What changed in this filing

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Item 1. Financial Statements

2026-06-05 compared with 2026-06-05 · 714 added, 885 removed, 1883 unchanged (46% of the section changed)

4 unchanged sentences

30, 2025 (unaudited)

Financial Statement

Balance Sheets September 30, 2025 (unaudited) (Restated) and December 31, 2024 (Restated)

Statements of Operations (unaudited) (Restated)

Statements of Stockholders Deficit (unaudited) (Restated)

Statements of Cash Flows (unaudited) (Restated)

Statement Index

Consolidated Balance Sheets June 30, 2025 (unaudited) (Restated) and December 31, 2024 (Restated)

Consolidated Statements of Operations (unaudited) (Restated)

Consolidated Statements of Stockholders Deficit (unaudited) (Restated)

Consolidated Statements of Cash Flows (unaudited) (Restated)

Notes to the Consolidated Financial Statements (unaudited)

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Balance Sheets

September 30, 2025

June 30, 2025

December 31, 2024

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Accounts payable – related party

Accounts payable

Accrued Expenses

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and 3,022,103

shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (retroactively adjusted to reflect the 1-for-15 reverse stock split effective

October 6, 2025 — see Note 1)

shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (retroactively adjusted to reflect the 1-for-15 reverse stock split effective October 6, 2025 — see Note 1)

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

3,500,000 shares authorized;

0 shares issued and outstanding as of September 30, 2025 and 756,139 outstanding as of December 31, 2024

0 shares issued and outstanding as of June 30, 2025 and 756,139 outstanding as of December 31, 2024

Preferred stock, value

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

( 32,187,587 )

( 28,480,730 )

Total Stockholders’ Equity attributable to Clean Energy Technologies, Inc.

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Statements of Operations

For the Three Months ended

September 30,

For the Nine Months ended

September 30,

For the Three Months ended June 30,

For the Six Months ended June 30,

(Unaudited) Restated

Sales -related party

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( 1,792,955 )

( 2,551,872 )

Change in derivative liability

Change in FV of warrant liability

Investment income (loss) from Shuya

Investment income from Shuya

Loss from deconsolidation of Shuya

Interest income from Florya

Interest Income

Interest and Financing fees

( 1,536,977 )

( 2,402,711 )

Net Loss before income taxes

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( 2,225,297 )

( 3,511,254 )

Income Tax Expense

2 unchanged sentences

( 2,225,297 )

( 3,511,254 )

Accumulative other comprehensive income

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Net Loss per common share basic and diluted

* Reflected the 1-for-15

reverse split effective on October 6, 2025

Reflected the 1-for-15 reverse split effective on September 26, 2025

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

Energy Technologies, Inc.

Clean Energy Technologies, Inc.

Consolidated Statements of Stockholders Equity

for the three and nine months ended September 30, 2025

(Restated) and 2024 (Restated) (Unaudited)

for the three and six months ended June 30, 2025 (Restated) and 2024 (Restated) (Unaudited)

Common Stock .001 Par

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$ ( 26,188,637 )

Shares issued for debt inducement

Accumulated Comprehensive

Accrued Series E preferred dividend

Subscription receivable

( 1,285,957 )

September 30, 2024

$ ( 174,153 )

$ ( 27,507,781 )

Common Stock .001 Par

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$ ( 29,151,162 )

$ ( 245,155 )

$ ( 29,151,162 )

Shares issued for stock compensation

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$ ( 30,190,907 )

Shares issued for debt conversion

Shares issued for debt inducement

Shares issued for series E preferred conversion

Value of the warrants issued for Mast Hill

Accumulated Comprehensive

( 1,996,680 )

September 30, 2025

$ ( 205,493 )

$ ( 32,187,587 )

$ ( 205,493 )

$ ( 32,187,587 )

Reflected the 1-for-15 reverse split effective on October 6, 2026.

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

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

Energy Technologies, Inc.

Statements of Cash Flows

for the nine months ended September 30,

Clean Energy Technologies, Inc.

Consolidated Statements of Cash Flows

for the six months ended June 30,

(Unaudited) Restated

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Stock compensation expense

Stock issued for stock inducement

Loss on deconsolidation of Shuya

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(Increase) decrease in other assets

( 2,967,071 )

(Increase) decrease in inventory

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Cash Flows from Investing Activities

Purchase of fixed assets

Loan receivables

Cash Flows Provided By (Used In) Investing Activities

Cash Flows Provided by Investing Activities

Cash Flows from Financing Activities

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Dividend accrued

Shares issued for accrued dividend

Shares issued for note conversion

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

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to Consolidated Financial Statements (Unaudited)

unaudited interim consolidated financial statements as of and for the Nine months ended September 30, 2025 (Restated), reflect all adjustments

unaudited interim consolidated financial statements as of and for the six months ended June 30, 2025 (Restated), reflect all adjustments

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

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unaudited interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial

statements and notes thereto included in the Company’s fiscal year end December 31, 2024 report (Restated).

statements and notes thereto included in the Company’s fiscal year end December 31, 2024 (Restated) report.

assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial

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in that context.

The results of operations for the nine months ended September 30, 2025 (Restated) are not necessarily indicative of

The results of operations for the six months ended June 30, 2025 (Restated) are not necessarily indicative of

results for the entire year ending December 31, 2025.

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who is responsible for their integrity and objectivity.

Reverse Stock Split and Retroactive Adjustment

share and per-share amounts in these consolidated financial statements have been retroactively adjusted to reflect the 1-for-15 reverse

stock split effective October 6, 2025.

The retroactive adjustment has been applied to:

(i) common shares issued and outstanding, (ii)

weighted-average common shares outstanding used in computing basic and diluted (loss) per share, (iii) (loss) per share amounts, and

(iv) the par value of common stock.

were incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc.

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Company has four reportable segments:

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

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

& management services, and CETY HK NG trading.

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and a working capital of 1,759,944

as of September 30, 2025 (Restated).

as of June 30, 2025 (Restated).

The company also had an accumulated deficit of $ 30,190,907

as of September 30, 2025 (Restated).

as of June 30, 2025 (Restated).

In addition, the Company has continued negative cash flows used in operating activities of 1,540,526 .

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to reduce energy costs and carbon emissions.

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

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

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

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clean energy solutions in their projects.

Energy Technologies (H.K.) Limited (“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, operated through our PRC Subsidiaries and Shuya.

The 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.

(“Shenzhen Gas”), acquiring natural gas pipeline operator facilities, primarily

located in the southwestern part of China.

Our planned joint venture with Shenzhen Gas plans to acquire, with financing from

Shenzhen Gas, natural gas pipeline operator facilities with the goal of aggregating and selling the facilities to Shenzhen Gas in

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

CETY HK has not commenced business

with Shenzhen Gas due to macro-economic factors such as falling NG prices and reduced industrial demand.

CETY HK will wait until

macro economic factors have improved before commencement of the Shenzhen Gas joint venture.

On or about June 18, 2025, CETY HK

acquired a holding company, Herbert YF Global Holding Limited, a limited company organized under the laws of Hong Kong.

September 26, 2025, the Company’s Board of Directors approved a reverse stock split of its authorized and issued and outstanding

shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a ratio of 1-for-15 , which become legal effective

on October 6, 2025.

After the reverse stock split, every 15 issued and outstanding shares of the Company’s Common Stock was converted

automatically into one share of the Company’s Common Stock without any change in the par value per share.

The total number of shares

of Common Stock authorized for issuance was then reduced by a corresponding proportion from 2,000,000,000 shares to 133,333,333 shares

of Common Stock.

All share amounts have been retroactively restated to reflect the reverse stock split for all periods presented.

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 from July 10, 2025 to August 22, 2025, 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.

Energy Technologies (H.K.) Limited (“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, operated through our PRC Subsidiaries and Shuya.

The 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;

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

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

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

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

The terms of the joint venture are subject to

the execution of definitive agreements.

CETY HK has not commenced business with Shenzhen Gas due to macro-economic factors such as falling

NG prices and reduced industrial demand.

CETY HK will wait until macro-economic factors have improved before commencement of the Shenzhen

Gas joint venture.On or about June 18, 2025, CETY HK acquired a holding company, Herbert YF Global Holding Limited, a limited company

organized under the laws of Hong Kong.

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

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(formerly Probe Manufacturing, Inc.) is presented to assist

in the understanding of the Company’s financial statements.

in understanding the Company’s financial statements.

The financial statements and notes are representations of the Company’s

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

As of September 30, 2025 (Restated), and December 31,

2024 (Restated), we had a reserve for potentially un-collectable accounts receivable of 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 September 30, 2025 (Restated), and December 31, 2024 (Restated), we had a reserve for potentially

un-collectable long-term financing receivables of $ 217,584

and $ 217,584 .

customers accounted for approximately 100 % of accounts receivable on September 30, 2025.

As of June 30, 2025 (Restated), and December 31, 2024

(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

As of June 30, 2025 (Restated), and December 31, 2024 (Restated), we had a reserve for potentially un-collectable long-term

financing receivables of $ 217,584 and $ 217,584 .

customers accounted for approximately 100 % of accounts receivable on June 30, 2025.

Our trade accounts primarily represent unsecured

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Any inventory write offs are charged to the reserve account.

As of September 30, 2025 we had a reserve of $ 576,704 as compared

to a reserve of $ 934,344 as of December 31, 2024.

As of June 30, 2025 we had a reserve of $ 576,704 as compared to

a reserve of $ 934,344 as of December 31, 2024.

and Equipment

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on discounted cash flow analysis or appraisals.

There was no impairment of long-lived assets for the periods nine months ended September

There was no impairment of long-lived assets for the periods six months ended June 30,

2025 and 2024.

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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

the contract with the customer

the performance obligations in the contract

the transaction price

the transaction price to the performance obligations in the contract

revenue when the company satisfies a performance obligation

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

generate a quotation

receive Purchase orders from our customers.

build the product to their specification

invoice at the time of shipment

terms are typically Net 30 days

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.

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

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

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.

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.

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.

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

Note that momentary control before transfer

to the customer may not qualify.

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

to the customer on the entity’s behalf.

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

to the customer.

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

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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

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

permitting, design, procurement, construction, and commissioning.

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

construction, and commissioning.

and customer agree to a total EPC contract price.

contract has commercial substance.

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

Per the EPC Agreement,

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

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

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

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

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

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

a final payment of 10 %.

As of September 30, 2025 and December 31, 2024 we had $ 33,000 and 33,000 of deferred revenue, which is expected

to be recognized in the fourth quarter of year 2025.

As of June 30, 2025 and December 31, 2024 we had $ 33,000 and 33,000 of deferred revenue, which is

expected to be recognized in the fourth quarter of year 2025.

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

As of September 30, 2025 (Restated), and December 31,

2024 (Restated), we had outstanding customer deposits of $ 339,220

and $ 172,061

respectively.

derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap,

option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other

contracts and for hedging activities.

Company does not invest in separable financial derivatives or engage in hedging transactions.

However, the Company entered into certain

debt financing transactions as disclosed in Note 9 containing certain conversion features that have resulted in the instruments being

deemed derivatives.

The Company evaluates such derivative instruments to properly classify such instruments within equity or as liabilities

in the financial statements.

classification of a derivative instrument is reassessed at each reporting date.

If the classification changes as a result of events during

a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification.

There is no limit on

the number of times a contract may be reclassified.

classified as derivative liability is remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and

the change in fair value is recorded on the consolidated statement of operations.

The Company had derivative liability of $ 825,307 and

zero as of September 30, 2025 and December 31, 2024, respectively.

As of June 30,2025, and December 31, 2024 and,

we had outstanding customer deposits of $ 224,510 and $ 172,061 respectively.

Derivative liability

A derivative is an instrument whose value is “derived” from

an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics,

including certain derivative instruments embedded in other contracts and for hedging activities.

The Company does not invest in separable financial derivatives or engage

in hedging transactions.

However, the Company entered into certain debt financing transactions as disclosed in Note 9 containing certain

conversion features that have resulted in the instruments being deemed derivatives.

The Company evaluates such derivative instruments

to properly classify such instruments within equity or as liabilities in the financial statements.

The classification of a derivative instrument is reassessed at each reporting

If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of

the event that caused the reclassification.

There is no limit on the number of times a contract may be reclassified.

Instruments classified as derivative liability is remeasured using the

Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on the consolidated statement

of operations.

The Company had derivative liability of $ 251,718 and zero as of June 30, 2025 and December 31, 2024, respectively.

Value of Financial Instruments

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Company uses to measure fair value:

Quoted prices

in active markets for identical assets or liabilities.

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.

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 %

Quoted prices in active markets for identical assets or liabilities.

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.

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 %

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

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

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

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

with ASC 323.

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

At September 30, 2025, we had

At June 30, 2025, we had

outstanding common shares of 4,211,565 .

Basic Weighted average common shares and equivalents for the nine months ended September 30,

2025, and September 30, 2024 were 3,778,147 and 2,840,873 respectively.

As of September 30, 2025, we had convertible notes, convertible into

approximately 559,851 of additional common shares and outstanding warrants of 148,550 shares.

Fully diluted weighted average common

shares and equivalents were withheld from the calculation for the nine months ended September 30, 2025, and September 30, 2024 as they

were considered anti-dilutive.

Basic Weighted average common shares and equivalents for the six months ended June 30, 2025, and June 30, 2024 were 3,416,620

and 2,774,557

respectively.

As of June 30, 2025, we had convertible notes, convertible into approximately 1,189,461 of additional common shares and outstanding warrants of 2,228,266 shares.

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

for the six months ended June 30, 2025, and June 30, 2024 as they were considered anti-dilutive.

and Development

had no amounts of research and development (R&D) expense during the nine months ended September 30, 2025, and 2024.

had no amounts of research and development (R&D) expense during the six months ended June 30, 2025, and 2024.

Codification Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an

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OF FINANCIAL DATA

For the nine months ended September 30,

For the six months ended June 30,

2025 (Restated)

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$ ( 2,225,297 )

September 30, 2025

June 30, 2025

December 31, 2024

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

For the nine months ended September 30,

For the six months ended June 30,

2025 (Restated)

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

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

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.

resulted in a change in control, which limited the net operating to that date forward.

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issuance upon closing of the respective stock placement.

During the quarter ended September 30, 2025 no stock issuance costs were capitalized.

During the quarter ended June 30, 2025

no stock issuance costs were capitalized.

3 – ACCOUNTS AND NOTES RECEIVABLE

SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE

September 30, 2025

December 31, 2024

June 30, 2025 (Restated)

December 31, 2024 (Restated)

Accounts Receivable

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SCHEDULE OF LEASE RECEIVABLE ASSET

September 30, 2025

December 31, 2024

30, 2025 (Restated)

31, 2024 (Restated)

Long-term financing receivables

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Long-term financing receivables - net

Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of September 30, 2025 any

collection on the lease payments was not yet considered probable, resulting in no derecognition of the underlying asset and no net lease

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

a contract by contract basis or projects that require extensive work from multiple contractors or supply chain challenges or in response

to certain situations or installation difficulties, the Company may elect to allow non-interest bearing repayments in excess of 1 year.

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

4 – INVENTORIES, NET

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SCHEDULE OF INVENTORIES

September 30, 2025

June 30, 2025 (Restated)

December 31, 2024

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SCHEDULE OF PROPERTY AND EQUIPMENT

September 30, 2025

June 30, 2025

December 31, 2024

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Net Fixed Assets

Our Depreciation Expense for the nine months ended September 30, 2025, and 2024 was $ 8,907 and $ 8,907 respectively

Depreciation Expense for the six months ended June 30, 2025, and 2024 was 752 and $ 5,938 respectively.

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

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SCHEDULE OF INTANGIBLE ASSETS

September 30, 2025

June 30, 2025

December 31, 2024

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Net Intangible Assets

Amortization Expense for the nine months ended September 30, 2025 and 2024 was $ 8,907 and $ 8,907 respectively.

of both September 30, 2025, and December 31, 2024, goodwill amounted to $ 747,976 and $ 747,976 .

Amortization Expense for the six months ended June 30, 2025 and 2024 was $ 5,938 and $ 5,938 respectively.

of both June 30, 2025, and December 31, 2024, goodwill amounted to $ 747,976 and $$ 747,976 .

The Company classifies goodwill as having

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The Company conducts impairment testing based on projected future cash flows of the acquired business and other relevant factors.

LWL Investment balance of $ 1,468,709 and $ 1,468,709 as of both September 30, 2025 and December 31, 2024 is classified as having an indefinite

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.

License balance remained unchanged at $ 354,322 and $ 354,322 as of September 30, 2025 and December 31, 2024.

The License is considered

to have an infinite 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.

LWL Investment balance of $ 1,468,709 as of both June 30, 2025 and December 31, 2024 is classified as having an indefinite life.

classification is based on the nature of the investment, which is expected to provide continued economic benefits without a foreseeable

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.

License balance remained unchanged at $ 354,322 as of June 30, 2025 and December 31, 2024.

The License is considered to have a infinite

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.

Patents balance, after amortization, was $ 74,003 as of September 30, 2025, and $ 82,910 as of December 31, 2024.

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

Patents balance, after amortization, was $ 76,972 as of June 30, 2025, and $ 82,910 as of December 31, 2024.

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.

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pertains to the systematic allocation of the cost of patents over their estimated useful lives.

Acquisition - 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.

Acquisition - 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.

such, as of November 8, 2021 (the acquisition date), the Company recognized, separately from goodwill, the identifiable assets acquired

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7 – CONVERTIBLE NOTE RECEIVABLE

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 and extended to January 10, 2027 .

convertible note, JHJ lent RMB 5,000,000 ($ 0.7 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.

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 and extended to January 10, 2027 .

Under this convertible note, JHJ lent RMB 5,000,000

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 %

During the year end December 31, 2024, JHJ recorded $ 57,800 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.

During the year end December 31, 2024, JHJ recorded $ 57,800

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.

8 – ACCRUED EXPENSES

OF ACCRUED EXPENSES

September 30, 2025

June 30, 2025

December 31, 2024

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warrant was classified as a liability and initially recorded at fair value of $ 104,744 upon issuance.

As of September 30, 2025, the fair

value of the warrant liability was remeasured to $ 78,526 .

The Company recognized a loss from the change in fair value of warrant liability

of $ 378 for the nine months ended September 30, 2025, respectively.

As of June 30, 2025, the fair value

of the warrant liability was remeasured to $ 64,256 .

The Company recognized a gain from the change in fair value of warrant liability

of $ 13,892 for the six months ended June 30, 2025, respectively.

following table presents a reconciliation of the credit line warrant liability measured and recorded at fair value on a recurring basis:

OF RECONCILIATION OF CREDIT LINE WARRANT LIABILITY

the nine months ended

September 30, 2025

the nine months ended

September 30, 2024

For the six months

June 30, 2025

For the six months

June 30, 2024

Fair value-beginning of period

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

As of September 30, 2025, the outstanding balance was $ 602,306

compared to $ 662,804 at December 31, 2024.

As of June 30, 2025, the outstanding balance was $ 599,038 compared

to $ 662,804 at December 31, 2024.

April 1, 2021, we entered into an amendment to the purchase order financing agreement with DHN Capital, LLC dba Nations Interbanc.

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

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 Reliance contracts are legally structured as non-recourse “sales” of future business receipts, management

the year, the Company entered into several “sale of future receipts” / merchant cash-advance arrangements with Reliance,

as well as a subordinated business loan with Agile Lending, LLC and a purchase order financing facility with Nations Interbanc.

certain Reliance Financial FL LLC 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

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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 September 30, 2025, the balance on the loans

was approximately $ 0 and $ 0 , respective.

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,

was due to Reliance, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2025, the balance on the loans was approximately

$ 0 and $ 0 , respective

On January 10, 2025, May 22, 2025 the Company borrowed approximately $ 135,000,000 , 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.

or about June 2, 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.

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$ 0 and $ 0 , respectively.

January 10, 2025, May 22, 2025 the Company borrowed approximately $ 135,000,000 , 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.

June 30, 2025, the Company borrowed approximately $ 127,000 , from Agile Capital Funding, LLC (“Agile”) pursuant to a short-term

cash advance loan.

Under the loan agreement, approximately $ 190,373 was due to Agile, amortizing and to be repaid over approximately

32 weeks, and as of May 28, 2026, the balance on the loans was $ 0 .

Notes Payable, Net

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”) 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 %)

Mast Hill Fund is entitled to purchase 15,625

shares of common stock per the warrant agreement at the exercise price of $ 24.00 .

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.

note has been amended and the terms were extended for one year and the principal balance and accrued interest of this as of September 30, 2024 was $ 0 .

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 note as of June 30, 2024 was paid off.

September 16, 2022, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company issued to Mast Hill

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warrant on April 18, 2023.

This note has been amended and the terms were extended for one year, and the principal balance and accrued interest of this as

of September 30, 2025, was $ 0 .

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 $ 24.00 .

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 note as of November 8, 2023 was $ 138,923 .

This note has been amended on September 10, 2024, and the principal balance and accrued interest of this as

of June 30, 2025, was $ 179,980 .

December 26, 2022, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company issued to Mast Hill

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 %)

Mast Hill Fund is entitled to purchase 2,562

shares of common stock per the warrant agreement at the exercise price of $ 24.00 .

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 note as of November 8, 2023 was

On that date this note was converted into Series E preferred shares of CETY.

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Mast Hill Fund is entitled to purchase 58,438

shares of common stock per the warrant agreement at the exercise

price of $ 24.00 .

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.

shares of common stock per the warrant agreement at the exercise price of $ 24.00 .

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 note as of November 8, 2023 was

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Mast Hill Fund is entitled to purchase 24,667

shares of common stock per the warrant agreement at the exercise

price of $ 24.00 .

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 .

shares of common stock per the warrant agreement at the exercise price of $ 24.00 .

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 .

On that day this note was converted into Series E preferred shares of CETY.

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The balance on this note as of December 31, 2024 was $ 84,150 .

note was paid off as of January 27, 2025, and balance of this note as of September 30, 2025 was $ 0 .

note was paid off as of January 27, 2025, and balance of this note as of June 30, 2025 was $ 0 .

June 21, 2024, Vermont Renewable Gas LLC (“VRG”), a Vermont limited liability company in which the Company retains 49 % equity

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FPM Development is in default,

and there was $ 0 owed as of September 30, 2025 .

and there was $ 0 owed as of June 30, 2025.

August 22, 2024, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC, a Virginia limited liability

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Stocks, and other events as set forth in the Note.

The balance of this note as of September 30, 2025, was $ 0 .

The balance of this note as of June 30, 2025, was $ 0 .

September 2, 2024, the Company entered into a securities purchase agreement with Coventry pursuant to which the Company agreed to issue

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include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth

The balance of this note as of September 30, 2025, was $ 0 .

The balance of this note as of June 30, 2025, was $ 10,120 .

September 10, 2024, the Company, and Mast Hill Fund, L.P., a Delaware limited partnership (“Mast”), entered into (i) an amendment

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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 .

balance of this note as of September 30, 2025 was $ 0 .

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;

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.

The balance of this note as of September 30, 2025,

balance of this note as of June 30, 2025 was $ 0 .

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.

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.

The balance of this note as of June 30, 2025, was $ 0 .

September 30, 2024, the Company entered into a securities purchase agreement with Diagonal, pursuant to which the Company agreed to issue

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events as set forth in the Note.

The balance of this note as of September 30, 2025, was $ 0 .

The balance of this note as of June 30, 2025, was $ 18,914 .

October 15, 2024, the Company entered into a securities purchase agreement with Diagonal, pursuant to which the Company agreed to issue

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events as set forth in the Note.

The balance of this note as of September 30, 2025, was $ 0 .

The balance of this note as of June 30, 2025, was $ 0 .

November 8, 2024, the Company entered into a securities purchase agreement with Coventry, pursuant to which the Company agreed to issue

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as set forth in the Note.

The balance of this note as of September 30, 2025, was $ 0 .

The balance of this note as of June 30, 2025, was $ 0 .

November 18, 2024, as stated in the 3 rd quarter of 2024 10Q filed on November 19, 2024, the Company and Mast, entered into

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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 September 30, 2025 was $ 0 .

The balance of this note as of June 30, 2025 was $ 0 .

November 29, 2024, the Company entered into a securities purchase agreement with Lucas Ventures, LLC, a Arizona limited liability company,

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share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Lender and its affiliates.

of this note as of September 30, 2025, was $ 0 .

of this note as of June 30, 2025, was $ 0 .

December 5, 2024, the Company, entered into an equity purchase agreement (the “Equity Line of Credit Agreement”) with Mast,

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report on Form 8-K that was filed with the SEC on September 13, 2024.

The balance of this note as of September 30, 2025 was $ 0 .

The balance of this note as of June 30, 2025 was $ 0 .

December 12, 2024, the Company entered into a securities purchase agreement with Diagonal, pursuant to which the Company agreed to issue

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of the Company, delisting of the Common Stocks, and other events as set forth in the Note.

The balance of this note as of September 30,

The balance of this note as of June 30, 2025,

was $ 49,633 .

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and (ii) warrants to purchase 54,595

shares of Company common stock, for an aggregate purchase price

of $ 1,474,050 .

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

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 ,

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.

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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) $37.50 /share, 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 %

equal to the lesser of (i) $ 37.50 /share,

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 $ 37.50 ,

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 $ 37.50 ,

subject to adjustment as provided in the warrants.

The balance of the note as of September 30, 2025, was $ 702,581

with accrued interest of $ 3,914 ,

net with unamortized OID of $ 47,770

and unamortized discount from initial recognition of derivative

liability of $ 241,823 .

convertible promissory note is convertible into a variable number of shares of common stock.

Based on the requirements of ASC 815 Derivatives

and Hedging, the conversion feature represented an embedded derivative that is required to be bifurcated and accounted for as a separate

derivative liability.

The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each

conversion event and reporting period.

Changes in the derivative liability fair value are reported in operating results for each reporting

The Company valued the conversion feature of the convertible note on the date of issuance resulting in an initial liability of

Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:

the initial conversion prices of $ 6.28 , the closing stock price of the Company’s common stock on the date of valuation of $ 6.93 ,

an expected dividend yield of 0 %, expected volatility of 123 %, risk-free interest rate ranging of 4.18 %, and an expected term of one

the nine months ended September 30, 2025, there was $ 517,252

conversions for the convertible note with principal and accrued

On September 30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 207,639

resulting in a gain of $ 577,687

for the period ended September 30, 2025, related to the change

in fair value of the derivative liability.

The derivative liabilities were revalued using the Black-Scholes option pricing model with

the following assumptions:

exercise prices of $ 3.47 ,

the closing stock price of the Company’s common stock on the date of valuation of $ 3.68

an expected dividend yield of 0 %,

expected volatility of 98 %,

risk-free interest rate of 4.18 %,

and an expected term of 0.29

In addition, the Company recorded $ 609,632

interest expense for amortization of debt discount from the

initial recognition of derivative liability.

The balance of the note including principal and interest as of June 30, 2025, was

$ 1,711,872 .

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 20,667 shares

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

and (ii) warrants to purchase 20,667

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 ,

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.

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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 $ 37.50 ,

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.

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

subject to adjustment as provided in the warrants.

The balance of the note as of September 30, 2025, was $ 620,000 with

accrued interest of $ 36,521 ,

net with unamortized OID of $ 25,833 and

unamortized discount from initial recognition of derivative liability of $ 98,677 .

The balance of the note including principal and interest as of June 30, 2025, was

April 4, 2025, the Company entered into a securities purchase agreement with Pacific Pier Capital II, LLC, a Delaware limited

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

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

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 six

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 June

30, 2025, was $ 223,903 ,

net with unamortized OID of $ 25,875

and unamortized discount from initial recognition of derivative liability of $ 95,222 .

convertible promissory note is convertible into a variable number of shares of common stock.

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the initial conversion prices of $ 6.60 , the closing stock price of the Company’s common stock on the date of valuation of $ 6.45 ,

an expected dividend yield of 0 %, expected volatility of 87 %, risk-free interest rate ranging of 4.13 %, and an expected term of one year .

the three and nine months ended September 30, 2025, there was no conversion for the convertible note with principal and accrued interest.

On September 30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 95,291

resulting in a gain of $ 143,048

for the period ended September 30, 2025, related to the change

in fair value of the derivative liability.

The derivative liabilities were revalued using the Black-Scholes option pricing model with

the following assumptions:

exercise prices of $ 3.47 ,

the closing stock price of the Company’s common stock on the date of valuation of $ 3.68 ,

an expected dividend yield of 0 %,

expected volatility of 98 %,

risk-free interest rate of 4.13 %,

and an expected term of 0.41

In addition, the Company recorded $ 146,434

interest expense for amortization of debt discount from the

initial recognition of derivative liability.

April 4, 2025, the Company entered into a securities purchase agreement with Pacific Pier Capital II, LLC, a Delaware limited liability

company (“Pacific Pier”), pursuant to which the Company sold, and Pacific Pier purchased, (i) a convertible promissory note

in the principal amount of $ 345,000 , and (ii) 3,000 shares of Company common stock, for an aggregate purchase price of $ 310,500 .

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.

The balance of the note as of September 30, 2025, was $ 436,654 with accrued interest

of $ 20,369 , net with unamortized OID of $ 17,250 and unamortized discount from initial recognition of derivative liability of $ 63,596 .

convertible promissory note is convertible into a variable number of shares of common stock.

Based on the requirements of ASC 815 Derivatives

and Hedging, the conversion feature represented an embedded derivative that is required to be bifurcated and accounted for as a separate

derivative liability.

The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each

conversion event and reporting period.

Changes in the derivative liability fair value are reported in operating results for each reporting

The Company valued the conversion feature of the convertible note on the date of issuance resulting in an initial liability of

Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:

the initial conversion prices of $ 6.60 , the closing stock price of the Company’s common stock on the

date of valuation of $ 6.45 , an expected dividend yield of 0 %, expected volatility of 92 %, risk-free interest

rate ranging of 3.86 %, and an expected term of one year .

the three and nine months ended September 30, 2025, there was no conversion for the convertible note with principal and accrued interest.

On September 30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 62,186 resulting in a gain of

$ 63,287 for the period ended September 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities

were revalued using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.31 , the closing stock

price of the Company’s common stock on the date of valuation of $ 3.68 an expected dividend yield of 0 %, expected volatility of

97 %, risk-free interest rate of 3.86 %, and an expected term of 0.51 years.

In addition, the Company recorded $ 61,877 interest expense

for amortization of debt discount from the initial recognition of derivative liability.

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) 3,000

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 ,

an expected dividend yield of 0 %, expected volatility of 92 %, risk-free interest rate ranging of 3.86 %, and an expected term of one

the three and six months ended June 30, 2025, there was no conversion for the convertible note with principal and accrued interest.

June 30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 71,555 resulting in a gain of $ 53,918 for

the period ended June 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities were revalued

using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.45 , the closing stock price of the

Company’s common stock on the date of valuation of $ 3.75 , an expected dividend yield of 0 %, expected volatility of 93 %, risk-free

interest rate of 3.86 %, and an expected term of 0.76 years.

In addition, the Company recorded $ 30,251 interest expense for

amortization of debt discount from the initial recognition of derivative liability.

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) 3,000 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 %

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 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 September 30, 2025, was $ 310,333

with accrued interest of $ 13,887 ,

net with unamortized OID of $ 14,933

and unamortized discount from initial recognition of derivative

liability of $ 58,734 .

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 June

30, 2025, was $ 149,314 net with unamortized OID

and unamortized discount from initial recognition of derivative liability

of $ 85,353 .

The Company valued the conversion feature of the convertible note on the date of issuance resulting in an initial liability of

Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:

Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following

the initial conversion prices of $ 5.25 ,

the closing stock price of the Company’s common stock on the date of valuation of $ 6.00 , an expected dividend yield of

the closing stock price of the Company’s common stock on the date of valuation of $ 6.00 ,

an expected dividend yield of 0 %,

expected volatility of 92 %,

1 unchanged sentence

and an expected term of one

the nine months ended September 30, 2025, there was no conversion for the convertible note with principal and accrued interest.

During the three

and six months ended June 30, 2025, there was no conversion for the convertible note with principal and accrued interest.

2025, the derivative liabilities on the outstanding convertible note were revalued at $ 58,908 resulting in a gain of $ 46,697 for

the period ended September 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities were

revalued using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.31 , the closing stock price

of the Company’s common stock on the date of valuation of $ 3.68 , an expected dividend yield of 0 %, expected volatility of 97 %,

risk-free interest rate of 3.98 %, and an expected term of 0.56 years.

In addition, the Company recorded $ 46,872 interest expense for

amortization of debt discount from the initial recognition of derivative liability.

May 8, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC, a Virginia limited liability company

(“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 ,

the period ended June 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities were revalued

using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.45 , the closing stock price of the

Company’s common stock on the date of valuation of $ 3.75 , an expected dividend

yield of 0 %, expected volatility of 93 %, risk-free interest rate of 3.98 %, and an expected term of 0.81 years.

the Company recorded $ 20,253 interest expense for amortization of debt discount from the initial recognition of derivative liability.

May 8, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC, a Virginia limited liability

company (“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 (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 September 30, 2025, was $ 61,597 , with accrued interest of $ 7,312 , net with unamortized OID of $ 11,520 .

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 $ 15.00

(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 June 30, 2025, was $ 128,685 .

May 19, 2025, the Company entered into a securities purchase agreement with Lucas Ventures, LLC, an Arizona limited liability company

5 unchanged sentences

common stock at the election of the holder, at or following 90 days after note funding, at a conversion price of $ 7.50 ;

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 September 30, 2025, the Company repaid this

note in full.

The balance of the note as of September 30, 2025, was $ 0 .

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

purchased, (i) a junior secured convertible promissory note in the principal amount of $ 335,000 ,

and (ii) 3,333

shares of Company common stock, for an aggregate purchase price

of $ 301,500 .

The transaction closed on June 4, 2025, and on such date pursuant to the securities purchase agreement, Mast Hill’s legal expenses

were paid from the gross purchase price, the Company received

net funding of $ 296,500 ,

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 ).

The balance of the note as of June 30, 2025, was $ 110,508 .

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

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,

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

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

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

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

equal to the lesser of (i) $ 2.50 /share,

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 %

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 September 30, 2025, was $ 223,184 ,

with the accrued interest of $ 10,922 ,

net with unamortized OID of $ 22,333

and unamortized discount from initial recognition of derivative

liability of $ 89,483 .

The Company valued the conversion feature of the convertible note on the date of issuance resulting in an initial liability of $ 133,311 .

Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:

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 June 30, 2025, was $ 181,208 , net

with unamortized OID of $ 30,708

and unamortized discount from initial recognition of derivative liability

of $ 123,084 .

The Company valued the conversion feature of the convertible note on the date of issuance resulting

in an initial liability of $ 133,311 .

Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following

the initial conversion prices of $ 3.90 ,

4 unchanged sentences

and an expected term of one

the nine months ended September 30, 2025, there was no conversion for the convertible note with principal and accrued interest.

30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 108,840 resulting in a gain of $ 24,471 for

the period ended September 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities were

revalued using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.31 , the closing stock price

of the Company’s common stock on the date of valuation of $ 3.68 , an expected dividend yield of 0 %, expected volatility of 97 %,

risk-free interest rate of 4.12 %, and an expected term of 0.67 years.

In addition, the Company recorded $ 43,828 interest expense for

amortization of debt discount from the initial recognition of derivative liability.

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

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

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 September 30, 2025, was $ 83,572

with accrued interest of $ 18,113 ,

net with unamortized OID of $ 20,781

and unamortized discount from initial recognition of derivative

liability of $ 76,772 .

The Company valued the conversion feature of the convertible note on the date of issuance resulting in an initial liability of $ 96,295 .

Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:

the initial conversion prices of $ 2.58 ,

During the three and six months ended June 30, 2025,

there was no conversion for the convertible note with principal and accrued interest.

On June 30, 2025, the derivative liabilities on

the outstanding convertible note were revalued at $ 121,254 resulting

in a gain of $ 12,056 for

the period ended June 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities were revalued

using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.45 ,

the closing stock price of the Company’s common stock on the date of valuation of $ 3.75 ,

1 unchanged sentence

expected volatility of 93 %,

risk-free interest rate ranging of 4.08 %,

and an expected term of one

the nine months ended September 30, 2025, there was $ 22,138 conversion for the convertible note with principal and accrued interest.

On September 30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 85,298 resulting in a gain of

$ 10,997 for the period ended September 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities

were revalued using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.12 , the closing stock

price of the Company’s common stock on the date of valuation of $ 3.68 , an expected dividend yield of 0 %, expected volatility of

98 %, risk-free interest rate of 4.08 %, and an expected term of 0.79 years.

In addition, the Company recorded $ 19,523 interest expense

for amortization of debt discount from the initial recognition of derivative liability.

July 30, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC, a Virginia limited liability

company (“1800 Diagonal”), pursuant to which the Company sold, and 1800 Diagonal purchased, a convertible promissory note

in the principal amount of $ 151,800 for a purchase price of $ 132,000 .

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

charge of 13 % on the issuance date, (subject to adjustment as provided in the note);

The note is convertible into shares of

the Company’s common stock at the election of the holder at a conversion price equal to the 85% of the lowest traded price preceding

the conversion date.

however, that the holder may not convert the note (i) to the extent that such conversion would result in the holder’s

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

stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and conversion would result in more

than 19.99% of the shares of Company common stock being issued after any required aggregation per Rule 5635(d).

Additionally, the holder

of the note is entitled to deduct $ 1,500 from the conversion amount in each note conversion to cover the holder’s fees associated

with the conversion.

The balance of the note as of September 30, 2025, was $ 72,606 , with the accrued interest of $ 17,541 , net with unamortized OID of $ 15,840 and unamortized

discount from initial recognition of derivative liability of $ 48,353 .

The Company valued the conversion feature of the convertible note

on the date of issuance resulting in an initial liability of $ 60,741 .

Upon issuance, the Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

the initial conversion prices of $ 2.92 , the closing stock price

of the Company’s common stock on the date of valuation of $ 3.39 , an expected dividend yield of 0 %, expected volatility of 96 %,

risk-free interest rate ranging of 4.12 %, and an expected term of ten months .

the nine months ended September 30, 2025, there was $ 17,153 conversion for the convertible note with principal and accrued interest.

On September 30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 62,286 resulting in a loss of

$ 1,545 for the period ended September 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities

were revalued using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.12 , the closing stock

price of the Company’s common stock on the date of valuation of $ 3.68 , an expected dividend yield of 0 %, expected volatility of

98 %, risk-free interest rate of 4.12 %, and an expected term of 0.66 years.

In addition, the Company recorded $ 12,388 interest expense

for amortization of debt discount from the initial recognition of derivative liability.

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) 100,000 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) $ 37.50 /share, 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 September 30, 2025, was $ 206,745 with accrued interest of $ 4,581 , net with unamortized

OID of $ 34,027 and unamortized discount from initial recognition of derivative liability of $ 148,116 .

The Company valued the conversion

feature of the convertible note on the date of issuance resulting in an initial liability of $ 169,475 .

Upon issuance, the Company valued

the conversion feature using the Black-Scholes option pricing model with the following assumptions:

the initial conversion prices of

$ 3.19 , the closing stock price of the Company’s common stock on the date of valuation of $ 3.62 , an expected dividend yield of 0 %,

expected volatility of 100 %, risk-free interest rate ranging of 3.93 %, and an expected term of one year .

the nine months ended September 30, 2025, there was no conversion for the convertible note with principal and accrued interest.

30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 151,993 resulting in a gain of $ 17,482 for

the period ended September 30, 2025, related to the change in fair value of the derivative liability.

The derivative liabilities were

revalued using the Black-Scholes option pricing model with the following assumptions:

exercise prices of $ 3.47 , the closing stock price

of the Company’s common stock on the date of valuation of $ 3.68 , an expected dividend yield of 0 %, expected volatility of 98 %,

risk-free interest rate of 3.96 %, and an expected term of 0.87 years.

In addition, the Company recorded $ 21,358 interest expense for amortization

of debt discount from the initial recognition of derivative liability.

following is the change in derivative liability for the nine Months ended September 30, 2025:

risk-free interest rate of 4.12 %,

and an expected term of 0.92 years.

In addition, the Company recorded $ 10,227

interest expense for amortization of debt discount from the initial recognition of derivative liability.

The following is the change in derivative liability for the six Months

ended June 30, 2025:

SCHEDULE OF CHANGES IN DERIVATIVE LIABILITY

2 unchanged sentences

Change in fair market value of derivative liability

Balance, September 30, 2025

Balance, June 30, 2025

due to Convertible Notes

OF CONVERTIBLE NOTES

September 30, 2025

December 31, 2024

Total convertible notes

30, 2025 (Restated)

Total convertible

Accrued interest

Debt discount

Amortization of debt discount

of debt discount

11 – COMMITMENTS AND CONTINGENCIES

30 unchanged sentences

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 September 30, 2025.

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.

April 9, 2025, we entered a lease for our office in City of Irvine, California, on June 4, 2025, we amended this lease for additional

The lease is for the period from July 1, 2025 through June 30, 2028 with monthly rent of $ 9,577 , with an annual increase

of 4 % starting from the second year of the lease.

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

7 unchanged sentences

OF OPERATING LEASE COST

Right-of-used

liabilities – current

liabilities – non-current

lease liabilities

June 30, 2025

December 31, 2024

Right-of-used assets

Lease liabilities – current

Lease liabilities – non-current

Total lease liabilities

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

average remaining lease term (years)

average discount rate

Six Months Ended

June 30, 2025

Weighted average remaining lease term (years)

Weighted average discount rate

4.5 %– 10.0 %

following is a schedule, by year of lease payment for above nine leases as of September 30, 2025:

following is a schedule, by year of lease payment for above six leases as of June 30, 2025:

SCHEDULE OF LEASE PAYMENT

the 12 months ending

undiscounted cash flows

value of lease liabilities

lease expense for the nine months ended September 30, 2025 and 2024 was $ 170,051 and $ 203,666 respectively.

For the 12 months ending

Lease Payment

June 31, 2026

June 31, 2027

Total undiscounted cash flows

Imputed Interest

Present value of lease liabilities

lease expense for the six months ended June 30, 2025 and 2024 was $ 119,733 and $ 133,264 respectively.

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

9 unchanged sentences

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

The Reverse Stock Split became effective in the market at the opening of trading on the Nasdaq Capital Market on October 6,

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

All share and per-share information presented

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

Stock Transactions

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

Company issued to Mast Hill the Company issued Mast Hill a 5 five-year

warrant to purchase 3,896 shares of common stock in connections with the transactions.

Company issued to Mast Hill the Company issued Mast Hill a 5 five-year warrant to purchase 3,896

shares of common stock in connections with the transactions.

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

5 unchanged sentences

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

pursuant to which the Company issued to Mast Hill the Company issued Mast Hill a five-year warrant to purchase 24,467 shares of common

stock in connections with the transactions.

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.

April 18, 2023 Mast Hill exercised the right to purchase 6,250 of the shares of Common Stock (“Warrant Shares”) of Clean

41 unchanged sentences

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 $ 0.45 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 $ 1.60 per share, expiring one year from the date of issuance.

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 $ 0.90 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.

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 the price of $ 2.00 per share, expiring one year from the date of issuance.

at exercise price of $ 24.00 per share, expiring one year from the date of issuance.

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 ,

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 $ 30.00

per share, expiring one year from the date of issuance.

the year ended December 31, 2024, the Company issued 167,706 shares of common stock for conversion of 1,443 Series E Preferred share

6 unchanged sentences

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 10,677 units

(each a “Unit” and together the “Units”) to the Subscribers for an aggregate purchase price of $ 160,156 , or $ 0.64

per Unit, with each unit consisting of one share of common stock, par value $ 0.001 per share the Common Stock.

(“Subscribers”) entered into a subscription agreement pursuant to which the Company agreed to sell approximately 10,677

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.

November 8, 2024, Clean Energy Technologies, Inc.

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As a condition to the sale of the Note,

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

the Company issued to the Buyer 3,333

shares (the “Commitment Shares”) of Common Stock.

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

4 unchanged sentences

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

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

loan was $ 0 .

of September 30, 2025, the Company has issued 239,433 shares for the conversion of Series E Preferred shares, with a total value of $ 804,177

year-to-date.

As of June 30, 2025, the outstanding balance of the loan

of June 30, 2025, the Company has not issued any shares for the conversion of Series E Preferred shares, with a total value of zero year-to-date.

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

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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 .

aggregate 715,447

shares of Company common stock, at a price of $ 6.15

per share, for aggregate gross proceeds of $ 4,400,000 .

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

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

or about June 20, 2025, the Company issued 2,231

shares of common stock to 1800 Diagonal pursuant to its conversion

in principal, interest and fees owed under the convertible

promissory note issued to 1800 Diagonal dated October 15, 2024.

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

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

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

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

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

agreement with Lucas Ventures dated November 29, 2024.

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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.

Articles of Incorporation authorize us to issue 133,333,333 shares of common stock, par value $ 0.001 per share.

As of September 30, 2025

As of June 30, 2025

there were 4,211,565 shares of common stock outstanding.

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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.

As of August 20, 2006, all series A, B, and C preferred had been converted into common

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 nine months.

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

53 unchanged sentences

Additionally,

$ 0 of dividend has been accrued but not paid as of September 30, 2025.

$ 48,039 of dividend has been accrued but not paid as of June 30, 2025.

summary of warrant activity for the periods is as follows:

6 unchanged sentences

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

August 5, 2022, we issued 2,894

warrant shares in connection with the issuance of the promissory

note in the principal amount of $ 138,889

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 24.00 .

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

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

of the offering price per share of Common Stock.

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

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

price per share of Common Stock.

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

7 unchanged sentences

$ 138,889 to Pacific Pier at the exercise price per share of 24.00 .

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

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.

1 unchanged sentence

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

September 16, 2022, we issued 6,250 warrant shares in connection with the issuance of the promissory note in the principal amount of

16 unchanged sentences

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

December 26, 2022, we issued 2,562

warrant shares in connection with the issuance of the promissory

note in the principal amount of $ 123,000

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 24.00 .

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

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

of the offering price per share of Common Stock.

On June 14, 2023 Mast Hill exercised the warrant in full at the exercise price per share

January 19, 2023 we issued 3,896

warrant shares in connection with the issuance of the promissory

note in the principal amount of $ 187,000

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

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

offering price per share of Common Stock.

On June 14, 2023 Mast Hill exercised the warrant in full at the exercise price per share of

January 19, 2023 we issued 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 $ 24.00 .

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

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 $ 24.00 .

February 13, 2023 we issued 1,780 warrant shares to J.H.

2 unchanged sentences

2022 at the exercise price of $ 75.00 .

March 8, 2023 we issued 24,467

warrant shares in connection with the issuance of the promissory

note in the principal amount of $ 734,000

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 $ 24.00 .

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 $ 24.00 .

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

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

9 unchanged sentences

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

June 18, 2024, we issued 80,222

warrant shares in connection with the issuance of subscription

agreement in the amount of $ 1,083,000

June 18, 2024, we issued 80,222 warrant shares in connection with the issuance of subscription agreement in the amount of 1,083,000

at the warrant exercise price of per share of $ 24.00 .

6 unchanged sentences

SCHEDULE OF WARRANT ACTIVITY

Weighted Average

Exercise price

Weighted Average Contractual Life (years)

Weighted Average

Contractual life (years)

Intrinsic Value

December 31, 2024

Mar 15,2024 – Subscription agreement

Jun 18, 2024 – Subscription agreement

Outstanding December 31, 2024

March 15, 2024 – Subscription agreemnt

Jun 18, 2024 – Subscription agreemnt

Jan 16, 2025 – Mast Hill

Feb 28, 2025 – Mast Hill

September 30, 2025

Outstanding June 30, 2025

currently have no outstanding stock options.

37 unchanged sentences

the company retains the right to amend the agreement once the cure is completed.

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

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.

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

14 - WARRANTY

the nine ended September 30, 2025 and 2024 there was no

change in our warranty liability.

We estimate our warranty liability based on past experiences and estimated replacement cost of

material and labor to replace the critical turbine in the units that are still under warranty.

The outstanding balance as of

September 30, 2025, and as of December 31, 2024 was $ 100,000

and $ 100,000 .

the six ended June 30, 2025 and 2024 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 June 30, 2025, and 2024 was $ 100,000 .

15 – NON-CONTROLLING INTEREST

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NOTE 17 – RESTATEMENT

During the preparation of this quarterly report, the

Company determined that it had not appropriately accounted for certain historical transactions under US 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 errors were material to the Consolidated Balance Sheet as of September

The Company has restated the impacted financial statements for the period, and presented the effects of the restatement adjustments

to the financial statements below.

For the three months ended September 30, 2025, the

restatement resulted in an increase of $ 14,694 in accrued interest income associated with long-term financing receivables, a revaluation of fair value of warrant attached with credit line entered in December 2024 of $ 14,270 decrease with corresponding in

warrant liability, an decrease of $ 41,894 in debt discount with corresponding decrease of $ 18,357 in interest expense and decrease in

additional paid-in capital of $ 60,251 to adjust the fair value of warrant.

For the three

months ended September 30, 2024, the restatement resulted in an increase of $ 13,434 in accrued interest income associated with long-term

financing receivables.

For the nine months ended September 30, 2025, the

restatement resulted in a decrease of $ 350,000 in accounts receivable with a corresponding reduction in sales revenue, a reduction

in cost of sales of $ 33,325 with a corresponding increase in inventory, an increase of $ 43,112 in accrued interest income associated

with long-term financing receivables, a revaluation of fair value of warrant attached with credit line entered in December 2024 of $ 378 with corresponding increase in warrant

liability, and a decrease in debt discount of $ 8,902 with corresponding increase interest expense of $ 3,518 and a decrease in additional

paid-in capital of $ 5,384 to adjust the fair value of warrant.

For the nine months ended September 30, 2024, the restatement resulted in an increase of $ 39,415

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

The following table presents the effects of the restatement

to the accompanying consolidated balance sheet at September 30, 2025:

During the preparation of this quarterly report, the Company determined

that it had not appropriately accounted for certain historical transactions under US 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 errors were material to the Consolidated Balance Sheet as of June 30, 2025.

Company has restated the impacted financial statements for the period, and presented the effects of the restatement adjustments to the

financial statements below.

For the three months ended June 30, 2025, the restatement resulted in an

increase of $ 14,368 in accrued interest income associated with long-term financing receivables, reevaluation of fair value of warrant attached with credit line entered in 2024 of $ 31,729 with corresponding decrease

in warrant liability and an increase of $ 13,509 in interest expense with corresponding decrease in debt discount.

For the three months ended June 30, 2024,

the restatement resulted in an increase of $ 13,136 in accrued interest income associated with long-term financing receivables.

For the six months ended June 30, 2025, the restatement resulted in a decrease

of $ 350,000 in accounts receivable with a corresponding reduction in sales revenue, a reduction in cost of sales of $ 33,325 with a

corresponding increase in inventory, an increase of $ 28,418 in accrued interest income associated with long-term financing receivables, reevaluation of fair value of warrant attached with credit line entered in 2024 of $1 3,892 with corresponding decrease

in warrant liability, and an increase of $ 21,875 in interest expense with corresponding increase in debt discount of $ 32,992 and increase

in additional paid in capital of $ 51,009 to adjust the fair value of warrant.

For the six months ended June 30, 2024, the restatement resulted in an increase of $ 25,981 in accrued interest income associated with

long-term financing receivables.

The following table presents the effects of the restatement to the accompanying

consolidated balance sheet at June 30, 2025:

OF RESTATEMENT FOR THE FINANCIAL STATEMENTS

22 unchanged sentences

$ ( 1,109,467 )

The following table presents the effects of the restatement

to the accompanying consolidated statement of operations and comprehensive loss for the three months ended September 30, 2025:

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

for the three months ended June 30, 2025:

As Previously Reported

12 unchanged sentences

$ ( 1,013,563 )

The following table presents the effects of the restatement

to the accompanying consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2025:

The following table presents the effects of the restatement to the accompanying consolidated statement of operations

and comprehensive loss for the six months ended June 30, 2025:

As Previously Reported

2 unchanged sentences

Cost of Goods Sold

Net Loss from Operation

Net Loss from Operations

Change in FV of warrant liability

11 unchanged sentences

$ ( 279,782 )

The following table presents the effects of the restatement to the accompanying

consolidated statement of operations and comprehensive loss for the three months ended September 30, 2024:

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

for the three months ended June 30, 2024:

As Previously Reported

2 unchanged sentences

Net Loss before income taxes

( 1,299,391 )

( 1,285,957 )

Net loss attributable to Clean Energy Technologies, Inc.

( 1,299,391 )

( 1,285,957 )

Total Comprehensible Loss

1 unchanged sentence

$ ( 834,096 )

The following table presents the effects of the restatement to the accompanying

consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2024:

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

for the six months ended June 30, 2024:

As Previously Reported

10 unchanged sentences

$ ( 2,165,893 )

The following table presents the effects of the restatement to the accompanying

consolidated statement of cash flows for the nine months ended September 30, 2025:

following table presents the effects of the restatement to the accompanying consolidated statement of cash flows for the six months ended

June 30, 2025:

As Previously Reported

12 unchanged sentences

$ ( 1,540,526 )

The following table presents the effects of the restatement to the accompanying

consolidated statement of cash flows for the nine months ended September 30, 2024:

following table presents the effects of the restatement to the accompanying consolidated statement of cash flows for the six months ended

June 30, 2024:

As Previously Reported

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18 – 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 disclosure or recognition

in the financial statements, except as noted below.

Notes Payable

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 disclosure or recognition in the financial statements, except as noted below.

or about November 6, 2025, and December 31, 2025, the Company borrowed approximately $ 150,000 , and $ 75,000 , respectively, from Reliance

3 unchanged sentences

balance on the loans was approximately $ 75,000 and $ 43,750 , respectively.

May 12, 2026, and May 27, 2026, the Company borrowed approximately $ 104,000 , and $ 260,000 , respectively, from Agile Capital Funding,

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

Under the loan agreements, approximately $ 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 $ 389,740 and $ 155,896 , respectively.

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.

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 .

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

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

The note matures

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

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

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

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

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

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

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

aggregation per Rule 5635(d).

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

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

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

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

liability of $ 30,012 .

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

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

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

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

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

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

The note matures 12 months following the issue date, accrues

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

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

the lesser of (i) $ 37.50 /share, or (ii) 90% of the lowest dollar volume-weighted average price (during the period from 9:30 a.m.

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

provided, however, that the holder may not convert

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

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

Additionally, the holder of the note is entitled

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

The balance of the note as of December 31, 2025, was $ 388,888 , with accrued interest of $ 14,384 , net with unamortized OID of $ 52,151

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

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

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

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 disclosure or recognition in the financial statements, except as noted below.

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.

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.

April 23, 2025, the Company entered into a Securities Purchase Agreement with Pacific Pier, pursuant to which the Company sold, and Pacific

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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.

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

of Common Stock

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.

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

the convertible promissory note issued to Mast Hill dated January 16, 2025.

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

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

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

the convertible promissory note issued to Mast Hill dated January 16, 2025.

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

the convertible promissory note issued to Mast Hill dated January 16, 2025.

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

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

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

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

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

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

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

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

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

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

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

The Reverse Stock Split became

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

The par value per share of $ 0.001

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

All share and per-share information presented

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

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

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

or about November 25, 2025, the Company issued 90,773 shares of common stock to Mast Hill pursuant to its conversion of $ 87,185.92 in

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

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

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in principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 17, 2025.

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

in principal, interest and fees owed under the Common Stock Purchase Warrant issued on February 17, 2025.

or about December 1, 2025, the Company issued 141,009

shares of common stock to Mast Hill pursuant to its notice

of conversion of $ 135,436

in principal, interest and fees owed under the Common Stock

Purchase Warrant issued on February 17, 2025.

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

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of interest owed under the convertible promissory note issued to Pacific Pier on April 4, 2025.

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.

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.

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.

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.

Party Transactions

or about July 1, 2025, Company subsidiary Herbert YF Global Holding Limited entered into a Consulting Agreement (the “Linkage Consulting

Agreement”) with Linkage International Limited (the “Consultant”), a Hong Kong company and one of the Company’s

investors from the Company’s May 6, 2025, private placement, pursuant to which the Company had sold in the aggregate 715,447 shares

of Company common stock at a price of $ 6.15 per share (on a split-adjusted basis), for aggregate gross proceeds of $ 4,400,000 .

to the Consulting Agreement, the Consultant would provide services in connection with the potential acquisition of Ortus Climate Mitigation

LLC’s Italian operations (the “Acquisition Target”), and the Company would pay the Consultant HKD 5,000,000 as a non-refundable

consulting fee, and HKD 25,000,000 as a refundable deposit for the acquisition of the Acquisition Target.

The Consultant has rendered

such acquisition services to the Company, on July 8, 2025, paid the HKD 5,000,000 consulting fee to the Consultant ($ 640,902.52 ), and

between July 10, 2025 and August 22, paid HKD 25,000,000 ($ 3,204,513 ) as a refundable deposit towards the acquisition of the Acquisition

On or about November 18, 2025, the Company and the Consultant entered into an amendment to the Consulting Agreement providing

that if the deposit is not refunded as agreed, the Consultant would ensure that 715,447 shares of Company common stock would be returned

to the Company for cancellation.

July 2022, the Company, through its wholly-owned subsidiary Jiangsu Huanya Jieneng New Energy Co., Ltd.

(“JHJ”), acquired

a 49 % equity interest in Sichuan Hongzuo Shuya Energy Limited (“Shuya”), an entity engaged in pipeline natural gas and compressed

natural gas trading activities in China.

On January 1, 2023, JHJ entered into a Consistent Action Agreement with other shareholders of

Shuya, which resulted in the Company obtaining control over Shuya.

Accordingly, the Company began consolidating Shuya as a variable interest

entity effective January 1, 2023, in accordance with ASC 810.

On January 1, 2024, the Consistent Action Agreement was terminated.

a result, the Company lost control over Shuya and deconsolidated the entity effective January 1, 2024.

The Company recognized a loss

on deconsolidation of $344,889 during the year ended December 31, 2024 and retained its 49% equity investment in Shuya, which was accounted

for under the equity method of accounting pursuant to ASC 323.

On December 12, 2025, the Company completed the disposal of its entire

49% equity interest in Shuya through equity transfer agreements with third parties for total consideration consisting of cash consideration

of approximately $721,929.

The RMB 5 million ($ 702,500 ) loan provided by Shuya to

JHJ constitutes a related-party transaction.

The loan is non-interest-bearing and has a one-year term, from September 26, 2025 through

September 26, 2026.

The funds were provided for JHJ’s general business development purposes.

January 12, 2026, the Company entered into a note purchase agreement (the “Filled Purchase Agreement”) with Filled Converge

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements