a securities purchase agreement with Coventry pursuant to which the Company agreed to issue and sell to Coventry a convertible promissory note of the Company in the principal amount of $ 92,000 for a purchase price of $ 80,000 plus an original issue discount in the amount of $ 12,000 . The Note provides for a one-time interest charge of ten percent (10%) of the principal amount equal to $9,200. The Company shall make ten (10) payments, each in the amount of $10,120 to Coventry. The first payment shall be due on October 1, 2024 with nine (9) subsequent payments due on the 1st day of each month thereafter, this note is due in full on July 30, 2025. Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. The Company will issue 1,000 commitment shares of its Common Stock to Coventry in connection with this transaction. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company, par value $ 0.001 per share at the conversion price of $ 24 per share or the per share price of any issuance of the Company’s stock within the 30 days before or after the conversion, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Coventry and its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The balance on this note as of December 31, 2024, was $ 60,720 . On September 10, 2024, the Company, and Mast Hill Fund, L.P., a Delaware limited partnership (“Mast”), entered into (i) an amendment to the promissory note that was issued by the Company to Mast on May 6, 2022, in the original principal amount of $ 750,000 ; and (ii) an amendment to the promissory note that was issued by the Company to Mast on September 16, 2022, in the original principal amount of $ 300,000 (collectively, the “Amendments”). Pursuant to the Amendments, the maturity date of both of the original promissory notes shall be extended to December 31, 2025, and the Company shall pay an extension fee of $ 300,000 in total to Mast at closing. This amount was recorded in the statements of operations as interest expenses, as it was calculated using the applicable default interest rate. On September 10, 2024, the Company entered into a securities purchase agreement with Mast pursuant to which the Company agreed to issue and sell to Mast a convertible promissory note of the Company in the principal amount of $ 612,000 for a purchase price of $ 612,000 . The balance of this note as of December 31, 2024 was $ 835,464 . The Note provides for an interest rate of eight percent (8%) per annum and the maturity date shall be December 31, 2025. Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of sixteen percent (16%) per annum from the due date thereof until the same is paid. On the closing, Mast shall withhold a non-accountable sum of $12,000 from the purchase price to cover Mast’s legal fees in connection with the transaction. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following the issue date of the Note (the “Issue Date”) into common stock of the Company, par value $ 0.001 per share, at the conversion price of $ 37.50 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Mast and its affiliates. If, at any time prior to the full repayment or full conversion of all amounts owed under the Note, the Company and the Company’s majority-owned non-PRC subsidiaries have collectively received cash proceeds of more than $ 1,000,000 (the “Minimum Threshold”) in the aggregate from any source after the Issue Date, including, but not limited to, from payments from customers and the issuance of equity or debt, Mast shall have the right in its sole discretion to require the Company to immediately apply up to 25% (the “Repayment Percentage”) of such proceeds after the Minimum Threshold to repay all or any portion of the outstanding amounts then due under this Note; provided, however, that the Repayment Percentage shall increase to 50% once the Company and the Company’s majority-owned non-PRC subsidiaries have collectively received cash proceeds of more than $ 3,000,000 in the aggregate. 72 On September 30, 2024, the Company entered into a securities purchase agreement with Diagonal, pursuant to which the Company agreed to issue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 150,650 for a purchase price of $ 131,000 plus an original issue discount in the amount of $ 19,650 . The Note provides for a one-time interest charge of thirteen percent (13%) of the principal amount equal to $19,584. The Company shall make nine (9) payments, each in the amount of $18,915 to Diagonal. The first payment shall be due on October 30, 2024 with eight (8) subsequent payments due on the 30th day of each month thereafter. Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company, par value $ 0.001 per share at the conversion price of $ 15 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Diagonal and its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The balance on this note as of December 31, 2024, was $ 132,404 . On October 15, 2024, the Company entered into a securities purchase agreement with Diagonal, pursuant to which the Company agreed to issue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 125,080 for a purchase price of $ 106,000 plus an original issue discount in the amount of $ 19,080 . The Note provides for a one-time interest charge of fifteen percent (15%) of the principal amount equal to $18,762. The Company shall make nine (9) payments, each in the amount of $15,982 to Diagonal. The first payment shall be due on November 15, 2024 with eight (8) subsequent payments due on the 15th day of each month thereafter. Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company, par value $ 0.001 per share, at the conversion price of $ 15 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Diagonal and its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The balance on this note as of December 31, 2024, was $ 111,877 . On November 8, 2024, the Company entered into a securities purchase agreement with Coventry, pursuant to which the Company agreed to issue and sell to Coventry a convertible promissory note of the Company in the principal amount of $101,000 for a purchase price of $ 96,000 plus an original issue discount in the amount of $ 5,000 . The Note is due and payable on December 24, 2024 and provides for a interest rate of 3.94 %, compounded monthly. The Company shall also issue to Coventry 40,000 unregistered shares of its common stock, par value $ 0.001 per share as loan commitment shares in connection with this transaction. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into Common Stock of the Company, subject to a beneficial ownership limitation of 4.99 % of Coventry and its affiliates. The conversion price is the lower of $ 15 per share or the per share price of any issuance of the Company’s stock within the 30 days before or after the conversion, subject to anti-dilution adjustments. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The balance on this note as of December 31, 2024, was $ 101,998 . On November 18, 2024, as stated in the 3 rd quarter of 2024 10Q filed on November 19, 2024, the Company and Mast, entered into an amendment to that certain promissory note originally issued by the Company to Mast on September 9, 2024, in the original principal amount of $ 612,000 . Pursuant to the Amendment, Mast shall pay the purchase price of an additional $ 160,000 on or before November 20, 2024, and the principal balance of the Note shall be increased by $ 160,000 on the date that the Company received the funding from Mast. The balance of this note as of December 31, 2024 was $ 835,464 . On November 29, 2024, the Company entered into a securities purchase agreement with Lucas Ventures, LLC, a Arizona limited liability company, pursuant to which the Company agreed to issue and sell to Lender (i) a convertible promissory note of the Company in the principal amount of $ 105,000 and (ii) 40,000 shares of common stock of the Company, par value $ 0.001 per share, as inducement shares for this transaction, for an aggregate purchase price of $ 100,000 . The Note becomes due and payable on February 28, 2025 and provides for a one-time interest charge of twelve percent ( 12 %) of the principal amount payable on the Maturity Date. The Lender is entitled to convert at any time all or any part of the outstanding and unpaid amount under the Note into Common Stock of the Company, at the conversion price of $ 15 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Lender and its affiliates. The balance on this note as of December 31, 2024, was $ 106,105 . 73 On December 5, 2024, the Company, entered into an equity purchase agreement (the “Equity Line of Credit Agreement”) with Mast, pursuant to which the Investor agreed to provide an equity line of up to Five Million Dollars ($ 5,000,000 ) (the “Maximum Commitment Amount”) to the Company, whereby the Company has the right, but not the obligation, at any time and from time to time during the 24 months from the date of the Equity Line of Credit Agreement (the “Commitment Period”), to issue a notice to the Investor (each a “Put Notice”) which shall specify the amount of registered and freely tradable shares of Common Stock of the Company, par value $ 0.001 per share (the “Put Shares”), that the Company elects to sell to the Investor (each a “Put”), up to an aggregate amount equal to the Maximum Commitment Amount. The purchase price per Put Share shall mean 95% of the lowest traded price of the Company’s Common Stock on any trading day during the pricing period, and the pricing period for each Put will be the 3 trading days immediately after receipt of the Put Shares by the Investor. Each Put Notice shall direct the Investor to purchase Put Shares (i) in a minimum amount not less than $5,000 and (ii) in a maximum amount up to $250,000, provide further that the number of Put Shares in each respective Put shall not exceed 20% of the average trading volume of the Company’s Common Stock during the 5 trading days immediately preceding the date of the Put Notice. There shall be a 1 trading day period between the receipt of the Put Shares and the next Put Notice, subject to acceleration upon a “Volume Event” where the trading volume of the Company’s Common Stock on a trading day exceeds 300% of the total Put Shares of the immediately prior Put Notice. The Company agreed to issue 3,333 shares of Common Stock to the Investor as the “commitment fee” for the Equity Line of Credit Agreement. In addition, the Company issued a purchase warrant to the Investor on December 5, 2024, pursuant to which the Investor is entitled to purchase from 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 two-year anniversary thereof, at an initial exercise price of $ 30 per share, subject to customary anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of the Investor and its affiliates. The Company further agreed that if it issues shares of Common Stock for a consideration per share (or grants options with an exercise price or issues convertible securities with a conversion price) less than a price equal to the exercise price in effect immediately prior to such issuance, then the exercise price of the Warrant shall be reduced to an amount equal to that consideration per share (or exercise price or conversion price). On December 11, 2024, the Company and Mast Hill entered into an amendment to that certain promissory note originally issued by the Company to Mast on September 10, 2024, in the original principal amount of $ 612,000 . Pursuant to the Amendment, Mast shall pay the purchase price of an additional $ 50,000 on or before December 12, 2024, and the principal balance of the Mast Note shall be increased by $ 60,000 on the date that the Company received the funding from Mast. The original issuance and sale of the Mast Note was disclosed through the current report on Form 8-K that was filed with the SEC on September 13, 2024. The balance of this note as of December 31, 2024 was $ 835,464 . On December 12, 2024, the Company entered into a securities purchase agreement with Diagonal, pursuant to which the Company agreed to issue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 93,725 for a purchase price of $ 81,500 plus an original issue discount in the amount of $ 12,225 . A one-time interest charge of fifteen percent ( 15 %) of the principal amount, equal to $ 14,058 , is applied to the principal amount on the issuance date of the Note. The Company shall make six (6) repayments to Diagonal according to the payment schedule set forth in Section 1.2 of the Note, with the last repayment due on September 15, 2025. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company, par value $ 0.001 per share, at the conversion price of $ 15 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Diagonal and its affiliates. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The balance on this note as of December 31, 2024, was $ 107,783 . Total due to Convertible Notes SCHEDULE OF CONVERTIBLE NOTES December 31, 2024 December 31, 2023 Total convertible notes $ 2,649,197 $ 1,697,757 Accrued Interest 492,401 308,216 Debt Discount ( 47,021 ) ( 71,017 ) Total $ 3,094,577 $ 1,934,956 NOTE 11 – COMMITMENTS AND CONTINGENCIES Operating Rental Leases ASB ASU 2016-02 “Leases (Topic 842)” – In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but has been updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We have adopted the above ASU as of January 1, 2019. The right of use asset and lease liability have been recorded at the present value of the future minimum lease payments, utilizing an average borrowing rate and the company is utilizing the transition relief and “running off” on current leases. 74 As of May 1, 2017, our corporate headquarters were located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2017, the Company signed a lease agreement for an 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2017. This lease ended as of November 30, 2023. In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60-day notice for 1,000 Euro per month. Due to the short termination clause, we are treating this as a month-to-month lease. This lease ended as of December 31, 2023. We have relocated our corporate office to 1340 Reynolds Avenue Unit 120, Irvine, CA 92614. On December 1, 2023, the Company signed a lease agreement for a 3000-square foot of office space with Metro Creekside California, LLC. Lease term is thirty-eight months beginning December 1, 2023 and expiring on January 31, 2027. On October 16 of 2023, we signed a sublease agreement to relocate the HRS operations from Costa Mesa to Irvine, California for one year and 7 months commencing December 1, 2023 and ending June 30, 2025. We also signed a temporary storage lease and Due to the short termination clause, we are treating this as a month-to-month lease. On January 30, 2024, JHJ entered into a lease for the office in Chengdu City (“Chengdu lease”), China from January 30, 2024 to February 28, 2026 and has a monthly rent of RMB 28,200 including the VAT. The lease required a security deposit of RMB 77,120 (or $ 10,727 ). The Company received a one-month rent abatement, which was considered in calculating the present value of the lease payments to determine the ROU asset which is being amortized over the term of the lease. The components of lease costs, lease term and discount rate with respect of these two leases with an initial term of more than 12 months are as the following: Balance sheet information related to the Company’s operating leases: SCHEDULE OF OPERATING LEASE COST As of December 31, 2024 As of December 31, 2023 Right-of-used assets 166,727 $ 245,975 Lease liabilities – current 130,483 $ 117,606 Lease liabilities – non-current 38,125 128,480 Total lease liabilities 168,608 $ 246,086 The weighted-average remaining lease term and the weighted-average discount rate of the above two leases are as follows: Year Ended December 31, 2024 Weighted average remaining lease term (years) 1.32 Weighted average discount rate 4.5 - 10.0 % The following is a schedule, by year of lease payment for above two leases as of December 31, 2024: SCHEDULE OF LEASE PAYMENT For the 12 months ending Lease Payment December 31, 2025 134,553 2026 40,642 2027 3,511 Total undiscounted cash flows 178,706 Imputed Interest ( 10,098 ) Present value of lease liabilities $ 168,608 Our lease expense ASC 842 lease for the years ended December 31, 2024 and 2023 was $ 175,700 and $ 11,392 respectively. Our short-term lease for the years ended December 31, 2024 and 2023 was $ 74,567 and $ 298,612 . Severance Benefits Mr. Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater. 75 NOTE 12 – CAPITAL STOCK TRANSACTIONS On 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 financials. On 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. Common Stock Transactions On 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. On January 27, 2023 we issued 250 shares of our common stock due to rounding post the reverse stock split. On March 23, 2023 we sold 65,000 shares of our common stock in an underwritten offering to R.F. Lafferty & CO and Phillip US. The initial public offering price per share is $ 60.00 per share. Net proceeds from this offering was $ 3,094,552 . In the second quarter of 2023, the Company issued 2,667 shares to a consultant at fair value of $ 72,000 . On March 8, 2023 the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill, L.P. (Mast Hill”) pursuant to which the Company issued to Mast Hill the Company issued Mast Hill a five-year warrant to purchase 24,467 shares of common stock in connections with the transactions. On April 18, 2023 Mast Hill exercised the right to purchase 6,250 of the shares of Common Stock (“Warrant Shares”) of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on September 16, 2022. The exercise price is $ 24.00 . The total purchase price was $ 150,000 . On 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, 2023. The exercise price is $ 24.00 per share. The total purchase price was $ 93,501 . 76 On 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. The exercise price is $ 24.00 per share. The total purchase price was $ 61,501 . On June 23, 2023 Mast Hill exercised the right to purchase 1,979 of the Warrant Shares of Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on November 21, 2022. The exercise price is $ 24.00 per share. The total purchase price was $ 47,501 . On 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 is $ 24 per share. The total purchase price was $ 47,501 . On 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 per share. The total purchase price was $ 293,600 . On 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 08, 2022. The exercise price is $ 24 per share. The total purchase price was $ 293,600 . On 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. On 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 1,333 shares of Common Stock. On 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. On 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. On March 15, 2024, the Company and certain Subscribers entered into a subscription agreement pursuant to which the Company agreed to sell up to 133,333 units to the Subscribers for an aggregate purchase price of $ 900,000 , or $ 6.75 per Unit, with each unit consisting of one share of common stock, par value $ .001 per share and a warrant to purchase one share of common stock. The Warrant is exercisable at exercise price of $ 24 per share, expiring one year from the date of issuance. On June 18, 2024, the Company and certain Subscribers entered into a subscription agreement pursuant to which the Company agreed to sell approximately 80,222 units to the Subscribers for an aggregate purchase price of $ 1,083,000 , or $ 13.50 per Unit, with each unit consisting of one share of common stock, par value $ 0.001 per share and a warrant to purchase one share of Common Stock. The Warrant is exercisable at the price of $ 2.00 per share, expiring one year from the date of issuance. During the year ended December 31, 2024, the Company issued 167,706 shares of common stock for conversion of 1,443 Series E Preferred share and zero of common stock for conversion of zero Series E Preferred share. On September 2, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note, the Company issued to the Buyer 1,000 shares (the “Commitment Shares”) of Common Stock. On October 20, 2024, Clean Energy Technologies, Inc., a Nevada corporation, (the “Company”) and certain individual investors (“Subscribers”) entered into a subscription agreement pursuant to which the Company agreed to sell approximately 160,156 units (each a “Unit” and together the “Units”) to the Subscribers for an aggregate purchase price of $ 10,677 , or $ 9.60 per Unit, with each unit consisting of one share of common stock, par value $ 0.001 per share the Common Stock. 77 On 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 2,667 shares (the “Commitment Shares”) of Common Stock. On November 18, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with Mast Hill Fund LP, a Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note, the Company issued to the Buyer 3,333 (pre-reverse split) shares (the “Commitment Shares”) of Common Stock. On November 29, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with Lucas Ventures, 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. On December 23, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”). As a condition to the sale of the Note, the Company issued to the Buyer 3,333 (pre-reverse split) shares (the “Commitment Shares”) of Common Stock. Common Stock Our Articles of Incorporation authorize us to issue 133,333,333 shares of common stock, par value $ 0.001 per share. 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. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights. The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock. Preferred Stock Our Articles of Incorporation authorize us to issue 20,000,000 shares of preferred stock, par value $ 0.001 per share. 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. Unless our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock. We previously authorized 440 shares of Series A Convertible Preferred Stock, 20,000 shares of Series B Convertible Preferred Stock, and 15,000 shares Series C Convertible Preferred Stock. As of August 20, 2006, all series A, B, and C preferred had been converted into common stock. Effective August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of six months. We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500 shares. 78 The following are primary terms of the Series D Preferred Stock. The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one-year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. The Company may elect to redeem the Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to the investors’ right to convert, by providing written notice about its intent to redeem. Each investor has the right to convert the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company. As of the date of this filing there are no preferred D outstanding. On October 31, 2023, Clean Energy Technologies, Inc. (the “Company”) filed with the Nevada Secretary of State a certificate of designation designating 3,500,000 shares of the undesignated and authorized preferred stock of the Company, par value $ 0.001 per share, as the 15 % Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and setting forth the rights, preferences and limitations of such Series E Preferred Stock. The Series E Preferred Stock has a stated value of $ 1.00 (the “Stated Value”) per share. Each holder of the Series E Preferred Stock is entitled to receive dividends payable on the Stated Value of the Series E Preferred Stock at a rate of 15% per annum. The Series E Preferred Stock is convertible at the option of the holder thereof into such number of common stocks of the Company, as is determined by dividing the Stated Value per share plus accrued and unpaid dividends thereon by the conversion price of 80% of the lowest VWAP over the last 5 trading days, subject to a 4.99% beneficial ownership limitation. Each holder of Series E Preferred Stock also enjoys certain voting rights and preferences upon liquidation. On November 8, 2023, the Company entered into an exchange agreement with Mast Hill, pursuant to which the Company agreed to issue to the Holder 2,199,387 shares of the newly designated 15 % Series E Convertible Preferred Stock of the Company, par value $ 0.001 per share (the “Series E Preferred Stock”), in exchange for the outstanding balances and accrued interest of $ 1,955,122 , as of November 8, 2023, under the six promissory notes the Company issued to the Holder from November 2022 to July 2023. Based on the analysis performed by an independent agency, the fair value of the stock, as at the valuation date was $ 3,210,206 . Based on the settlement of $ 1,955,122 , the company has recorded a loss of $ 1,255,084 . The Company has designated the rights of the Holder with respect to its shares of Series E Preferred Stocks pursuant to that certain Certificate of Designations, Preferences, and Rights of Series E Convertible Preferred Stock (the “Certificate of Designation”). Additionally, $ 47,904 of dividend has been accrued but not paid as of December 31, 2023. Warrants 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). A summary of warrant activity for the periods is as follows: On 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 6,696 shares of Common Stock. On 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. On 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 2,208 shares of common stock. 79 On 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 2,074 shares of common stock. On March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 2,074 shares of common stock. On 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 $ 24 . On 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 $ 24 . On 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 . On 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 $ 24 . On 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 $ 24 . 80 On February 13, 2023 we issued 1,780 warrant shares to J.H. Darbie & Co., Inc. according to finder agreement we entered into date April 2022 at the exercise price of $ 225.00 . On 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 12,233 shares of the warrant at the exercise price per share of $ 24 . On March 2023, the company issued Craft Capital Management, L.L.C. and R.F. Lafferty & Co. Inc. a 5 -year 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. On 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. The exercise price is $ 24 per share. The total purchase price was $ 293,600 . On 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 . On 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 . On December 5, 2024, we issued 33,333 warrant shares to Mast Hill Fund in connection with the issuance of equity line of credit agreement at the warrant exercise price of per share of $ 30.00 . SCHEDULE OF WARRANT ACTIVITY Warrants - Common Share Equivalents Weighted Average Exercise price Weighted Average Contract life (years) Aggregate Intrinsic Value Outstanding December 31, 2023 6,624 $ 45.00 3.74 - Expired - - - - Additions 133,333 15.00 0.25 - Additions 80,222 24.00 0.50 - Additions 33,333 30.00 2.00 - Exercised - - - - Outstanding December 31, 2024 253,512 25.35 0.58 - 81 Stock Options We currently have no outstanding stock options NOTE 13 – RELATED PARTY TRANSACTIONS On May 13, 2021, the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, the company established VRG with our partner, Synergy Bioproducts Corporation (“SBC”) The purpose of the joint venture is the development of a pyrolysis plant established to convert wood feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The VRG is in Lyndon, Vermont. Based upon the terms of the members’ agreement, CETY Capital LLC owns a 49 % interest and SBC owns a 51 % interest in VRG. On June 2, 2023, CETY Renewables executed a turnkey agreement with VRG for the design, construction, and delivery of an organics-to-energy plant. As a result of this agreement, CETY invoiced VRG $ 801,086 in 2023 and $ 110,517 in 2024, which have been recorded as related party revenue in the respective periods. CETY Renewables currently has $ 1,556,531 accounts receivable from Vermont Renewable Gas. On June 21, 2024, VRG, a Vermont limited liability company in which the Company retains 49 % equity interest, entered into a loan agreement with FPM Development LLC, a Nevada limited liability company, and Evergreen Credit Facility I LLP, a Nevada limited liability partnership (collectively, the “Lenders”), pursuant to which the Lenders agreed to loan to VRG the principal amount of $ 12 million, to be disbursed in tranches based on agreed-upon milestones, for the construction of a waste-to-biogas generation facility. The term of the loan is two (2) years from the date of the first disbursement and shall mature at the end of the said two (2) years. The Loan shall bear interest on the amount outstanding at a rate equal to the 12-month Secured Overnight Financing Rate (SOFR) as published by the Federal Reserve Bank of New York plus 4.75% per annum. Under the Loan Agreement, the $12 million loan shall be secured by (i) two contracts of VRG and (ii) a corporate guarantee provided by the Company (the “Corporate Guarantee”) pursuant to which the Company agreed to absolutely and unconditionally guarantees, on a continuing basis, to the Lenders the prompt payment to the Lenders when due at maturity all of VRG’s liabilities and obligations under the Loan Agreement. Under the Loan Agreement, the Lenders may also convert up to 30% of the amount of loan disbursed into shares of common stock of the Company, at the exercise price of 15% discounted value of the then-current share price of the common stock of the Company. AMEC Business Advisory Pte. Ltd., a company incorporated in Singapore (the “AMEC”) may assume or acquire up to 50% of the total loan amount under the Loan Agreement and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition to a pro-rata portion of the 30% conversion right. The Lender is currently in default and has been served notice of default. The Lender has failed to disburse the first and second Tranche as outlined in the Milestone Schedule of the Agreement. While the Lender has communicated that they are working to cure this default, the company retains the right to amend the agreement once the cure is completed. NOTE 14 - WARRANTY LIABILITY For the year ended December 31, 2024 and 2023 there was no change in our warranty liability. We estimate our warranty liability based on past experiences and estimated replacement cost of material and labor to replace the critical turbine in the units that are still under warranty. The outstanding balance as of December 31, 2024, and 2023 was $ 100,000 . NOTE 15 – NON-CONTROLLING INTEREST On June 24, 2021 the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, on or about the same time the company established CETY Renewables Ashfield LLC (“CRA”) a wholly owned subsidiary of Ashfield Renewables Ag Development LLC(“ARA”) with our partner, Ashfield AG (“AG”). The purpose of the joint venture was the development of a pyrolysis plant established to convert woody feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The CRA was located in Ashfield, Massachusetts. Based upon the terms of the members’ agreement, the CETY Capital LLC owned 75 % interest and AG owns a 25 % interest in Ashfield Renewables Ag Development LLC. The agreement with CETY Renewables Ashfield was terminated on or about August 29, 2022, and CETY Renewable Ashfield was dissolved. 82 The consolidated financial statements have deconsolidated the CRA business unit. The Liabilities of CRA has been transferred to VRG, a newly formed entity. CETY retains 49 % equity in VRG. On April 2, 2023 the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, the company established VRG with our partner, SBC. The purpose of the joint venture is the development of a pyrolysis plant established to convert wood feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The VRG is in Lyndon, Vermont. Based upon the terms of the members’ agreement, CETY Capital LLC owns a 49 % interest and SBC owns a 51 % interest in Vermont Renewable Gas LLC. The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a VIE. The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from both parties. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 49/51 and the agreement provides for a Management Committee of 3 members. Two of the three members are from Synergy Bioproducts Corporation, and one is from CETY. Both parties do not have substantial capital at risk and CETY does not have voting interest. However, SBC has controlling interest and more board votes therefore SBC is the beneficiary of the VIE and as a result we record it as an equity investment. Accordingly, the Company has elected to account for the joint venture as an equity method investment in accordance with ASC 323 Investments – Equity Method and Joint Ventures. This decision is a result of the company’s evaluation of its involvement with potential variable interest entities and their respective risk and reward scenarios, which collectively affirm that the conditions necessitating the application of the variable interest model are not present. In July 2022 JHJ and other three shareholders agreed to form and make total capital contribution of RMB 20 million ($ 2.81 million) with latest contribution due date in February 2066 into Sichuan Hongzuo Shuya Energy Limited (“Shuya”), JHJ owns 20 % of Shuya. In August 2022 JHJ purchased 100 % ownership of Sichuan Shunengwei Energy Technology Limited (“SSET”) for $ 0 , who owns 29 % of Shuya; Shunengwei is a holding company and did not have any operations nor made any capital contribution into Shuya as of the ownership purchase date by JHJ; right after the ownership purchase of SSET, JHJ ultimately owns 49 % of Shuya. As a result of Consistent Action Agreement entered on December 31, 2022 the Company re-analyzed and determined that Shuya is the variable interest entity (“VIE”) of JHJ, and the Company consolidates Shuya into its consolidated financial statements effective on January 1, 2023. The non-controlling interest of Shuya represents the 41 % equity ownership that is owned by Leishen, and 10 % equity ownership owned by another shareholder. On January 1, 2024 and effective on the same date., JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted Action Agreement (the “Termination Agreement”), pursuant to which the parties release each other from any and all obligations under the CAA. Due to the Termination Agreement, the Company now holds less than 50% of the voting rights in Shuya. The Company has determined that Shuya no longer constitutes a VIE and the Company will not consolidate Shuya into its consolidated financial statements on or after January 1, 2024. 83 NOTE 16 – DECONSOLIDATION OF SUBSIDIARY On January 1, 2024 and effective on the same date., JHJ, SSET and Xiangyueheng entered into the Agreement on the Termination of the Concerted Action Agreement (the “Termination Agreement”), pursuant to which the parties release each other from any and all obligations under the CAA. Due to the Termination Agreement, the Company now holds less than 50% of the voting rights in Shuya. The Company has determined that Shuya no longer constitutes a VIE and the Company will not consolidate Shuya into its consolidated financial statements on or after January 1, 2024. Accordingly, starting January 1, 2024, the Company deconsolidated Shuya. Under ASC 810-10-40-5, deconsolidation of a VIE generally results in recognition of a gain or loss in the income statement. In addition, any retained equity interest or investment in the former subsidiary is measured at fair value as of the date of deconsolidation. The consideration for deconsolidating Shuya is $ 0 , the Company used the discounted cash flow method to evaluate the fair value of Shuya and determined that the fair value of the retained equity interest and noncontrolling interest was lower than their carrying amounts. As a result, the Company recognized a loss from the deconsolidation of Shuya. The Company recalculated the fair value of Shuya as of January 1, 2024 using the income approach at $ 360,560 and recorded a loss of $ 125,148 from deconsolidation of Shuya for the twelve months ended December 31, 2024. The following table summarizes the carrying value of the assets and liabilities of Shuya at December 31, 2023. SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES AND RESULTS OF OPERATIONS TO DISCONTINUED OPERATIONS Cash $ 85,226 Accounts receivable 164,744 Advance to supplier-prepayment 317,557 Advance to supplier-related party 466,914 Due from related party 752,066 Inventory 308,481 Total current assets 2,094,988 Fixed assets, net 74,158 Intangible assets, net 12,914 Right of use assets 207,995 Total non-current assets 295,067 Total assets 2,390,055 Accounts payable $ 41,503 Accounts payable-related party 315,361 Tax payable 13,225 Due to related party-existing companies 103,939 Customer deposits 45,074 Accrued expense 135,087 Facility lease liability-current 229,201 Total current liabilities 883,390 Facility lease liability-long term 81,506 Total liabilities 964,896 84 The following table shows the results of operations relating to discontinued operations Shuya for the years ended December 31, 2023, respectively. 2023 TWELVE MONTHS ENDED DECEMBER 31, No discontinued operations included 2023 Revenues $ 8,419,619 Cost of goods sold 7,790,200 Gross profit 629,419 Operating expenses Selling 352,954 General and administrative 5,889 Total operating expenses 358,843 Income from operations 270,576 Other income 2,501 Income before income tax 273,077 Income tax 22,173 Income before noncontrolling interest 250,904 Less: income attributable to noncontrolling interest 127,961 Net gain to the Company $ 122,943 NOTE 17 – INCOME TAX CETY Europe CETY Europe is one of the Company’s subsidiaries in Italy, and is subject to 24 % corporate income tax rate. Hong Kong CETY HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD 2 million of assessable profits is 8.25 % and assessable profits above HKD $ 2 million will continue to be subject to the rate of 16.5 % for corporations in Hong Kong, effective from the year of assessment 2023/2024. CETY HK did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. PRC Under the Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25 % EIT rate while preferential tax rates, tax holidays, and even tax exemption may be granted on case-by-case basis. From January 1, 2022 to December 31, 2024, small and low-profit enterprises with annual taxable income exceeding RMB 1 million but not more than RMB 3 million, the actual income to be taxed will be at 25 % of annual taxable income, and the corporate income tax is paid at the rate of 20 %. The current PRC EIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by the PRC tax authorities, for example, will be subject to a 5% withholding tax rate. There were no provisions for income tax for CETY HK. 85 The provision for income tax consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAX 2024 2023 For the year ended December 31, 2024 2023 Current income tax expense $ - $ 22,173 Deferred income tax expense - Total income tax expense $ - $ 22,173 The following table reconciles the statutory tax rate to the Company’s effective tax rate: SCHEDULE OF RECONCILIATION OF STATUTORY TAX RATE 2024 2023 For the year ended December 31, 2024 2023 Federal statutory tax expense (benefit) ( 21.00 )% ( 21.00 )% State Statutory ( 5.82 )% ( 6.80 )% Tax rate difference 2.54 % 0.10 % Permanent difference 0.13 % 0.20 % Change in valuation allowance 24.15 % 27.90 % Effective tax rate 0.00 % 0.40 % The components of deferred tax assets (liabilities) are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2024 (Restated) 2023 (Restated) As of December 31, 2024 (Restated) 2023 (Restated) Deferred tax: Allowance for doubtful accounts - - Net operating loss (“NOL”) carrying forwards 8,462,315 7,154,235 Operating lease liabilities, net of right of use assets 2,014 - Warrant liabilities 21,866 - Total deferred tax assets, net 8,486,195 7,154,235 Less: valuation allowance ( 8,452,200 ) ( 7,149,841 ) Total deferred tax assets, net $ 33,995 $ 4,394 Deferred tax liability: License and Patents $ 33,995 $ - Operating lease liabilities, net of right of use assets 4,394 Deferred tax liability, net of deferred tax assets $ - $ - The Company evaluates its valuation allowance requirements at the end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carry forward period available under applicable tax law. As of December 31, 2024, the Company’s PRC operating entities had $ 0.78 million net operating loss that can be carried forward to offset future taxable income for five years from the year the loss is incurred; the Company’s US parent had $ 34.21 million net operating loss that can be carried forward, for federal income tax purposes, NOLs arising in tax years beginning after 2017 may only reduce 80% of a taxpayer’s taxable income and may be carried forward indefinitely; for California income tax purposes, the entire NOL of $ 13.67 million can be carried forward up to 20 years; the Company’s Italy operating entity had $ 112,435 net operating loss that can be carried forward indefinitely to offset future taxable income, losses arising in the first three years of activity can be offset with 100% of taxable income, after that, tax losses can only be offset with taxable income for an amount not exceeding 80% of the taxable income. As of December 31, 2024 due to uncertainties surrounding future utilization on these NOLs, the Company recorded valuation allowance of $ 8.26 million, respectively, against the deferred tax assets based upon management’s assessment as to their realization. As of December 31, 2024 and 2023, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expense if any; however, there were no such interest and penalties as of December 31, 2024 and 2023. NOTE 18 – THE STATUTORY RESERVES The Company’s ability to pay dividends primarily depends on it receiving funds from its subsidiaries. PRC laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of the subsidiary’s retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with US GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries. In accordance with the PRC Regulations on Enterprises with Foreign Investment and their articles of association, a foreign-invested enterprise (“FIE”) established in the PRC is required to provide statutory reserves, which are appropriated from net profit as reported in the FIE’s PRC statutory accounts. An FIE is required to allocate at least 10 % of its annual after-tax profit to the surplus reserve until such reserve reaches 50 % of its respective registered capital based on the FIE’s PRC statutory accounts. Appropriations to other funds are at the discretion of the BOD for all FIEs. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. Additionally, shareholders of an FIE are required to contribute capital to satisfy the registered capital requirement of the FIE. Until such contribution of capital is satisfied, the FIE is not allowed to repatriate profits to its shareholders, unless otherwise approved by the State Administration of Foreign Exchange. 86 Additionally, in accordance with the Company Laws of the PRC, a domestic enterprise is required to provide surplus reserve at least 10% of its annual after-tax profit until such reserve has reached 50 % of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to have a discretionary surplus reserve, at the discretion of the BOD, from the profits determined in accordance with the enterprise’s PRC statutory accounts. Appropriation to such reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. Technology was established as domestic enterprises and therefore are subject to the above-mentioned restrictions on distributable profits. As a result of these PRC laws and regulations that require annual appropriations of 10 % of after-tax income to be set aside prior to payment of dividends as general reserve fund, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company as a dividend. In addition, according to Administrative Measures for the Collection and Utilization of Enterprise Work Safety Funds issued by the PRC Ministry of Finance and the State Administration of Work Safety, for the companies with dangerous goods production or storage, the company is required to make a special reserve for the use of enhancing and improving its safe production conditions. Under PRC GAAP, the reserve is recorded as selling expense; however, under US GAAP, since the expense has not been incurred and the Company will record cost of sales for safety related expenses when it is actually happened or incurred, this special reserve was recorded as an appropriation of its after-tax income. The reserve is calculated at a rate of 15 % of total sales. NOTE 19 – RESTATEMENT During 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. GAAP. 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. For 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 $ 48,595 in accrued interest income associated with long-term financing receivables. SCHEDULE OF RESTATEMENT FOR THE FINANCIAL STATEMENTS The following table presents the effects of the restatement to the accompanying consolidated balance sheet at December 31, 2024: As Previously Reported Restated Net Adjustment Accounts receivable, net $ 131,067 $ 8,389 $ ( 122,678 ) Deferred offering costs 22,750 127,494 104,744 Long-term financing receivables-net 1,423,054 - ( 1,423,054 ) Contract assets - 619,779 619,779 Total Assets 9,505,480 8,684,271 ( 821,209 ) Customer Deposits 30,061 172,061 142,000 Warrant Liability - 78,148 78,148 Total Liabilities 6,566,978 6,787,126 220,148 Additional paid-in capital 30,635,351 30,631,493 ( 3,858 ) Accumulated deficit ( 27,443,231 ) ( 28,480,730 ) ( 1,037,499 ) Total stockholders’ Equity 2,938,502 1,897,145 ( 1,041,357 ) Total Liabilities and stockholders’ Equity $ 9,505,480 $ 8,684,271 $ ( 821,209 ) The following table presents the effects of the restatement to the accompanying consolidated balance sheet at December 31, 2023: As Previously Reported Restated Net Adjustment Accounts receivable - net $ 1,102,386 $ 459,008 $ ( 643,378 ) Long-term financing receivables - net 902,354 217,584 ( 684,770 ) Contract assets - 566,626 566,626 Total Assets 10,928,611 10,167,089 ( 761,522 ) Customer Deposits 165,236 307,236 142,000 Total Liabilities 5,059,413 5,201,413 142,000 Accumulated deficit ( 22,984,163 ) ( 23,887,685 ) ( 903,522 ) Total Stockholders’ Equity 5,869,198 4,965,676 ( 903,522 ) Total Liabilities and Stockholders’ Equity $ 10,928,611 $ 10,167,089 $ ( 761,522 ) 87 The 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 Restated Net Adjustment General and Administrative expense $ 797,518 $ 1,015,102 $ 217,584 Net Loss from Operations ( 3,112,847 ) ( 3,330,431 ) ( 217,584 ) Change in FV of warrant liability - 26,596 26,596 Interest Income - 57,011 57,011 Net Loss before income taxes ( 4,416,319 ) ( 4,550,296 ) ( 133,977 ) Net loss attributable to Clean Energy Technologies, Inc. ( 4,416,319 ) ( 4,550,296 ) ( 133,977 ) Total Comprehensible Loss $ ( 4,476,888 ) $ ( 4,610,865 ) $ ( 133,977 ) The 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 Restated Net Adjustment Interest Income $ - $ 48,595 $ 48,595 Net Loss before income taxes ( 5,782,666 ) ( 5,734,071 ) 48,595 Net loss attributable to Clean Energy Technologies, Inc. ( 5,659,723 ) ( 5,611,128 ) 48,595 Total Comprehensible Loss $ ( 5,695,878 ) $ ( 5,647,283 ) $ 48,595 The 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 Restated Net Adjustment Net loss before discontinued operations $ ( 4,416,319 ) $ ( 4,550,296 ) $ ( 133,977 ) Bad debt expense - 217,584 217,584 Change in FV of warrant liability - ( 26,596 ) ( 26,596 ) (Increase) decrease in contract asset - ( 53,153 ) ( 53,153 ) Other (Decrease) increase in accrued expenses ( 66,874 ) ( 70,732 ) ( 3,858 ) Net Cash Used in Operating Activities $ ( 3,560,951 ) $ ( 3,560,951 ) $ - The following table presents the effects of the restatement to the accompanying consolidated statement of cash flows for the year ended December 31, 2023: As Previously Reported Restated Net Adjustment Net loss before discontinued operations $ ( 5,659,723 ) $ ( 5,611,128 ) $ 48,595 (Increase) decrease in contract asset - ( 48,595 ) ( 48,595 ) Net Cash Used in Operating Activities $ ( 4,783,077 ) $ ( 4,783,077 ) $ - NOTE 20 – SUBSEQUENT EVENTS 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. On 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. 88 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. Convertible Notes Effective 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. Effective 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 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. On 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 . 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 , 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 . On 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. The 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 . 89 On 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 . Effective 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 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 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 . Effective 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 . On 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); provided. 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 . Effective 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 . On 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. On 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. Effective 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 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 interest. 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. 90 Issuances of Common Stock On 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 . On 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. On 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 . On 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 . On 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. On 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. On 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 . On 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. On 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. On 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. On 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. On 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. On 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. On 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 that note. On 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. On 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. 91 On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. 92 On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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 . On 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 . On 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 . As 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. On 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 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. Related Party Transactions On 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 . Pursuant 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 Target. 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. In 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. As 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. Note Purchase On 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. 93 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.