What changed in this filing

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Item 1. Financial Statements

2026-06-05 compared with 2019-05-23 · 2671 added, 603 removed, 97 unchanged (97% of the section changed)

Financial Statements

Clean Energy Technologies, Inc.

Consolidated Financial Statements

(Expressed in US dollars)

March 31, 2019 (unaudited)

Financial Statement Index

Consolidated Balance Sheets (unaudited) 8

Consolidated Statements of Operations (unaudited) 9

Consolidated Statements of Stockholders Equity (unaudited) 10

Consolidated Statements of Cash Flows (unaudited) 11

Energy Technologies, Inc.

Financial Statements

in US dollars)

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)

Notes to the Consolidated Financial Statements (unaudited)

Clean Energy Technologies, Inc.

Consolidated Balance Sheet

March 31, 2019

Energy Technologies, Inc.

Balance Sheets

September 30, 2025

December 31, 2024

(Unaudited) Restated

Current Assets:

Accounts receivable, net

Right of use asset - current

Accounts receivable – related party

Accounts receivable

Advance to Supplier

Deferred Offering Costs

Due from related party

Loan Receivables

Inventory, net

Investment to Guangyuan Shuxin New Energy Co.

Total Current Assets

Property and Equipment - Net

LWL Intangibles

Investment Heze Hongyuan Natural Gas co.

Investment to Shuya

Investment to Guangyuan Shuxin New Energy Co.

Contract assets

Advance to Supplier - prepayment

Right of use asset - long term

Total Non Current assets

Liabilities and Stockholders' (Deficit)

Liabilities and Stockholders’ Equity

Current Liabilities:

Bank Overdraft

Accounts payable - trade

Accounts payable

Accounts payable – related party

Accounts payable

Accrued Expenses

Accrued Expenses Related party

Customer Deposits

Warranty Liability

Warrant Liability

Deferred Revenue

Derivative Liability

Lease Liability - current

Notes Payable - Current (net of discount)

Notes Payable - Current - Related Party

Facility Lease Liability - current

Line of Credit

Convertible Notes Payable

Notes payables

Related Party Notes Payable

Notes payable

Total Current Liabilities

Long-Term Debt:

Lease Liability - long term

Net Long-Term Debt

Facility Lease Liability - long term

Accrued Dividend

Total Long-Term Debt

Total Liabilities

Commitments and contingencies

Stockholders' (Deficit)

Preferred D stock, stated value $100 per share;

Stockholders’ Equity

Common stock, $ .001

shares authorized;

7,500 shares and 7,500 shares issued and outstanding respectively

Common stock, $.001 par value;

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)

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

3,500,000 shares authorized;

575,582,656 and 555,582,656 shares issued and outstanding respectively

Shares to be issued

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

Additional paid-in capital

Accumulated Other Comprehensible Income

Accumulated deficit

Total Stockholders' (Deficit)

Total Liabilities and Stockholders' Deficit

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

Clean Energy Technologies, Inc.

Consolidated Statement of Operations

For the three months ended March 31,

( 32,187,587 )

( 28,480,730 )

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

Non-controlling interest

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

Energy Technologies, Inc.

Statements of Operations

For the Three Months ended

September 30,

For the Nine Months ended

September 30,

Sales -related party

Total revenue

Cost of Goods Sold

1 unchanged sentence

General and Administrative expense

Facility lease

Share Based Expense

Professional Fees legal & accounting

Facility lease and Maintenance

Consulting engineering

Depreciation and Amortization

Total Expenses

Net Profit / (Loss) From Operations

Net Loss from Operations

( 1,334,802 )

( 2,482,412 )

( 2,551,872 )

Change in derivative liability

Gain / (Loss) on disposition of assets

Financing Fees

Interest Expense

Net Profit / (Loss) Before Income Taxes

Change in FV of warrant liability

Investment income (loss) from Shuya

Loss from deconsolidation of Shuya

Interest income from Florya

Interest and Financing fees

( 1,536,977 )

( 2,402,711 )

Net Loss before income taxes

( 1,996,680 )

( 1,285,957 )

( 3,712,892 )

( 3,511,254 )

Income Tax Expense

Net Profit / (Loss)

( 1,996,680 )

( 1,285,957 )

( 3,712,941 )

( 3,511,254 )

Accumulative other comprehensive income

Foreign Currency Translation (Loss)

Total Comprehensible Loss

$ ( 1,957,018 )

$ ( 1,203,879 )

$ ( 3,634,856 )

$ ( 3,488,580 )

Per Share Information:

Basic and diluted weighted average number of common shares outstanding

Net Profit / (Loss) per common share basic and diluted

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

Clean Energy Technologies, Inc.

Consolidated Statement of Stockholders Equity

March 31, 2019

Net Loss per common share basic and diluted

* Reflected the 1-for-15

reverse split effective on October 6, 2025

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

Energy Technologies, Inc.

Consolidated Statements of Stockholders Equity

for the three and nine months ended September 30, 2025

(Restated) and 2024 (Restated) (Unaudited)

Common Stock .001 Par

Preferred Stock

Additional Paid in Capital

Accumulated Deficit

holders' Deficit Totals

Common Stock to be issued

Additional Paid in

Accumulated Other Comprehensive

Non - Controlling

Stock holders’ Equity

December 31, 2023

Shares issued for Note conversions

Shares issued for Services

Shares issued for cash

BCF on 939,500

Shares to be issued

$ ( 196,827 )

$ ( 23,887,685 )

Shares issued for stock compensation

Shares issued for debt inducement

Shares issued for subscription

Shares issued for series E preferred conversion

Accumulated Comprehensive

Deconsolidation of Shuya

Accrued Series E preferred dividend

Subscription receivable

( 1,406,555 )

March 31, 2024

BCF on 153K note

$ ( 240,877 )

$ ( 25,364,264 )

Shares issued for stock compensation

Shares issued for debt inducement

Shares issued for subscription

Shares issued for series E preferred conversion

Accumulated Comprehensive

Accrued Series E preferred dividend

June 30, 2024

Shares issued for services

$ ( 256,231 )

$ ( 26,188,637 )

Shares issued for debt inducement

Accumulated Comprehensive

Accrued Series E preferred dividend

Subscription receivable

( 1,285,957 )

September 30, 2024

Shares to be issued for compensation

Shares issued for debt conversion

$ ( 174,153 )

$ ( 27,507,781 )

Common Stock .001 Par

Preferred Stock

Common Stock to be issued

Additional Paid in

Accumulated Other Comprehensive

Non - Controlling

Stock holders’ Equity

December 31, 2024

Shares to be issued for compensation

$ ( 257,396 )

$ ( 28,480,730 )

Shares issued for stock compensation

Shares issued for debt inducement

Shares issued for series E preferred conversion

Value of the warrants issued for Mast Hill

Accumulated Comprehensive

Accrued Series E Preferred dividend

March 31, 2025

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

Clean Energy Technologies, Inc.

Consolidated Statements of Cash Flows

For the three months ended March 31,

$ ( 245,155 )

$ ( 29,151,162 )

Shares issued for stock compensation

Shares issued for debt conversion

Shares issued for debt inducement

Shares issued for subscription

Accumulated Comprehensive

( 1,039,745 )

June 30, 2025

$ ( 218,973 )

$ ( 30,190,907 )

$ ( 218,973 )

$ ( 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.

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,

(Unaudited) Restated

Cash Flows from Operating Activities:

Net Profit / (Loss)

( 3,712,941 )

Adjustments to reconcile net loss to net cash

used in operating activities:

( 3,511,254 )

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

Depreciation and amortization

Share based compensation

Loss on disposal of fixed assets

Financing fees

Change in Derivative Liability and Debt discount

Changes in assets and liabilities:

Stock compensation expense

Loss on deconsolidation of Shuya

Amortization of debt discount

Change in fair value of derivative liabilities

Change in FV of warrant liability

Attributable income per equity method - Shuya

Reversal of inventory impairment reserve

(Increase) decrease in right of use asset

(Increase) decrease in lease liability

(Increase) decrease in accounts receivable

(Increase) decrease in inventory

(Increase) decrease in accounts receivable – related party

(Increase)/ decrease in Tax receivable

(Increase) decrease in prepaid expenses

(Increase) decrease in contract asset

(Increase) decrease in other assets

( 2,967,071 )

(Increase) decrease in inventory

(Decrease) increase in accounts payable

(Decrease) increase in accrued interest

Other (Decrease) increase in accrued expenses

Other (Decrease) increase in deferred revenue

Other (Decrease) increase in customer deposits

Net Cash Used In Operating Activities

( 6,131,225 )

( 2,788,608 )

Cash Flows from Investing Activities

Purchase property plant and equipment

Cash Flows Used In Investing Activities

Purchase of fixed assets

Loan receivables

Cash Flows Provided By (Used In) Investing Activities

Cash Flows from Financing Activities

Bank Overdraft / (Repayment)

Payments on notes payable

Proceeds from notes payable

Proceeds from notes payable and lines of credit

Borrowing from related party

Other receivable

Loan to Rongjun

Payments on notes payable and line of credit

( 1,816,190 )

Stock issued for cash

Cash Flows Provided By Financing Activities

Foreign Currency Transaction

Net (Decrease) Increase in Cash and Cash Equivalents

4 unchanged sentences

Supplemental Non-Cash Disclosure

Shares issued for Services

Shares issued for Account payable paid in shares

Discount on derivatives

Shares issued for note conversions

The accompanying footnotes are an integral part of these Consolidated financial statements

Clean Energy Technologies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Notes 1- GENERAL

Corporate History

With the vision to combat climate change and creating a better, cleaner and environmentally sustainable future Clean Energy HRS LLC a wholly owned subsidiary of Clean Energy Technologies, Inc.

acquired the assets of Heat Recovery Solutions from General Electric International on September 11, 2015.

The GE HRS asset acquisition and related financing transactions resulted in a change of control of the Company according to FASB No.

2014-17 Business Combinations (Topic 805).

As a result, the transactions qualify as a business combination.

In accordance with Topic 805, the Company elected to apply pushdown accounting, using the valuation date of December 31, 2015.

As a result we recognized $747,976 in goodwill.

General Electric acquired the rights and 16 global patents to the magnetic bearing technology from Calnetix in October of 2010 and further developed the next generation of the waste heat generators, which was ultimately acquired by Clean Energy Technologies from GE.

We completed our production facility post the acquisition in October of 2016.

We consolidated our legacy and HRS operations and began our production in early 2018.

In early 2018 we engaged with a large institutional equity partner and closed our first round of funding.

We are successfully executing on our business strategy by increasing our market presence and broadening our product portfolio in the heat to power markets.

Were continuing to design, build and ship products to Europe, US, Canada, South East Pacific regions and planned expansion into Asia.

We are continuing to build a strong back log and pipeline of opportunities while developing the next disruptive heat to power generators with the support of our new equity partners.

General Business Overview

Headquartered in Costa Mesa, California, Clean Energy Technologies, (CETY) delivers power from heat and biomass with zero emission and low cost.

We design, produce and market clean energy products & integrated solutions focused on energy efficiency and environmental sustainability.

Our principal product is the Clean Cycle TM heat generator, offered through our wholly owned subsidiary Heat Recovery Solutions, (HRS).

The Clean Cycle TM generator captures waste heat from a variety of sources and turns it into electricity.

By using our Clean Cycle TM generator commercial and industrial heat generators boost their overall energy efficiency and the savings created provide our customers with a fast return on their investment.

In addition CETY offers waste to energy (biomass) power plants using Biomass Power LTD highly developed (Step Grate Gasifier) multi-staged process integrated with CETYs waste heat generators, delivering clean power that can be generated with low-NOx from a range of refused derived fuels (segregated waste), agricultural residues and energy crops.

Our products saves fuel, reduces pollution and requires very little maintenance.

Clean Cycle II Heat Generator

Clean Energy Technologies, Inc.

established a new CETY Europe Sales and Service Center in Silea (Treviso), Italy in December 2018.

The service center includes a 24/7 Call Center, support Field Service Personnel, including remote access to the Waste Heat Generators and inventory spare parts to support the currently commissioned 65 Clean CycleTM installations in Europe.

The service center will also provide support services for new European sales.

CETY has identified substantial unmet market needs in many European countries including the United Kingdom, Germany, Italy, Ukraine, Croatia, Slovakia, Slovenia, Austria, Belarus and the Czech Republic.

The CETY Europe Sales and Service Center is the warranty and service hub for CETYs Clean Cycle Heat Recovery Solutions (HRS) Waste Heat Generators.

CETY purchased the patented HRS technology from General Electric in September 2015.

The HRS System captures waste heat from a variety of sources such as Reciprocating Engines, Turbines, landfills, composting operations, water, or steam processes, and converts it into reliable electricity without requiring additional manpower, fuel or emissions.

The CETY Europe Sales and Service Center will be well suited to handle any warranty and/or service issues.

Going Concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business.

The Company had a total stockholders deficit of $5,522,472 and an accumulated deficit of $(12,326,512) and a working capital deficit of $6,885,631 and a net loss of $726,777 for the three months ended March 31, 2019.

Therefore, there is substantial doubt about the ability of the Company to continue as a going concern.

There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations.

Plan of Operation

Management is taking the following steps to sustain profitability and growth:

Growth Strategy

Heat is energy and billions of dollars worth of heat is being wasted every year.

Theres a huge global waste heat potential thats untapped.

Its found at industrial facilities, high rise buildings, biomass plants, power generation & microgrid facilities.

Our growth strategy is to target the incentive and high energy cost markets within these segments.

We are also leveraging our proven patented magnetic bearing turbine acquired from GE, with its 27 global patents, 100 installations and over 1M fleet operating hours to brand and market CETY worldwide.

We are also forming long term partnership and licensing agreement with original equipment manufacturers, distributors and integrators within these markets to broaden the product portfolio, expanded market presence and scalability by offering Integrated Waste-to-Energy (Biomass) plants and Cogeneration engine heat recovery solutions.

Sales and Marketing

Our marketing approach is to position CETY as a worldwide leader in the heat to power & energy efficiency markets by targeting industries that have wasted heat which could potentially turn into electricity.

We are leveraging our proprietary magnetic bearing turbine technology and over 100 installation with 1 million fleet operating to increase our market share in low to medium temperature waste heat recovery markets.

We utilize both a direct sales force and global distribution group with expertise in heat recovery solutions and clean energy markets.

We have also established relationships with integrators, consultant and project developers and integrated solution providers.

We plan to leverage our core expertise to identify, acquire and develop leading clean energy and clean technology solutions and products.

We will continue to utilize our relationships and expertise to expand in clean and renewable energy sector through new in-house development of disruptive heat to power technologies, acquisitions, cogeneration, and licensing agreements.

CETY maintains an online presence through our web portal and social media.

Our application engineers assist in converting the opportunities into projects.

We provide technical support to our Clean Cycle TM generator clients through providing maintenance and product support.

The sales of our products are related to the global prices for oil, gas, coal and solar energy.

As prices increase our products produce a better return on investment for our customers.

They are also dependent on regulatory drivers and financial incentives.

The market for waste heat recovery is well defined and, according to a recent report published by the U.S.

Department of Energy Waste Heat recovery:

Technology and Opportunities in US Industry and International Energy Agency report, World Energy Outlook 2012 , 20 to 50% of industrial energy input is lost as waste heat. and ~3/5 of the primary energy used in power plants becomes waste heat.

The opportunity in the waste heat recovery market is substantial.

The report continues, A valuable alternative approach to improving overall energy efficiency is to capture and reuse the lost or waste heat that is intrinsic to all manufacturing processes.

During these manufacturing processes, as much as 20% to 50% of the energy consumed is ultimately lost via waste heat contained in streams of hot exhaust gases and liquids, as well as through heat conduction, convection, and radiation from hot equipment surfaces and from heated product streams.

In some cases, such as industrial furnaces, waste heat recovery can improve energy efficiency by 10% to as much as 50%.

The advantage of recapturing and utilizing waste heat is that it typically replaces purchased electric power, much of which does and will continue to require burning fossil fuels, or directly replaces fuels which must be purchased and combusted.

Thus it actually can directly reduce emissions and eliminate transmission losses.

Projections of market potential are truly enormous, with unrecovered waste heat in industrial processes estimated at half a quintillion (a billion billion) BTUs.

The Company believes that if it can capture even a small percentage of this market it would have a strong opportunity to reduce exhaust emissions, assist in lowering energy costs of the manufacturers, while growing the Company and its client base.

Organic Rankine Cycle System Using Clean Cycle Generator

The Rankine Cycle is a thermodynamic cycle that converts heat into energy.

The organic Rankine cycle is similar.

Heat from an industrial waste source is passed through a heat exchanger where it superheats cold fluid that is vaporized.

The vapor is passed through an expansion device (turbine or other expander) which creates electricity, and then through a condenser where the vapor is re-condensed to liquid and cooled.

The cycle repeats itself generating energy.

We produce an Organic Rankine Cycle system called the Clean Cycle TM heat to power generator through our wholly owned subsidiary Heat Recovery Solutions, (HRS).

Our Clean Cycle TM generators create additional power from waste heat with no additional emission and come in two models, skids for use inside a plant or containers for outdoor applications.

By using the Clean Cycle TM generator our customers boost their overall energy efficiency.

Our product saves fuel, reduces pollution, requires very little maintenance and provides a fast return on investment.

We produce a turnkey Organic Rankine Cycle system we call the Clean Cycle TM generator.

Our Clean Cycle TM generators create additional power from waste heat with no additional emission and come in two models, skids for use inside a plant or containers for outdoor applications.

Our customers may use their own heat exchangers or condensers, or we provide these products as part of our integrated system through third party suppliers.

We compete based on efficiency, maintenance and our customers return on investment.

We have an exclusive license from Calnetix to use their magnetic turbine for heat waste recovery applications.

We believe that the magnetic turbine technology is more efficient than our competitors turbines which allows our systems to generate more electricity at lower heat ranges.

Because our generator is magnetic, it requires far less maintenance than our competitors who use oil, gearbox and rubber seals in their turbines.

advantage of selling a system that was originally manufactured and sold by General Electric International so our Clean Cycle TM generator has a substantial market base and we believe has a reputation as one of the defacto standards in the market.

Our greatest advantage is that the Clean Cycle TM generator is a product that can be delivered on a turnkey basis, not a major project that needs to be designed, manufactured and installed.

We believe that this is one of the most distinguishing features of our Clean Cycle generator, as it significantly reduces the time our customers spend on installation, improves the speed with which we can deliver our product and reduces startup costs.

Corporate Information

Our principal executive offices are located at 2990 Redhill Avenue, Costa Mesa, CA 92626.

Our telephone number is (949) 273-4990.

Our common stock is listed on the OTC Market Groups Pink Open Market under the symbol CETY.

Our internet website address is www.cetyinc.com.

and www.heatrecoverysolutions.com.

The information contained on our website is not incorporated by reference into this document, and you should not consider any information contained on, or that can be accessed through, our website as part of this document.

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

These unaudited interim consolidated financial statements as of and for the three months ended March 31, 2019, reflect all adjustments which, in the opinion of management, are necessary to fairly state the Companys financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America.

Discount on new notes

Shares issued for preferred conversions

Dividend accrued

Shares issued for accrued dividend

Shares issued for note conversion

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

Energy Technologies, Inc.

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

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

operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of

All adjustments are of a normal recurring nature.

These unaudited interim consolidated financial statements should be read in conjunction with the Companys financial statements and notes thereto included in the Companys fiscal year end December 31, 2018, report.

The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.

The results of operations for the three month period ended March 31, 2019, are not necessarily indicative of results for the entire year ending December 31, 2019.

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

is presented to assist in the understanding of the Company's financial statements.

The financial statements and notes are representations of the Companys management, who is responsible for their integrity and objectivity.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Such estimates may be materially different from actual financial results.

Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.

Cash and Cash Equivalents

We maintain the majority of our cash accounts at a commercial bank.

The total cash balance is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per commercial bank.

For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

Accounts Receivable

We grant credit to our customers located within the United States of America;

and do not require collateral.

Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us.

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

Although we expect to collect amounts due, actual collections may differ from the estimated amounts.

As of March 31, 2019, and December 31, 2018, we had a reserve for potentially un-collectable accounts of $57,000.

Five (5) customers accounted for approximately 94% of accounts receivable at March 31, 2019.

Our trade accounts primarily represent unsecured receivables.

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).

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

statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined

in that context.

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

results for the entire year ending December 31, 2025.

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

is presented to assist in the understanding of the Company’s

consolidated financial statements.

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

who is responsible for their integrity and objectivity.

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

We redomiciled to Nevada in April 2005

under the name Probe Manufacturing, Inc.

We manufactured electronics and provided services to original equipment manufacturers (OEMs)

of industrial, automotive, semiconductor, medical, communication, military, and high technology products.

On September 11, 2015 Clean

Energy HRS, or “CE HRS”, our wholly owned subsidiary acquired the assets of Heat Recovery Solutions from General Electric

International.

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

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

Our common stock is listed on the Nasdaq Capital Market

under the symbol “CETY.”

internet website address is www.cetyinc.com.

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

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

Company has four reportable segments:

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

& management services, and CETY HK NG trading.

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

realization of assets and liquidation of liabilities in the normal course of business.

The Company had a total stockholder’s

equity of $ 5,770,932

and a working capital of $ 959,825

as of September 30, 2025 (Restated).

The company also had an accumulated deficit of $ 32,187,587

as of September 30, 2025 (Restated).

In addition, the Company has continued negative cash flows used in operating activities of 6,131,225 .

Therefore, there is substantial doubt about the ability of the Company to continue as a going concern.

There can be no assurance

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

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

is a clean energy technology company providing eco-friendly energy solutions, clean energy fuels, and alternative electric power for

small to mid-sized projects across North America, Europe, and Asia.

The company harnesses the power of heat and biomass to produce electricity

with zero emissions and minimal cost.

Additionally, the company offers Waste to Energy Solutions, converting waste materials from manufacturing,

agriculture, and wastewater treatment plants into electricity and BioChar.

Clean Energy Technologies also provides Engineering, Consulting,

and Project Management Solutions, leveraging its expertise to develop clean energy projects for both municipal and industrial customers,

as well as Engineering, Procurement, and Construction (EPC) companies.

principal businesses

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

waste heat from various sources and converts it into electricity.

This system can be integrated into various industrial processes, helping

to reduce energy costs and carbon emissions.

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

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

including electricity, heat, and biochar.

Consulting and Project Management Solutions – Clean Energy Technologies provides power generation, waste to energy, and heat

recovery Engineering, Procurement and Construction (EPC) services to municipal and industrial customers and to design and incorporate

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.

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

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

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

in the understanding of the Company’s financial statements.

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

management, who is responsible for their integrity and objectivity.

consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in

the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries.

intercompany balances and transactions have been eliminated in consolidation.

preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

estimates may be materially different from actual financial results.

Significant estimates include the recoverability of long-lived assets,

the collection of accounts receivable and valuation of inventory and reserves.

and Cash Equivalents

maintain the majority of our cash accounts at JP Morgan Chase bank.

The total cash balance is insured by the Federal Deposit Insurance

Corporation (“FDIC”) up to $ 250,000 , (which we may exceed from time to time) per commercial bank.

For the purpose of the

statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us.

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

Although we expect to

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

As of 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.

Our trade accounts primarily represent unsecured

Historically, our bad debt write-offs related to these trade accounts have been insignificant.

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

Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand.

We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made.

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

Our industry experiences changes in technology, changes in market value

and availability of raw materials, as well as changing customer demand.

We make provisions for estimated excess and obsolete inventories

based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions

Any inventory write offs are charged to the reserve account.

As of March 31, 2019 and December 31, 2018, we had a reserve for potentially obsolete inventory of $250,000.

Property and Equipment

Property and equipment are recorded at cost.

Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets.

The cost of ordinary maintenance and repairs is charged to operations.

Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets:

Furniture and fixtures 3 to 7 years

Equipment 7 to 10 years

Leasehold Improvements 7 years

Long Lived Assets

Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows.

The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management.

There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future.

Revenue Recognition

The Company recognizes revenue under ASU No.

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.

and Equipment

and equipment are recorded at cost.

Assets held under capital leases are recorded at lease inception at the lower of the present value

of the minimum lease payments or the fair market value of the related assets.

The cost of ordinary maintenance and repairs is charged

to operations.

Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the

related assets:

OF ESTIMATED USEFUL LIVES

and fixtures 3 to 5 years

5 to 10 years

– Lived Assets

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

are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability

of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future

cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated undiscounted future cash flows,

an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets.

value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying

amount may not be recoverable.

The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment

or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which

identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against

the sum of the undiscounted future cash flows.

If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable,

an impairment charge is measured as the amount by which the carrying amount of the asset group asset group exceeds its fair value based

on discounted cash flow analysis or appraisals.

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

30, 2025 and 2024.

Company recognizes revenue under ASU No.

2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC

The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer.

The following five steps are applied to achieve that core principle for our HRS and Cety Europe and clean energy revenue:

Obligations Satisfied Over Time

ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10

entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one

of the following criteria is met:

The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB

ASC 606-10-55-5 through 55-6).

The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is

created or enhanced (as described in FASB ASC 606-10-55-7).

The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity

has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29).

Obligations Satisfied at a Point in Time

ASC 606-10-25-30

a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time.

To determine the point

in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should

consider the guidance on control in FASB ASC 606-10-25-23 through 25-26.

In addition, it should consider indicators of the transfer of

control, which include, but are not limited to, the following:

The entity has a present right to payment for the asset

The customer has legal title to the asset

The entity has transferred physical possession of the asset

The customer has the significant risks and rewards of ownership of the asset

The customer has accepted the asset

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

to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration

it is entitled to in exchange for the goods and services transferred to the customer.

In addition, a) the company also does not have

an alternative use for the asset if the customer were to cancel the contract, and b) has a fully enforceable right to receive payment

for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met)

following five steps are applied to achieve that core principle for our HRS and CETY Europe Divisions:

Identify the contract with the customer

1 unchanged sentence

Determine the transaction price

· Allocate the transaction price to the performance obligations in the contract

· Recognize revenue when the company satisfies a performance obligation

We also collect deposits with our order.

Our customer deposit are recognized as revenue when we have met the contractual obligations.

The following is table summarizes the customer deposit activity for the quarter:

Customer Deposits as of December 31, 2018

Customer Deposits Invoiced and applied

New customer Deposits

Customer Deposits as of March 31, 2019

We Invoice the customer and the time of the contract and only recognize the revenue when the company satisfies a performance obligation.

The following is table summarizes the deferred revenue activity for the quarter:

Deferred revenue December 31, 2018

Deferred revenue recognized in the Quarter

Additional deferred revenue added in the Quarter

Deferred revenue March 31, 2019

The following steps are applied to our contract manufacturing revenue:

Allocate the transaction price to the performance obligations

in the contract

Recognize revenue when the company satisfies a performance

following steps are applied to our legacy engineering and manufacturing division:

We generate a quotation

3 unchanged sentences

The terms are typically Net 30 days

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No.

157), Fair Value Measurements and Disclosures" for financial assets and liabilities.

ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.

FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available.

The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

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 carrying amounts of the Companys financial instruments as of December 31 2018 and March 31, 2019, reflect:

Fair value of convertible notes derivative liability December 31, 2018

Fair value of convertible notes derivative liability March 31, 2019

The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.

Other Comprehensive Income

We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.

Net Profit (Loss) per Common Share

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

At March 31, 2019, we had outstanding common shares of 575,657,656 used in the calculation of basic earnings per share.

Basic Weighted average common shares and equivalents at March 31, 2019 and 2018 were 566,027,100 and 388,286,554, respectively.

In addition, we had convertible notes, convertible into of additional common shares.

Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive.

Research and Development

We had no amounts of research and development expense during the three months ended March 31, 2019 and 2018.

Segment Disclosure

FASB Codification Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an enterprises reportable segments.

The Company has three reportable segments:

Clean Energy Technologies;

Heat recovery solutions and our service center CETY Europe, which provides support services to our currently installed units in Europe.

The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.

Refer to note 1 for a description of the various product categories manufactured under each of these segments.

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

Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, other charges (income), net and interest and other, net.

Selected Financial Data :

three months ended March 31,

Heat Recovery

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.

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.

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

Additionally,

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

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

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

In contracting these engagements, CETY

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

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

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

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.

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

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

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

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

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

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

A biomass power

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

or functional system.

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

There is no exclusion of any amount of the Contract

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

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

authority as no such taxes will be due.

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

the transaction price.

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

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

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

ASC 606-10-25-33.

The company adopts the input method for implementation.

CETY recognizes revenue for performance obligations on the

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

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

In each separate

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

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

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

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

We recognize revenue over time, using timeline and milestone methods

to measure progress towards complete satisfaction of the performance obligation.

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

the criteria for over-time recognition under ASC 606.

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

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

have a list of appropriate measures of progress:

This is based on milestones achieved, among other measures.

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

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

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

a final payment of 10 %.

As of September 30, 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.

Value of Financial Instruments

Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No.

157), “Fair Value Measurements

and Disclosures” for financial assets and liabilities.

ASC 820-10 provides a framework for measuring fair value and requires expanded

disclosures regarding fair value measurements.

FASB ASC 820-10 defines fair value as the price that would be received for an asset or

the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between

market participants on the measurement date.

FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize

the use of observable inputs, where available.

The following summarizes the three levels of inputs required by the standard that the

Company uses to measure fair value:

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

notes payable.

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

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

Currency Translation and Comprehensive Income (Loss)

have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.

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

The accounts of the

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

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

stockholders’ equity is translated at historical rates

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

The resulting translation

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

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

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

and all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes

in additional paid-in capital and distributions to stockholders.

from fair value or equity method to consolidation

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

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

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

Shunengwei is a holding company and did not have any operations nor made any capital contribution into Shuya as of the ownership

purchase date by JHJ;

right after the ownership purchase of SSET, JHJ ultimately owns 49 % of Shuya.

was set up as the operating entity for pipeline natural gas (PNG) and compressed natural gas (CNG) trading business, while the other

two shareholders of Shuya have large supply relationships.

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

the voting interest model.

Because the Company does not own greater than 50 % of the outstanding voting shares, either directly or indirectly,

it has accounted for its investment in Shuya under the equity method of accounting.

Under this method, the investor (“JHJ”)

recognizes its share of the profits and losses of the investee (“Shuya”) in the periods when these profits and losses are

also reflected in the accounts of the investee.

Any profit or loss recognized by the investing entity appears in its income statement.

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

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

with ASC 323.

Shuya had a net loss of approximately $ 10,750 during the year ending December 31, 2022, of which approximately $ 5,000 was

allocated to the company, reducing the investment by that amount.

effective January 1, 2023, JHJ, SSEN and Chengdu Xiangyueheng Enterprise Management Co., Ltd (“Xiangyueheng), who is the 10 % shareholder

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

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

of the three parties in Shuya.

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

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

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

the event of disagreement, the opinions of JHJ shall prevail.

a result of Consistent Action Agreement, the Company re-analyzed and determined that Shuya is the variable interest entity (“VIE”)

of JHJ because 1) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, and 2) Shuya

is structured with disproportionate voting rights, and substantially all of the activities are conducted on behalf of an investor with

disproportionately few voting rights.

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

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

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

significantly affect the VIE’s economic performance;

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

that could potentially be significant to the VIE.

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

the Company consolidates Shuya effective on January 1, 2023.

change of control interest was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification,

referred to as ASC, 805, Business Combinations.

The management determined that the Company was the acquiror for financial accounting

In identifying the Company as the accounting acquiror, the companies considered the structure of the transaction and other

actions contemplated by the Three-Parties Consistent Action Agreement, relative outstanding share ownership and market values, the composition

of the combined company’s board of directors, the relative size of Shuya, and the designation of certain senior management positions

of the combined company.

accordance with ASC 805, the Company recorded the acquisition based on the fair value of the consideration transferred and then allocated

the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the Acquisition

The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill.

Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets

with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually.

All intangible assets

and goodwill will be tested for impairment when certain indicators are present.

Determining the fair value of assets acquired and liabilities

assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of

future revenues and cash flows, discount rates, and selection of comparable companies.

valuation of purchase considerations was based on preliminary estimates that management believes are reasonable under the circumstances.

the Consistent Action Agreement did not quantify any considerations to gain the control, the deemed consideration paid is the fair value

of 51 % non-controlling interest as of January 1, 2023.

The following table summarizes the fair value of the consideration paid and the

fair value of assets acquired and liabilities assumed on January 1, 2023, the acquisition date.

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED

Fair value of non-controlling interests

Fair value of previously held equity investment

Recognized value of 100% of identifiable net assets

( 1,207,047 )

Goodwill Recognized

Recognized amounts of identifiable assets acquired and liabilities assumed (preliminary):

Cash and cash equivalents

Trade and other receivables

Advanced deposit

Net fixed assets

Trade and other payables

( 1,021,897 )

Advanced payments

Salaries and wages payables

Other receivable

Total identifiable net assets

ASC-805-10-50-2, initial consolidation of an investee previously reported using fair value or the equity method should be accounted for

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

Therefore, the Company should provide pro forma information

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

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

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

under the CAA.

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

The Company analyzed

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

the execution of the Termination Agreement.

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

on or after January 1, 2024.

(Loss) per Common Share

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

At September 30, 2025, we had

outstanding common shares of 4,663,553 .

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.

and Development

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

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

enterprise’s reportable segments.

The Company has four reportable segments:

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

& manufacturing services division.

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

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

Refer to note 1 for a description

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

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

Segment income is

defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization

of intangibles, stock-based compensation, other charges (income), net and interest and other, net.

Financial Data :

OF FINANCIAL DATA

For the nine months ended September 30,

2025 (Restated)

2024 (Restated)

Manufacturing and Engineering

Heat Recovery Solutions

Waste to Energy

Segment income and reconciliation before tax

Heat Recovery

Manufacturing and Engineering

Heat Recovery Solutions

Waste to Energy

Total Segment income

Reconciling items

General and Administrative

Share Based Expense

Financing Fees

Loss on disposal of fixed assets

Change in derivative liability

Interest expense

operating expense

other income and expenses

Net (loss) before income tax

March 31, 2019

March 31, 2018

Electronics Assembly

Clean Energy HRS

Share-Based Compensation

The Company has adopted the use of Statement of Financial Accounting Standards No.

$ ( 3,712,892 )

$ ( 3,511,254 )

September 30, 2025

December 31, 2024

Manufacturing and Engineering

Heat Recovery Solutions

Waste to Energy

OF REVENUE BY GEOGRAPHIC AREAS BASED ON SALES LOCATION OF OUR PRODUCTS

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

For the nine months ended September 30,

2025 (Restated)

United States

Other international

Company has adopted the use of Statement of Financial Accounting Standards No.

123R, “Share-Based Payment” (SFAS No.

123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation ), which supersedes APB Opinion No.

25, Accounting for Stock Issued to Employees, and its related implementation guidance and eliminates the alternative to use Opinion 25s intrinsic value method of accounting that was provided in Statement 123 as originally issued.

This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions).

Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements.

We use the Black-Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants.

The Black-Scholes model meets the requirements of SFAS No.

however, the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations.

The Black-Scholes model valuation is affected by our stock price and

a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

(now contained in FASB Codification Topic 718, Compensation-Stock Compensation ), which supersedes APB Opinion No.

25, “Accounting

for Stock Issued to Employees,” and its related implementation guidance and eliminates the alternative to use Opinion 25’s

intrinsic value method of accounting that was provided in Statement 123 as originally issued.

This Statement requires an entity to measure

the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and

stock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions).

Under this standard, the

fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements.

We use the Black-Scholes

option-pricing model to estimate the fair value of our equity awards, including stock options and warrants.

The Black-Scholes model meets

the requirements of SFAS No.

however, the fair values generated may not reflect their actual fair values, as it does not consider

certain factors, such as vesting requirements, employee attrition and transferability limitations.

The Black-Scholes model valuation

is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and

expected dividends.

We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility.

however, due to the thinly traded nature of our stock, we have chosen to use an average of the annual volatility of like companies in our industry.

For the “risk-free interest rate,” we use the Constant Maturity Treasury rate on 90-day government securities.

The term is equal to the time until the option expires.

The dividend yield is not applicable, as the Company has not paid any dividends, nor do we anticipate paying them in the foreseeable future.

The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20-trading-day average.

At the time of grant, the share-based compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly.

equal to the time until the option expires.

The dividend yield is not applicable, as the Company has not paid any dividends, nor do we

anticipate paying them in the foreseeable future.

The fair value of our restricted stock is based on the market value of our free trading

common stock, on the grant date calculated using a 20-trading-day average.

At the time of grant, the share-based compensation expense

is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates

and the expense is reduced accordingly.

It is also adjusted to account for the restricted and thinly traded nature of the shares.

The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.

We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past.

We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards.

The expense is recognized over the period during which an employee is required to provide service in exchange for the awardthe requisite service period (usually the vesting period).

No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

For the three months ended March 31, 2019 and 2018 we had $0 and $91,140 respectively, in share-based expense, due to the issuance of common stock.

As of March 31, 2019, we had no further non-vested expense to be recognized.

Federal Income taxes are not currently due since we have had losses since inception.

On December 22, 2018 H.R.

expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.

re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions,

the share-based compensation expense could vary significantly from the amount expensed in the past.

We may be required to adjust any

remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards.

is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service

period (usually the vesting period).

No compensation cost is recognized for equity instruments for which employees do not render the

requisite service.

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

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

under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the

recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer

than 12 months.

Company’s leases primarily consist of facility leases which are classified as operating leases.

The Company assesses whether an

arrangement contains a lease at inception.

The Company recognizes a lease liability to make contractual payments under all leases with

terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease

The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized

incremental borrowing rate since the implicit rate is unknown.

Options to extend or terminate a lease are included in the lease term

when it is reasonably certain that the Company will exercise such an option.

The right-of-use asset is initially measured as the contractual

lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives.

Lease expense is recognized

on a straight-line basis over the lease term.

right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level.

The Company monitors its long-lived

assets for indicators of impairment.

As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment

of all or part of facility as part of a restructuring plan is typically an indicator of impairment.

If impairment indicators are present,

the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income,

and if not recoverable, measures impairment loss for the right-of-use asset or asset group.

Income taxes are not currently due since we have had losses since inception of Clean Energy Technologies.

December 22, 2018 H.R.

1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted.

Among the significant changes to the U.S.

Among the significant

changes to the U.S.

Internal Revenue Code, the Tax Act lowers the U.S.

federal corporate income tax rate (Federal Tax Rate) from 35% to 21% effective January 1, 2018.

The Company will compute its income tax expense for the three months ended March 31, 2019 using a Federal Tax Rate of 21%.

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition.

Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.

A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the more likely than not standard required by ASC 740-10-25-5.

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

As of March 31, 2019, we had a net operating loss carry-forward of approximately $(3,183,654) and a deferred tax asset of approximately $668,567 using the statutory rate of 21%.

federal corporate income tax rate (“Federal Tax Rate”)

from 35% to 21% effective January 1, 2018.

The Company will compute its income tax expense for the year ended December 31, 2024 using

a Federal Tax Rate of 21% and an estimated state of California rate of 9%.

taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.

this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis

of assets and liabilities and their financial reporting amounts at each year-end.

A valuation allowance is recorded against deferred

tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

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

of December 31, 2024 (Restated), we had a net operating loss carry-forward of approximately $ 35,105,018

and a deferred tax asset of $ 8,288,051

using the statutory rate of 30 %.

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

However, due to the uncertainty of future events we have booked valuation allowance of $(668,567).

FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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

At March 31, 2019, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

March 31, 2019

December 31, 2018

Deferred Tax Asset

Valuation Allowance

Deferred Tax Asset (Net)

On February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the Registrant or Corporation) entered into a Common Stock Purchase Agreement (Stock Purchase Agreement) by and between MGW Investment I Limited (MGWI) and the Corporation.

The Corporation will receive $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporations common stock, par value $.001 per share (the Common Stock).

On February 13, 2018 the Corporation and Confections Ventures Limited.

(CVL) entered into a Convertible Note Purchase Agreement (the Convertible Note Purchase Agreement, together with the Stock Purchase Agreement and the transactions contemplated thereunder, the Financing) pursuant to which the Corporation issued to CVL a convertible promissory Note (the CVL Note) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020.

The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein.

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

However, due to the uncertainty of future events

we have booked valuation allowance of $ ( 8,254,056 ) .

FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of

a tax position taken or expected to be taken in a tax return.

FASB ASC 740 also provides guidance on de-recognition, classification,

interest and penalties, accounting in interim periods, disclosure and transition.

At December 31, 2024 the Company did not take any

tax positions that would require disclosure under FASB ASC 740.

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

entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”)

and the Corporation.

The Corporation received $ 907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s

common stock, par value $ .001 per share (the “Common Stock”).

February 13, 2018, the Corporation and Confections Ventures Limited.

(“CVL”) entered into a Convertible Note Purchase Agreement

(the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated

thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL

Note”) in the principal amount of $ 939,500 with an interest rate of 10 % per annum and a maturity date of February 13, 2020 .

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

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

We are subject to taxation in the U.S.

and the state of California.

states of California.

Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015.

The Company is current on its federal and state tax returns.

is current on its federal and state tax returns.

Reclassification

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

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

Recently Issued Accounting Standards

The Company is reviewing the effects of following recent updates.

The Company has no expectation that any of these items will have a material effect upon the financial statements.

FASB ASU 2016-02 Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability.

For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance.

Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines.

Lessor accounting is similar to the current model, but has been updated to align with certain changes to the lessee model and the new revenue recognition standard.

This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

We have adopted the above ASU as of January 1, 2019.

 Update 2019-04 Codification Improvements to Topic 326, Financial InstrumentsCredit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments

 Update 2019-01 Leases (Topic 842):

Codification Improvements

 Update 2018-17 Consolidation (Topic 810):

Targeted Improvements to Related Party Guidance for Variable Interest Entities

 Update 2018-13 Fair Value Measurement (Topic 820):

Disclosure FrameworkChanges to the Disclosure Requirements for Fair Value Measurement

 Update 2018-08 ReceivablesNonrefundable Fees and Other Costs (Subtopic 310-20):

Premium Amortization on Purchased Callable Debt Securities

 Update 2018-05 Other IncomeGains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20):

Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets

 Update 2018-04 IntangiblesGoodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment

 Update 2018-03 Accounting Changes and Error Corrections (Topic 250) and InvestmentsEquity Method and Joint Ventures (Topic 323):

Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2017 and November 17, 2017 EITF Meetings (SEC Update)

 Update 2018-01 Business Combinations (Topic 805):

Clarifying the Definition of a Business

For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance.

Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines.

Lessor accounting is similar to the current model, but has been updated to align with certain changes to the lessee model and the new revenue recognition standard.

This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

We have adopted the above ASU as of January 1, 2019.

The right of use asset and lease liability have been recorded at the present value of the future minimum lease payments, utilizing a 5% average borrowing rate.

NOTE 3 ACCOUNTS AND NOTES RECEIVABLE

March 31, 2019

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

These reclassifications

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

Issued Accounting Standards

Stock Issuance Costs

stock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising

of additional capital to be performed within one year.

These costs are netted against additional paid-in capital as a cost of the stock

issuance upon closing of the respective stock placement.

During the quarter ended September 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

Accounts Receivable Trade

Accounts Receivable

Accounts Receivable Related Party

Less reserve for uncollectable accounts

Accounts receivable - net

NOTE 4 INVENTORY

Inventories by major classification were comprised of the following at:

March 31, 2019

Accounts Receivable is pledged to Nations Interbanc, our line of credit.

SCHEDULE OF LEASE RECEIVABLE ASSET

September 30, 2025

December 31, 2024

Work in Process

Less reserve for excess or obsolete inventory

Total Inventory

NOTE 5 PROPERTY AND EQUIPMENT

Property and equipment were comprised of the following at:

March 31, 2019

Long-term financing receivables

Less Reserve for uncollectable accounts

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

by major classification were comprised of the following at:

SCHEDULE OF INVENTORIES

September 30, 2025

December 31, 2024

Capital Equipment

Leasehold improvements

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

5 – PROPERTY AND EQUIPMENT

and equipment were comprised of the following at:

SCHEDULE OF PROPERTY AND EQUIPMENT

September 30, 2025

December 31, 2024

Property and Equipment

Accumulated Depreciation

Property and Equipment - Net

For the three months ended March 31, 2019 we recognized depreciation expense in the amount of $8,794 and for the three months ended March 31, 2019 we recognized depreciation expense in the amount of $8,862

NOTE 6 INTANGIBLE ASSETS

Intangible assets were comprised of the following at:

March 31, 2019

( 1,431,830 )

Net Fixed Assets

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

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

6 – INTANGIBLE ASSETS

assets were comprised of the following at:

SCHEDULE OF INTANGIBLE ASSETS

September 30, 2025

December 31, 2024

LWL Intangibles

Accumulated Amortization

Net Intangible Assets

Our Amortization Expense for the three months ended March 31, 2019 and 2018 was $2,969 and 2,969 respectively.

NOTE 7 ACCRUED EXPENSES

March 31, 2019

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 .

The Company classifies goodwill as having

an indefinite life, and as such, it is not amortized but is subject to annual impairment testing.

The Company evaluates goodwill for

impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

useful life of goodwill is considered indefinite due to the continued potential to generate economic benefits from the business acquired.

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

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.

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

20 years from the filing date, or the expected period of the patent’s utility.

The Company evaluates the carrying value of patents

regularly to ensure that their estimated useful life and amortization period remain appropriate.

Amortization expense for the period

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

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

and the liabilities assumed in the Business combination.

following table presents the purchase price allocation:

SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION

Consideration:

Cash and cash equivalents

Total purchaser consideration

Assets acquired:

Cash and cash equivalents

Other receivable

Trading Contracts

Shenzhen Gas Relationship

Total assets acquired

Liabilities assumed:

Advance Receipts

Taxes Payable

Net Assets Acquired:

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

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

The performance contingencies were not met.

Since the performance metrics

were clearly defined and objectively not met, the contingency is considered extinguished and no accrual is warranted.

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.

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.

8 – ACCRUED EXPENSES

OF ACCRUED EXPENSES

September 30, 2025

December 31, 2024

Accrued Wages

Accrued Interest

Accrued Interest Related party

Customer Deposit

Accrued Payable to GE - TSA

Accrued Rents and Moving Expenses

NOTE 8 NOTES PAYABLE

The Company issued a short-term note payable to an individual, secured by the assets of the Company, dated September 6, 2013 in the amount of $50,000 and fixed fee amount of $3,500.

As of March 31, 2019 the outstanding balance was $38,500 .

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

Amounts outstanding under the agreement bear interest at the rate of 2.5% per month.

Sales tax payable

Accrued Taxes and other

Total accrued expenses

9 – WARRANT LIABILITY

December 5, 2024, the Company entered into an Equity Line of Credit Agreement with Mast Hill Fund, L.P.

(the “Investor”),

pursuant to which the Investor committed to provide up to $ 5.0 million to the Company.

connection with the agreement, the Company issued a purchase warrant to the Investor to purchase up to 33,333 shares of common stock

at an initial exercise price of $ 30.00 per share, subject to customary anti-dilution adjustments and a 4.99 %

beneficial ownership limitation.

The warrant is exercising upon issuance and expires on the second anniversary of the issuance date.

warrant contains a down-round provision whereby the exercise price will be reduced if the Company issues common stock, options, or convertible

securities at a price below the then-current exercise price of the warrant.

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.

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

Fair value-beginning of period

Change in fair value

Fair value-end of period

10 – LINE OF CREDIT AND NOTES PAYABLE

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

outstanding under the agreement bear interest at the rate of 2.5 % annually.

It is secured by the assets of the Company.

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

As of March 31, 2019, the outstanding balance was $1,506,425.

On September 11, 2015, our CE HRS subsidiary issued a promissory note in the initial principal amount $1,400,000 and assumed a pension liability of $100,000, for a total liability of $1,500,000, in connection with our acquisition of the heat recovery solutions, or HRS, assets of General Electric International, Inc., a Delaware corporation (GEII), including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures.

The note bears interest at the rate of 2.66% per annum.

The note is payable on the following schedule:

(a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal quarterly installments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, 2018 at which time the remaining unpaid principal amount of this note and all accrued and unpaid interest thereon shall be due and payable in full

We are currently in default on the payment of the purchase price pursuant to our asset purchase agreement with General Electric due to a combination of our inability to raise sufficient capital as expected and our belief that we are entitled to a reduction in purchase price we paid.

We are in the process of negotiations with General Electric.

On September 15, 2016, Meddy Sahebi, Chairman of our previous Board of Directors, advanced the Company $5,000.

There were no specified terms for repayment of this loan other than that it was to be repaid within a reasonable time.

As of March 31, 2019 the outstanding balance was $5,000.

On June 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of June 21, 2019.

On September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $100,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of September 21, 2019.

On January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020.

Convertible notes

On September 6, 2016, we entered into a one-year convertible note payable for $87,500, which accrues interest at the rate of 12% per annum.

It is not convertible until nine months after its issuance and has a conversion rate of fifty-five percent (55%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding the date of conversion.

On December 16, 2016 we issued 1,200,000 shares of common stock at $.0031 for a partial conversion of this note in the amount of $3,696.

January 4, 2018, we issued 2,300,000 shares of common stock at $.002192 for a partial conversion of this note in the amount of $5,042.

On November 2, 2016, we effected the repayment of the convertible note dated March 15, 2016 for an aggregate amount of $84,000.

Concurrently, we entered into an Escrow Funding Agreement with Red Dot Investment, Inc., a California corporation (Reddot), pursuant to which Reddot deposited funds into escrow to fund the repayment and we assigned to Reddot our right to acquire the convertible note and Reddot acquired the convertible note.

Concurrently, we and Reddot amended the convertible note (a) to have a fixed conversion price of $.005 per share, subject to potential further adjustment in the event of certain Common Stock issuances, (b) to have a fixed interest rate of ten percent (10%) per annum with respect to both the redemption amount and including a financing fee and any costs, expenses, or other fees relating to the convertible note or its enforcement and collection, and any other expense for or on our account (in each case with a minimum 10% yield in the event of payoff or conversion within the first year), such amounts to constitute additional principal under the convertible note, as amended, and (c) as otherwise provided in the Escrow Funding Agreement.

The March 2016 convertible note, as so amended, is referred to as the Master Note.

On January 9, 2017, we effected the partial repayment of the convertible note dated July 6, 2016.

The holder had elected to convert $15,400 ($11,544 in principal and $3,855 in accrued interest) into a total of 7,000,000 shares of Common Stock.

The conversion left $66,205 remaining due and payable under the July 2016 convertible note and we paid the note holder a total of $89,401 in repayment.

On January 12, 2017, we effected the partial repayment of the convertible note dated September 6, 2016.

The holder had elected to retain $26,117 (consisting of $24,228 in principal and $1,899 in interest), leaving $60,941 remaining due and payable under the September 2016 convertible note, which was satisfied and canceled in consideration of the payment to the note holder of $97,506.

On January 9, 2017, we effected the repayment in full of the convertible note dated August 12, 2016 through payment to the note holder of a total of $89,401.

Concurrently with the foregoing note repayments, we entered into a Credit Agreement and Promissory Note (the Credit Agreement) with Megawell USA Technology Investment Fund I LLC, a Wyoming limited liability company in formation (MW I), pursuant to which MW I deposited funds into escrow to fund the repayment of the convertible notes and we assigned to MW I our right to acquire the convertible notes and otherwise agreed that MW I would be subrogated to the rights of each note holder to the extent a note was repaid with funds advanced by MW I.

Concurrently, MW I acquired the Master Note and we agreed that all amounts advanced by MG I to or for our benefit would be governed by the terms of the Master Note, including the payment of a financing fees, interest, minimum interest, and convertibility.

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

The foregoing summary descriptions of the Escrow Funding Agreement (including amendments to the Master Note), the Settlement Agreement, and the Credit Agreement are not complete and are qualified in their entirety by reference to the full texts thereof, copies of which were included as Exhibits 10.02 to our

Current Report on Form 8-K dated October 31, 2016 and to Exhibits 10.01 and 10.02 to our Current Report on Form 8-K dated January 4, 2016.

The foregoing summary description of the original Master Note is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which was included as Exhibit 10.03 to our Current Report on Form 8-K dated October 31, 2016.

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

It is not convertible until nine months after its issuance and has a conversion rate of ninety one percent (61%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion.

On November 6, 2017 this note was assumed and paid in full at a premium for a total of $116,600 by Cybernaut Zfounder Ventures.

An amended term were added to the original note with the interest rate of 14%.

This note matured on February 21 st of 2018 and is currently in default.

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

It is not convertible until nine months after its issuance and has a conversion rate of fifty-five eight percent (58%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion.

On November 6, 2017 this note was assumed and paid in full at a premium for a total of $95,685, by Cybernaut Zfounder Ventures.

An amended term was added to the original note with the interest rate of 14%.

This note matured on February 26 th , 2018 and is currently in default.

On August 17, 2017 we entered into a convertible note payable for $68,000, with a maturity date of May 30, 2018, which accrues interest at the rate of 12% per annum.

It is not convertible until nine months after its issuance and has a conversion rate of fifty-eight percent (58%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion.

This note was paid in full on February 15, 2018

On July 25, 2017 we entered into a convertible note payable for $103,000, with a maturity date of April 25, 2018, which accrues interest at the rate of 12% per annum.

It is not convertible until nine months after its issuance and has a conversion rate of ninety percent (60%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding the date of conversion.

This note was paid in full on February 15, 2018

On February 13, 2018 the Corporation and Confections Ventures Limited.

The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein.

As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of the note.

This note was assigned to Mgw Investments and they agreed not to convert the $939,500 note in to shares in excess of the 800,000,000 Authorized limit until we have increased the Authorized shares to the Board approved limit of 2 billion shares.

On February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018, with an interest rate of 12% per annum payable to MGWI (the MGWI Note).

The MGWI Note is convertible into shares of the Corporations common stock at the lower of:

(i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice;

or (ii) 0.003.

As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis.

The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc.

in the principal amount

of $103,000 with an interest rate of 12% per annum, due April 25, 2018.

At December 31, 2018 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature.

On December 13, 2018 we entered into a convertible note payable for $83,000, with a maturity date of December 13, 2019, which accrues interest at the rate of 12% per annum.

It is convertible six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion.

February 13, 2019 we entered into a convertible note payable for $138,000, with a maturity date of February 13, 2020, which accrues interest at the rate of 12% per annum.

It is convertible six months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion.

On January 10, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020.

Subsequently on April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of April 9, 2020, which accrues interest at the rate of 12% per annum.

NOTE 9 DERIVATIVE LIABILITIES

As a result of the convertible notes we recognized the embedded derivative liability on the date of note issuance.

We also revalued the remaining derivative liability on the outstanding note balance on the date of the balance sheet.

We value the derivative liability using a binomial lattice model with an expected volatility of 194% and a risk free interest rate of 2.54% The remaining derivative liabilities were:

Derivative Liabilities on Convertible Loans:

March 31, 2019

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.

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

Interbanc has lowered the accrued fees balance by $ 275,000 as well as the accrual rate to 2.25 % per 30 days.

As a result, CETY has agreed

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

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

concluded that these arrangements do not involve the transfer of discrete existing financial assets that would qualify for derecognition

under ASC 860.

Instead, the Company continues to generate and collect its operating cash receipts and remits amounts to the lenders until

the contractual repayment amounts have been satisfied.

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

ASC 470 and ASC 835.

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

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

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

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

as a direct deduction from the related liabilities.

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

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

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

was due to Reliance, amortizing and to be repaid over approximately 32 weeks, and as of 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,

from Agile pursuant to short-term cash advance loans.

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

was due to Agile, amortizing and to be repaid over approximately 32 weeks, and as of June 30, 2025, the balance on the loans was approximately

$ 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 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 .

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

a $ 300,000 Convertible Promissory Note, due September 16, 2023 for a purchase price of $ 270,000 plus an original issue discount in the

amount of $ 30,000 , and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled to purchase 6,250 shares of common

stock per the warrant agreement at the exercise price of $ 1.60 .

The Securities Purchase Agreement provides customary representations,

warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration rights.

Mast Hill converted their

warrant on April 18, 2023.

This note has been amended 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 .

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

January 19, 2023, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company issued to Mast Hill a

Convertible Promissory Note, due January

19, 2024 for a purchase price of $ 168,300

plus an original issue discount in the amount of $ 18,700

and an interest rate of fifteen percent ( 15 %)

Mast Hill Fund is entitled to purchase 3,896

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 $ 209,517 .

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

March 8, 2023, we entered into a Securities Purchase Agreement with Mast Hill pursuant to which the Company issued to Mast Hill a $ 734,000

Convertible Promissory Note, due March

8, 2024 , for a purchase price of $ 660,600

plus an original issue discount in the amount of $ 73,400

and an interest rate of fifteen percent ( 15 %)

Mast Hill Fund is entitled to purchase 24,467

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.

July 20, 2023, the Company closed the transactions contemplated by the Securities Purchase Agreement with Mast Hill, dated July 18, 2023,

pursuant to which the Company issued to Mast Hill a $ 556,000 Convertible Promissory Note, due July 18, 2024 for a purchase price of $ 500,400

plus an original issue discount in the amount of $ 55,600 , and an interest rate of fifteen percent ( 15 %) per annum.

The principal and

interest of the Note may be converted in whole or in part at any time on or following the issue date, into common stock of the Company,

par value $ .001 share (“Common Stock”), subject to anti-dilution adjustments and for certain other corporate actions subject

to a beneficial ownership limitation of 4.99 % of Mast Hill and its affiliates.

The per share conversion price into which principal amount

and accrued interest may be converted into shares of Common Stock equals $ 90.00 , subject to adjustment as provided in the Note.

event of default, the Note will become immediately payable and the Company shall be required to pay a default rate of interest of 15 %

At anytime prior to an event of default, the Note may be prepaid by the Company at a 150 % premium.

The Note contains customary

representations, warranties and covenants of the Company.

The principal balance and accrued interest balance of this as of November 8,

2023 was $ 581,363 .

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

October 13, 2023, the company entered into a promissory note with Diagonal in the amount of $ 197,196 with an interest rate of 10 % per

annum and a default interest rate of 22% per annum .

This note is due in full on August 15, 2024 and has mandatory monthly payments of

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

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

the note may be converted into shares of common stock of the company.

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

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

This note was paid off on August 15, 2024 and the balance

on this note as of December 31, 2024, was $ 0 .

November 17, 2023, the Company entered into a promissory note with Diagonal in the amount of $ 261,450 with an interest rate of 10 % per

annum and a default interest rate of 22% per annum .

This note is due in full on September 30, 2024 and has mandatory monthly payments

of $ 28,760 .

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

In the event of the default, at the option of the

Investor, the note may be converted into shares of common stock of the company.

This note is convertible, but not until a contingent

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

The balance of this note was paid off as

of December 31, 2024.

November 30, 2023, the Company entered into a promissory note with Diagonal in the amount of $ 136,550 with an interest rate of 10 % per

annum and a default interest rate of 22% per annum .

This note is due in full on September 30, 2024 and has mandatory monthly payments

of $ 15,021 .

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

In the event of the default, at the option of the

Investor, the note may be converted into shares of common stock of the company.

This note is convertible, but not until a contingent

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

The balance of this note as of December 31,

2024 was $ 0 .

December 19, 2023, the Company entered into a promissory note in the amount of $ 92,000 with an interest rate of 10 % per annum and a default

interest rate of 22% per annum .

This note is due in full on October 30, 2024 and has mandatory monthly payments of $ 10,120 .

had an OID of $ 12,000 and was recorded as finance fee expense.

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

be converted into shares of common stock of the company.

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

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

The balance of this note as of December 31, 2024 was $ 0 .

January 3, 2024, the Company entered into a securities purchase agreement with FirstFire, pursuant to which the Company agreed to issue

and sell to FirstFire the promissory note of the Company in the principal amount of $ 143,750 , which amount is the $ 125,000 actual amount

of the purchase price plus an original issue discount in the amount of $ 18,750 .

The Note is convertible into shares of common stock of

the Company at a fixed price of $ 24.00 , par value $ 0.001 per share upon the terms and subject to the limitations and conditions set forth

in such Note.

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

As a condition to the sale of the Note,

the Company issued to the FirstFire 667 shares of Common Stock.

On the closing date, the Buyer shall further withhold from the Purchase

Price (i) a non-accountable sum of $ 5,000 to cover the FirstFire’s legal fees and (ii) a sum of $ 7,188 to cover the Company’s

fees owed to Revere Securities LLC, a registered broker-dealer, in connection with this transaction.

The balance of this note as of December

31, 2024 was $ 0 .

February 2, 2024, the Company entered into a securities purchase agreement with Coventry Enterprises LLC, a Delaware limited liability

company Coventry pursuant to which the Company agreed to issue and sell to the Buyer the promissory note of the Company in the principal

amount of $ 92,000 , which amount is the $ 80,000 actual amount of the purchase price plus an original issue discount in the amount of $ 10,120 .

This note is due in full on November 30, 2024.

As a condition to the sale of the Note, the Company issued to the Coventry 20,000 shares

of Common Stock.

The Note is convertible into shares of common stock at a fixed price of $ 24.00 of the Company, par value $ 0.001 per share,

upon the terms and subject to the limitations and conditions set forth in such Note.

The note was paid off as of December 1, 2024 and

balance of this note as of December 31, 2024 was $ 0 .

March 4, 2024, the Company entered into a securities purchase agreement with FirstFire, pursuant to which the Company agreed to issue

and sell to the FirstFire the promissory note of the Company in the principal amount of $ 280,500 , which amount is the $ 255,000 actual

amount of the purchase price plus an original issue discount in the amount of $ 25,500 .

This note is due in full on February 28, 2025.

The Note is convertible into shares of common stock at a fixed price of $ 24.00 of the Company, par value $ 0.001 per share, upon the terms

and subject to the limitations and conditions set forth in such Note .

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

Buyer 1,333 shares of Common Stock.

On the closing date, the FirstFire shall further withhold from the Purchase Price (i) a non-accountable

sum of $ 6,000 to cover the Buyer’s legal fees and (ii) a sum of $ 5,563 to cover the Company’s fees owed to Revere Securities

LLC, a registered broker-dealer, in connection with this transaction.

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

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

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

interest, entered into a loan agreement with FPM Development LLC, a Nevada limited liability company, and Evergreen Credit Facility I

LLP, a Nevada limited liability partnership (collectively, the “Lenders”), pursuant to which the Lenders agreed to loan to

VRG the principal amount of $ 12 million, to be disbursed in tranches based on agreed-upon milestones, for the construction of a waste-to-biogas

generation facility.

The term of the loan is two (2) years from the date of the first disbursement and shall mature at the end of the

said two (2) years.

The Loan shall bear interest on the amount outstanding at a rate equal to the 12-month Secured Overnight Financing

Rate (SOFR) as published by the Federal Reserve Bank of New York plus 4.75% per annum.

Under the Loan Agreement, the $ 12 million loan

shall be secured by (i) two contracts of VRG and (ii) a corporate guarantee provided by the Company pursuant to which the Company agreed

to absolutely and unconditionally guarantees, on a continuing basis, to the Lenders the prompt payment to the Lenders when due at maturity

all of VRG’s liabilities and obligations under the Loan Agreement.

Under the Loan Agreement, the Lenders may also convert up to

30% of the amount of the loan disbursed into shares of common stock of the Company, at the exercise price of 15% discounted value of

the then-current share price of the common stock of the Company.

AMEC Business Advisory Pte.

Ltd., a company incorporated in Singapore

(the “AMEC”) may assume or acquire up to 50% of the total loan amount under the Loan Agreement, and seeks the option to convert

an extra 10% of the amount of loan disbursed, in addition to a pro-rata portion of the 30% conversion right.

FPM Development is in default,

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

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

company (“Diagonal”), pursuant to which the Company agreed to issue and sell to Diagonal a convertible promissory note of

the Company in the principal amount of $ 180,960 for a purchase price of $ 156,000 plus an original issue discount in the amount of $ 24,960 .

The Note provides for a one-time interest charge of thirteen percent ( 13 %) of the principal amount equal to $ 23,524 .

The Company shall

make nine (9) payments, each in the amount of $ 22,720 to Diagonal.

The first payment shall be due on September 30, 2024 with eight (8)

subsequent payments due on the 30th day of each month thereafter, the note is due in full on May 31, 2025.

Any amount of principal or

interest on this Note which is not paid when due shall bear a default interest at the rate of twenty two percent (22%) per annum from

the due date thereof until the same is paid.

All or any part of the outstanding and unpaid amount under the Note may be converted at

any time following an event of default (the “Event of Default”) into common stock of the Company, par value $ 0.001 per share,

at the conversion price of $ 1.00 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Diagonal

and its affiliates.

Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common

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

The balance of this note as of September 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

and sell to Coventry a convertible promissory note of the Company in the principal amount of $ 92,000 for a purchase price of $ 80,000

plus an original issue discount in the amount of $ 12,000 .

The Note provides for a one-time interest charge of ten percent (10%) of the

principal amount equal to $9,200.

The Company shall make ten (10) payments, each in the amount of $10,120 to Coventry.

The first payment

shall be due on October 1, 2024 with nine (9) subsequent payments due on the 1st day of each month thereafter, this note is due in full

on July 30, 2025.

Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the rate

of twenty two percent (22%) per annum from the due date thereof until the same is paid .

The Company will issue 1,000 commitment shares

of its Common Stock to Coventry in connection with this transaction.

All or any part of the outstanding and unpaid amount under the Note

may be converted at any time following an event of default into common stock of the Company, par value $ 0.001 per share at the conversion

price of $ 24.00 per share or the per share price of any issuance of the Company’s stock within the 30 days before or after the conversion,

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

Events of Default

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

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

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

to the promissory note that was issued by the Company to Mast on May 6, 2022, in the original principal amount of $ 750,000 ;

an amendment to the promissory note that was issued by the Company to Mast on September 16, 2022, in the original principal amount of

$ 300,000 (collectively, the “Amendments”).

Pursuant to the Amendments, the maturity date of both of the original promissory

notes shall be extended to December 31, 2025, and the Company shall pay an extension fee of $ 300,000 in total to Mast at closing.

amount was recorded in the statements of operations as interest expenses, as it was calculated using the applicable default interest

September 10, 2024, the Company entered into a securities purchase agreement with Mast pursuant to which the Company agreed to issue

and sell to Mast a convertible promissory note of the Company in the principal amount of $ 612,000 for a purchase price of $ 612,000 .

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,

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

and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 150,650 for a purchase price of $ 131,000

plus an original issue discount in the amount of $ 19,650 .

The Note provides for a one-time interest charge of thirteen percent (13%)

of the principal amount equal to $19,584.

The Company shall make nine (9) payments, each in the amount of $18,915 to Diagonal.

payment shall be due on October 30, 2024 with eight (8) subsequent payments due on the 30th day of each month thereafter.

of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of twenty two percent (22%)

per annum from the due date thereof until the same is paid .

All or any part of the outstanding and unpaid amount under the Note may be

converted at any time following an event of default into common stock of the Company, par value $ 0.001 per share at the conversion price

of $ 15.00 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Diagonal and its affiliates.

Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other

events as set forth in the Note.

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

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

and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 125,080 for a purchase price of $ 106,000

plus an original issue discount in the amount of $ 19,080 .

The Note provides for a one-time interest charge of fifteen percent (15%) of

the principal amount equal to $18,762.

The Company shall make nine (9) payments, each in the amount of $15,982 to Diagonal.

payment shall be due on November 15, 2024 with eight (8) subsequent payments due on the 15th day of each month thereafter.

of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of twenty two percent (22%)

per annum from the due date thereof until the same is paid.

All or any part of the outstanding and unpaid amount under the Note may be

converted at any time following an event of default into common stock of the Company, par value $ 0.001 per share, at the conversion price

of $ 15.00 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Diagonal and its affiliates.

Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other

events as set forth in the Note.

The balance of this note as of September 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

and sell to Coventry a convertible promissory note of the Company in the principal amount of $ 101,000 for a purchase price of $ 96,000

plus an original issue discount in the amount of $ 5,000 .

The Note is due and payable on December 24, 2024 and provides for a interest

rate of 3.94 %, compounded monthly.

The Company shall also issue to Coventry 2,667 unregistered shares of its common stock, par value

$ 0.001 per share as loan commitment shares in connection with this transaction.

All or any part of the outstanding and unpaid amount

under the Note may be converted at any time following an event of default into Common Stock of the Company, subject to a beneficial ownership

limitation of 4.99 % of Coventry and its affiliates.

The conversion price is the lower of $ 15.00 per share or the per share price of any

issuance of the Company’s stock within the 30 days before or after the conversion, subject to anti-dilution adjustments.

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

as set forth in the Note.

The balance of this note as of September 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

an amendment to that certain promissory note originally issued by the Company to Mast on September 9, 2024, in the original principal

amount of $ 612,000 .

Pursuant to the Amendment, Mast shall pay the purchase price of an additional $ 160,000 on or before November 20,

2024, and the principal balance of the Note shall be increased by $ 160,000 on the date that the Company received the funding from Mast.

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

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

pursuant to which the Company agreed to issue and sell to Lender (i) a convertible promissory note of the Company in the principal amount

of $ 105,000 and (ii) 2,667 shares of common stock of the Company, par value $ 0.001 per share, as inducement shares for this transaction,

for an aggregate purchase price of $ 100,000 .

The Note becomes due and payable on February 28, 2025 and provides for a one-time interest

charge of twelve percent ( 12 %) of the principal amount payable on the Maturity Date.

The Lender is entitled to convert at any time all

or any part of the outstanding and unpaid amount under the Note into Common Stock of the Company, at the conversion price of $ 15.00 per

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 .

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

pursuant to which the Investor agreed to provide an equity line of up to Five Million Dollars ($ 5,000,000 ) (the “Maximum Commitment

Amount”) to the Company, whereby the Company has the right, but not the obligation, at any time and from time to time during the

24 months from the date of the Equity Line of Credit Agreement (the “Commitment Period”), to issue a notice to the Investor

(each a “Put Notice”) which shall specify the amount of registered and freely tradable shares of Common Stock of the Company,

par value $ 0.001 per share (the “Put Shares”), that the Company elects to sell to the Investor (each a “Put”),

up to an aggregate amount equal to the Maximum Commitment Amount.

The purchase price per Put Share shall mean 95% of the lowest traded

price of the Company’s Common Stock on any trading day during the pricing period, and the pricing period for each Put will be the

3 trading days immediately after receipt of the Put Shares by the Investor.

Each Put Notice shall direct the Investor to purchase Put

Shares (i) in a minimum amount not less than $5,000 and (ii) in a maximum amount up to $250,000, provide further that the number of Put

Shares in each respective Put shall not exceed 20% of the average trading volume of the Company’s Common Stock during the 5 trading

days immediately preceding the date of the Put Notice.

There shall be a 1 trading day period between the receipt of the Put Shares and

the next Put Notice, subject to acceleration upon a “Volume Event” where the trading volume of the Company’s Common

Stock on a trading day exceeds 300% of the total Put Shares of the immediately prior Put Notice .

The Company agreed to issue 3,333 shares

of Common Stock to the Investor as the “commitment fee” for the Equity Line of Credit Agreement.

In addition, the Company

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

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

eastern standard time

on the two-year anniversary thereof, at an initial exercise price of $ 2.00 per share, subject to customary anti-dilution adjustments

and a beneficial ownership limitation of 4.99 % of the Investor and its affiliates.

The Company further agreed that if it issues shares

of Common Stock for a consideration per share (or grants options with an exercise price or issues convertible securities with a conversion

price) less than a price equal to the exercise price in effect immediately prior to such issuance, then the exercise price of the Warrant

shall be reduced to an amount equal to that consideration per share (or exercise price or conversion price).

December 11, 2024, the Company and Mast Hill entered into an amendment to that certain promissory note originally issued by the Company

to Mast on September 10, 2024, in the original principal amount of $ 612,000 .

Pursuant to the Amendment, Mast shall pay the purchase price

of an additional $ 50,000 on or before December 12, 2024, and the principal balance of the Mast Note shall be increased by $ 60,000 on

the date that the Company received the funding from Mast.

The original issuance and sale of the Mast Note was disclosed through the current

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

The balance of this note as of September 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

and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 93,725 for a purchase price of $ 81,500

plus an original issue discount in the amount of $ 12,225 .

A one-time interest charge of fifteen percent ( 15 %) of the principal amount,

equal to $ 14,058 , is applied to the principal amount on the issuance date of the Note.

The Company shall make six (6) repayments to Diagonal

according to the payment schedule set forth in Section 1.2 of the Note, with the last repayment due on September 15, 2025.

part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock

of the Company, par value $ 0.001 per share, at the conversion price of $ 15.00 per share, subject to anti-dilution adjustments and a beneficial

ownership limitation of 4.99 % of Diagonal and its affiliates.

Events of Default include failure to pay principal or interest, bankruptcy

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

The balance of this note as of September 30,

2025, was $ 0 .

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

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

and (ii) warrants to purchase 54,594

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

as payment in full of that certain promissory note issued by

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

net funding of $ 308,051 ,

and the note and warrants described above were issued to Mast Hill.

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

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

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

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 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.

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 .

The transaction closed on February 28, 2025, and on such date pursuant to the securities purchase agreement, Mast Hill’s legal

expenses of $ 8,000 were

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

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

and the note and warrants described above were issued to Mast Hill.

The note matures 12 months following the issue date, accrues

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

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

all of the assets of the Company.

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

holder at a conversion price equal to the lesser of (i) $ 37.5 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 ,

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 .

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 $ 5.87 ,

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 ,

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 $ 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 .

The Company valued the conversion feature of the convertible note on the date of issuance resulting in an initial liability of $ 105,606 .

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

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

expected volatility of 92 %,

risk-free interest rate ranging of 3.98 %,

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 $ 51,775 resulting in a gain of $ 53,831 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 ,

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 .

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

(“Lucas Ventures”), pursuant to which the Company sold, and Lucas Ventures purchased, (i) a convertible promissory note in

the original principal amount of $ 109,500 , and (ii) 2,667 shares of Company common stock (the “Shares”) for a purchase price

of $ 104,000 .

On May 19, 2025, the purchase price was paid by Lucas Ventures to the Company, and the note and shares were issued to Lucas

The note matures on August 15, 2025, accrues interest of 8 % per annum, and is convertible into shares of the Company’s

common stock at the election of the holder, at or following 90 days after note funding, at a conversion price of $ 0.50 ;

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 ,

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,

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 $ 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:

the initial conversion prices of $ 3.90 ,

the closing stock price of the Company’s common stock on the date of valuation of $ 4.05 ,

an expected dividend yield of 0 %,

expected volatility of 98 %,

risk-free interest rate ranging of 4.12 %,

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 ,

the closing stock price of the Company’s common stock on the date of valuation of $ 3.51 ,

an expected dividend yield of 0 %,

expected volatility of 95 %,

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:

SCHEDULE OF CHANGES IN DERIVATIVE LIABILITY

Balance, January 1, 2025

Issuance of new derivative liability

Change in fair market value of derivative liability

Balance, September 30, 2025

due to Convertible Notes

OF CONVERTIBLE NOTES

September 30, 2025

December 31, 2024

Outstanding Balance

NOTE 10 COMMITMENTS AND CONTINGENCIES

The company has received an invoice from Oberon Securities for $291,767 which is in dispute.

The company believes it has defenses to the claim for compensation and plans to assert appropriate counterclaims and actions as permitted by law.

No liability has been recorded for this claim as the Company believes there is a greater than not probability that our Company will prevail in defending against the claim.

Operating Rental Leases

On March 10, 2016, we signed a lease agreement for a 18,200 square-foot CTU Industrial Building at 2990 Redhill Unit A, Costa Mesa, CA.

The lease term at the new facility is seven years and two months beginning October 1, 2016.

In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month.

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

Future minimum lease payments for the years ended December 31, as follows:

Lease Payment

Our Rent expense including common area maintenance for the Three months ended March 31, 2019 and 2018 was $82,034 and $70,979 respectively.

Severance Benefits

Effective at December 31, 2018, Mr.

Bennett, was entitled to receive in the event of his termination without cause a severance benefit consisting of a single lump sum cash payment equal the salary that Mr.

Bennett would have been entitled to receive through the remainder of his employment period or two (2) years, whichever is greater, at an annual salary of $140,000.

NOTE 11 CAPITAL STOCK TRANSACTIONS

On April 21, 2005, our Board of Directors and shareholders approved the re-domicile of the Company in the State of Nevada, in connection with which we increased the number of our authorized common shares to 200,000,000 and designated a par value of $.001 per share.

On May 25, 2006, our Board of Directors and shareholders approved an amendment to our Articles of Incorporation to authorize a new series of preferred stock, designated as Series C, and consisting of 15,000 authorized shares.

On June 30, 2017, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 400,000,000 and in the number of our authorized preferred shares to 10,000,000.

The amendment effecting the increase in our authorized capital was filed and effective on July 5, 2017.

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

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

Common Stock Transactions

The Corporation received $907,377 in exchange for the issuance of 302,462,667 restricted shares of the Corporations common stock, par value $.001 per share (the Common Stock), as disclosed on form 8K on February 15, 2018.

From January 1 through September 30, 2018 we issued 26,054,672 for partial conversions of our convertible notes.

We also issued 13,800,000 shares for additional compensation and 1,500,000 for consulting services.

On October 9, 2018 we issued 884,195 shares @ .04 for payment of an accounts payable in the amount of $35,367.

On February 13, 2019 we issued 20,000,000 @ $.0131 to Kambiz Mahdi our CEO as additional compensation accrued for in 2018 in the amount of $262,000.

Our Articles of Incorporation authorize us to issue 800,000,000 shares of common stock, par value $0.001 per share.

As of December 31, 2018 there were 555,582,656 shares of common stock outstanding.

All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable.

Total convertible notes

Accrued interest

Debt discount

Amortization of debt discount

11 – COMMITMENTS AND CONTINGENCIES

Rental Leases

ASU 2016-02 “Leases (Topic 842)” – In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize

almost all leases on their balance sheet as a right-of-use asset and a lease liability.

For income statement purposes, the FASB retained

a dual model, requiring leases to be classified as either operating or finance.

Classification will be based on criteria that are largely

similar to those applied in current lease accounting, but without explicit bright lines.

Lessor accounting is similar to the current

model but has been updated to align with certain changes to the lessee model and the new revenue recognition standard.

This ASU is effective

for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

We have adopted the above ASU

as of January 1, 2019.

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

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

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

On March 10, 2017, the Company signed

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

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

This lease ended as of November 30, 2023.

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

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

Due to the short termination clause, we are

treating this as a month-to-month lease .

This lease ended as of December 31, 2023.

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

On December 1, 2023, the Company signed a lease

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

Lease term is thirty-eight months beginning December

1, 2023 and expiring on January 31, 2027.

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

Mesa to Irvine, California for one year and 7 months commencing December 1, 2023 and ending September 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

to February 28, 2026 and has a monthly rent of RMB 28,200 including the VAT.

The lease required a security deposit of RMB 77,120 (or

The Company received a one-month rent abatement, which was considered in calculating the present value of the lease payments

to determine the ROU asset which is being amortized over the term of the lease .

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

are as the following:

sheet information related to the Company’s operating leases:

OF OPERATING LEASE COST

Right-of-used

liabilities – current

liabilities – non-current

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

4.5 %– 10.0 %

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

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

Mahdi would have been entitled

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

12 – CAPITAL STOCK TRANSACTIONS

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

Effective upon the filing of our Certificate

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

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

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

New Common Stock .

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

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,

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

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.

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

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

Lafferty & CO and Phillip US.

public offering price per share is $ 4.00 per share.

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

the second quarter of 2023, the Company issued 2,667 shares to a consultant at fair value of $ 72,000 .

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

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

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

exercise price is $ 1.60 per share.

The total purchase price was $ 150,000 .

May 10, 2023 Mast Hill exercised the right to purchase 3,896 of the Warrant Shares of Clean Energy Technologies, Inc., because of the

Common Stock Purchase Warrant Shares issued on January 19, 2023.

The exercise price is $ 1.60 per share.

The total purchase price was

June 14, 2023 Mast Hill exercised the right to purchase 2,563 of the Warrant Shares of Clean Energy Technologies, Inc., because of the

Common Stock Purchase Warrant issued on December 26, 2022.

The exercise price is $ 1.60 per share.

The total purchase price was $ 61,501 .

June 23, 2023 Mast Hill exercised the right to purchase 1,979 of the Warrant Shares of Clean Energy Technologies, Inc., because of the

Common Stock Purchase Warrant issued on November 21, 2022.

The exercise price is $ 1.60 per share.

The total purchase price was $ 47,501 .

September 12, 2023 Mast Hill exercised the right to purchase 1,979 of the shares of Warrant Shares of Clean Energy Technologies, Inc.,

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

The exercise price is $ 1.60 per share.

The total purchase price

was $ 47,501 .

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

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

The exercise price is $ 1.60 per share.

The total purchase price

was $ 293,600 .

October 27, 2023 Mast Hill exercised the right to purchase 12,233 of Warrant Shares of Clean Energy Technologies, Inc., because of the

Common Stock Purchase Warrant issued on March 08, 2022.

The exercise price is $ 1.60 per share.

The total purchase price was $ 293,600 .

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

Company issued to the Buyer 667 shares of Common Stock.

February 2, 2024, the Company entered into a securities purchase agreement (the “Agreement”) with Coventry Enterprises LLC,

a Delaware limited liability company (the “Buyer”).

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

1,333 shares of Common Stock.

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

As a condition to the agreement,

the Company issued 1,000 shares of Common Stock to the consultant.

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

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

issued to the Buyer 1,333 shares of Common Stock.

March 15, 2024, the Company and certain Subscribers 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.

The Warrant is exercisable

at the price of $ 2.00 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

and zero of common stock for conversion of zero Series E Preferred share.

September 2, 2024, Clean Energy Technologies, Inc.

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

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

As a condition to the sale of the Note,

the Company issued to the Buyer 1,000 shares (the “Commitment Shares”) of Common Stock.

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.

November 8, 2024, Clean Energy Technologies, Inc.

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

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

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

issued to the Buyer 2,667 shares (the “Commitment Shares”) of Common Stock.

November 18, 2024, Clean Energy Technologies, Inc.

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

with Mast Hill Fund LP, a Delaware limited liability company (the “Buyer”).

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

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

November 29, 2024, Clean Energy Technologies, Inc.

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

with Lucas Ventures, LLC, a Delaware limited liability company (the “Buyer”).

As a condition to the sale of the Note, the

Company issued to the Buyer 2,667 shares (the “Commitment Shares”) of Common Stock.

December 23, 2024, Clean Energy Technologies, Inc.

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

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

As a condition to the sale of the Note,

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

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

As a condition to the agreement,

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

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

Pursuant to the agreement, FirstFire accepted

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

As of 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.

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

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

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

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

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

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

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

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

per share requirement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

or about June 10, 2025, the Company issued 33,000 shares of common stock to Mast Hill pursuant to its conversion of $ 121,635 in interest

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

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

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

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

shares of common stock to 1800 Diagonal pursuant to its conversion

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

there were 4,663,553 shares of common stock outstanding.

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

will be, fully paid and non-assessable.

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

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

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

share of common stock held.

There are no cumulative voting rights.

The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock.

If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock.

Preferred Stock

Our Articles of Incorporation authorize us to issue 10,000,000 shares of preferred stock, par value $0.001 per share.

Our Board of Directors has the authority to issue additional shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included in each such series.

Our Board of Directors is also authorized to set the powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions of the shares of each such series.

Unless our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets upon liquidation.

Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal.

The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock.

We previously authorized 440 shares of Series A Convertible Preferred Stock, 20,000 shares of Series B Convertible Preferred Stock, and 15,000 shares Series C Convertible Preferred Stock.

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

from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences

of any outstanding preferred stock.

If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share

ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our

obligations to holders of our outstanding preferred stock.

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

Our Board of Directors

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

number of shares to be included in each such series.

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

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

restrictions of the shares of each such series.

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

of dividends and to the distribution of assets upon liquidation.

Any issuance by us of shares of our preferred stock may have the effect

of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal.

The issuance of preferred stock

also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect

the rights and powers, including voting rights, of the holders of common stock.

previously authorized 440 shares of Series A Convertible Preferred Stock, 1,333 shares of Series B Convertible Preferred Stock, and 1,000

shares Series C Convertible Preferred Stock.

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

Effective August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares.

Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of six months.

We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500 shares.

The following are primary terms of the Series D Preferred Stock.

The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum.

Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled.

If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%.

Any unpaid or accrued special dividends will be paid upon a liquidation or redemption.

For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis.

The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert.

The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion.

The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial

purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period.

The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period.

The Company may elect to redeem the Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to the investors right to convert, by providing written notice about its intent to redeem.

Each investor has the right to convert the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company.

In connection with the subscriptions for the Series D Preferred, we issued series F warrants to purchase an aggregate of 375,000 shares of our common stock at $.10 per share and series G warrants to purchase an aggregate of 375,000 shares of our common stock at $.20 per share.

On August 21, 2014, a holder holding 5,000 shares of Preferred Series D Preferred agreed to lower the dividend rate to 13% on its Series D Preferred.

In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date.

Warrant Activity

As of March 31, 2019, and December 31, 2018 there were no outstanding warrants

Stock Options

As of March 31, 2019, and December 31, 2018 there were no outstanding stock options

NOTE 12 RELATED PARTY TRANSACTIONS

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

From time to time, we purchase parts from Billet Electronics.

In addition, Billet was a supplier of parts and had dealings with current and former customers of the Company prior to joining the company.

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

On June 15, 2017 Meddy Sahebi Chairman of our Board of Directors advanced the Company $5,000.

There were no specified terms for repayment of this loan other than that it was to be repaid within a reasonable time.

As of December 31, 2017, the outstanding balance was $5,000.

Sahebi resigned from the board of directors on February 8, 2018 .

Pursuant to our 2017 Stock Compensation Program, effective July 1, 2017, we made the following stock option grants to members of our Board of Directors:

(a) we issued to each of our non-employee members of our Board of Directors first joining the Board in October 2015 and who had not received any compensation for serving as directors of the Company (five persons) options to purchase 150,000 shares of our common stock with an exercise price of $.03 per share, the last sale price of our common stock on June 29, 2017 and (b) we issued to each of our non-employee members of our Board of Directors currently serving on the Board (six persons) options to purchase 300,000 shares of our common stock with an exercise price of $.03 per share.

On the non-employee board members resigned, as disclosed in our 8K filed on February 15, 2018.

As a result, all remaining stock options were cancelled.

On February 13, 2018 the Corporation and Confections Ventures Limited.

The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein.

As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of the note.

The MGWI Note is convertible into shares of the Corporations common stock at the lower of:

(i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice;

or (ii) 0.003.

The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc.

in the principal amount of $103,000 with an interest rate of 12% per annum, due April 25, 2018.

On February 15, 2018 we issued 9,200,000 @ .0053 as additional compensation in the amount of $48,760.

On October 18, 2018 we entered into a 1 year employment agreement with Kambiz Mahdi our CEO, as part of the agreement Mr.

Mahdi was to be issued 20,000,000 shares of our common stock, as additional compensation.

for the year ended December 31, 2018 we accrued for and subsequently on February 13, 2019, issued 20,000,000 shares @ $.0131 to Mr.

Mahdi in the amount of $262,000.

NOTE 13 - WARRANTY LIABILITY

There was no change in our warranty liability for the three and three months ended March 31, 2019.

Our policy is to accrue 2% of revenue for warranty liability, however our experience has been low due to the claim experience that we feel that the current warranty accrual is sufficient.

NOTE 14 SUBSEQUENT EVENTS

Subsequently on April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of February 13, 2020, which accrues interest at the rate of 12% per annum.

It is not convertible six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion.

On April 30, 2019 our Board of Directors approved to increase the number of authorized shares of the Corporations common stock, par value $.001 per share from 800,000,000 to 2,000,000,000 shares.

Although this has been approved, it is still pending shareholder approval and after filing the 14C it will not be effective until 20 days after that time.

In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2019 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements.

August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 1,000 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.

We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500

following are primary terms of the Series D Preferred Stock.

The Series D Preferred holders were initially entitled to be paid a special

monthly divide at the rate of 17.5% per annum.

Initially, the Series D Preferred Stock was also entitled to be paid special dividends

in the event cash dividends were not paid when scheduled.

If the Company does not pay the dividend within five (5) business days from

the end of the calendar month for which the payment of such dividend is owed, the Company will pay the investor a special dividend of

an additional 3.5%.

Any unpaid or accrued special dividends will be paid upon liquidation or redemption.

For any other dividends or distributions,

the Series D Preferred Stock participates with common stock on an as-converted basis.

The Series D Preferred holders may elect to convert

the Series D Preferred Stock, in their sole discretion, at any time after a one-year (1) year holding period, by sending the Company

a notice to convert.

The conversion rate is equal to the greater of $3.20 or a 20% discount to the average of the three (3) lowest closing

market prices of the common stock during the ten (10) trading day period prior to conversion.

The Series D Preferred Stock is redeemable

from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any

time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid

dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D

Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption

The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company

and the investors have engaged in ongoing negotiations to determine an appropriate extension period .

The Company may elect to redeem

the Series D Preferred Stock any time at a price equal to the initial purchase price plus all accrued but unpaid dividends, subject to

the investors’ right to convert, by providing written notice about its intent to redeem.

Each investor has the right to convert

the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company.

October 31, 2023, Clean Energy Technologies, Inc.

(the “Company”) filed with the Nevada Secretary of State a certificate

of designation designating 233,333 shares of the undesignated and authorized preferred stock of the Company, par value $ 0.001 per share,

as the 15 % Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and setting forth the rights, preferences

and limitations of such Series E Preferred Stock.

Series E Preferred Stock has a stated value of $ 1.00 (the “Stated Value”) per share.

Each holder of the Series E Preferred

Stock is entitled to receive dividends payable on the Stated Value of the Series E Preferred Stock at a rate of 15% per annum.

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

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

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

Each holder of Series E Preferred Stock also enjoys certain

voting rights and preferences upon liquidation.

November 8, 2023, Clean Energy Technologies, Inc.

(the “Company”) entered into an exchange agreement (the “Agreement”)

with Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”), pursuant to which the Company agreed to issue to

the Holder 2,199,387 shares of the newly designated 15 % Series E Convertible Preferred Stock of the Company, par value $ 0.001 per share

(the “Series E Preferred Stock”), in exchange for the outstanding balances and accrued interest of $ 1,955,122 , as of November

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

Based on the analysis performed

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

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

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

Company has designated the rights of the Holder with respect to its shares of Series E Preferred Stocks pursuant to that certain Certificate

of Designations, Preferences, and Rights of Series E Convertible Preferred Stock (the “Certificate of Designation”).

Additionally,

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

summary of warrant activity for the periods is as follows:

May 6, 2022, we issued 15,625 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 750,000.00

to Mast Hill Fund at the exercise price per share of 324.00 .

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

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

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.

August 17, 2022, we issued 3,125 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 150,000

to First Fire at the exercise price per share of 24.00 .

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 March 1, 2023 First Fire exercised the warrant in full on a cashless basis to purchase 2,208 shares of

common stock.

September 1, 2022, we issued 2,894 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 138,889

to Pacific Pier at the exercise price per share of 24.00 .

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

of common stock.

On March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 2,074 shares of common stock.

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

$ 300,000 to Mast Hill Fund at the exercise price per share of 24.00 .

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

November 10, 2022 we issued 1,979 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 300,000

to Mast Hill Fund at the exercise price per share of 24.00 .

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 23, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 24.00 .

November 21, 2022 we issued 1,979 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 95,000

to Mast Hill Fund at the exercise price per share of 24.00 .

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 12, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 24.00 .

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

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

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

Darbie & Co., Inc.

according to finder agreement we entered into date April

2022 at the exercise price of $ 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

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 .

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

Lafferty & Co.

a 5 -year warrant (the “Underwriter

Warrants”) to purchase 1,950 shares of common stock in conjunction with a public offering (the “Underwriting Offering”)

pursuant to a registration statement on Form S-1.

October 25, 2023 Mast Hill exercised the right to purchase 12,233 of the shares of Common Stock (“Warrant Shares”) of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on March 08, 2023.

price is $ 24.00 per share.

The total purchase price was $ 293,600 .

March 15, 2024, we issued 133,333 warrant shares in connection with the issuance of subscription agreement in the amount of $ 900,000

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

June 18, 2024, we issued 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 .

December 5, 2024, we issued 33,333 warrant shares to Mast Hill Fund in connection with the issuance of equity line of credit agreement

at the warrant exercise price of per share of $ 30.00 .

January 16, 2025, we issued 54,594 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 1,637,833

to Mast Hill Fund at the exercise price per share of $ 37.50 .

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

$ 620,000 to Mast Hill Fund at the exercise price per share of $ 37.50 .

SCHEDULE OF WARRANT ACTIVITY

Exercise price

Weighted Average Contractual Life (years)

Intrinsic Value

December 31, 2024

Mar 15,2024 – Subscription agreement

Jun 18, 2024 – Subscription agreement

Jan 16, 2025 – Mast Hill

Feb 28, 2025 – Mast Hill

September 30, 2025

currently have no outstanding stock options.

13 – RELATED PARTY TRANSACTIONS

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

In addition, the company established VRG with our

partner, Synergy Bioproducts Corporation (“SBC”) The purpose of the joint venture is the development of a pyrolysis plant

established to convert wood feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which

Clean Energy Technology, Inc.

holds the license for.

The VRG is in Lyndon, Vermont.

Based upon the terms of the members’ agreement,

CETY Capital LLC owns a 49 % interest and SBC owns a 51 % interest in VRG.

June 4, 2023, CETY Renewables executed a turnkey agreement with VRG for the design, construction, and delivery of an organics-to-energy

As a result of this agreement, HRS and CETY Renewables invoiced VRG $ 882,374 in 2023, $ 1,064,757 in 2024, and $ 409,698 in 2025

which have been recorded as related party revenue in the respective periods.

currently has $ 2,356,829 accounts receivable from Vermont Renewable Gas.

June 21, 2024, VRG, a Vermont limited liability company in which the Company retains 49 % equity interest, entered into a loan agreement

with FPM Development LLC, a Nevada limited liability company, and Evergreen Credit Facility I LLP, a Nevada limited liability partnership

(collectively, the “Lenders”), pursuant to which the Lenders agreed to loan to VRG the principal amount of $ 12 million, to

be disbursed in tranches based on agreed-upon milestones, for the construction of a waste-to-biogas generation facility.

the loan is two (2) years from the date of the first disbursement and shall mature at the end of the said two (2) years.

The Loan shall

bear interest on the amount outstanding at a rate equal to the 12-month Secured Overnight Financing Rate (SOFR) as published by the Federal

Reserve Bank of New York plus 4.75% per annum.

Under the Loan Agreement, the $12 million loan shall be secured by (i) two contracts of

VRG and (ii) a corporate guarantee provided by the Company (the “Corporate Guarantee”) pursuant to which the Company agreed

to absolutely and unconditionally guarantees, on a continuing basis, to the Lenders the prompt payment to the Lenders when due at maturity

all of VRG’s liabilities and obligations under the Loan Agreement.

Under the Loan Agreement, the Lenders may also convert up to

30% of the amount of loan disbursed into shares of common stock of the Company, at the exercise price of 15% discounted value of the

then-current share price of the common stock of the Company.

AMEC Business Advisory Pte.

Ltd., a company incorporated in Singapore (the

“AMEC”) may assume or acquire up to 50% of the total loan amount under the Loan Agreement and seeks the option to convert

an extra 10% of the amount of loan disbursed, in addition to a pro-rata portion of the 30% conversion right .

Lender is currently in default and has been served notice of default.

The Lender has failed to disburse the first and second Tranche

as outlined in the Milestone Schedule of the Agreement.

While the Lender has communicated that they are working to cure this default,

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

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 .

15 – NON-CONTROLLING INTEREST

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

In addition, on or about the same time the company

established CETY Renewables Ashfield LLC (“CRA”) a wholly owned subsidiary of Ashfield Renewables Ag Development LLC(“ARA”)

with our partner, Ashfield AG (“AG”).

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

to convert woody feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy

Technology, Inc.

holds the license for.

The CRA was located in Ashfield, Massachusetts.

Based upon the terms of the members’ agreement,

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

The agreement with CETY

Renewables Ashfield was terminated on or about August 29, 2022, and CETY Renewable Ashfield was dissolved.

consolidated financial statements have deconsolidated the CRA business unit.

The Liabilities of CRA has been transferred to VRG, a newly

formed entity.

CETY retains 49 % equity in VRG.

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

In addition, the company established VRG with our

partner, SBC.

The purpose of the joint venture is the development of a pyrolysis plant established to convert wood feedstock into electricity

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

holds the license for.

The VRG is in Lyndon, Vermont.

Based upon the terms of the members’ agreement, CETY Capital LLC owns a 49 % interest and SBC owns

a 51 % interest in Vermont Renewable Gas LLC.

Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity

The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as

The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support

from both parties.

According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest

(or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions

in paragraphs 810-10-25-38A through 25-38J.

The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE.

According to the JV operating agreement, the ownership interests are 49/51 and the agreement provides for a Management Committee of 3

Two of the three members are from Synergy Bioproducts Corporation, and one is from CETY.

Both parties do not have substantial

capital at risk and CETY does not have voting interest.

However, SBC has controlling interest and more board votes therefore SBC is the

beneficiary of the VIE and as a result we record it as an equity investment.

Accordingly, the Company has elected to account for the

joint venture as an equity method investment in accordance with ASC 323 Investments – Equity Method and Joint Ventures.

This decision

is a result of the company’s evaluation of its involvement with potential variable interest entities and their respective risk

and reward scenarios, which collectively affirm that the conditions necessitating the application of the variable interest model are

16 – THE STATUTORY RESERVES

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

PRC laws and regulations permit

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

in accordance with PRC accounting standards and regulations.

The results of operations reflected in the financial statements prepared

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

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

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

in the FIE’s PRC statutory accounts.

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

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

Appropriations

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

The aforementioned reserves can only be used for specific purposes and

are not distributable as cash dividends.

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

capital requirement of the FIE.

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

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

Additionally,

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

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

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

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

Appropriation to such reserve by the Company is based on

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

The profit arrived at must be set off against

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

The aforementioned

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

Technology was established as domestic enterprises

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

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

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

net assets to the Company as a dividend.

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

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

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

Under PRC GAAP, the reserve

is recorded as selling expense;

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

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

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

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:

OF RESTATEMENT FOR THE FINANCIAL STATEMENTS

As Previously Reported

Net Adjustment

Accounts receivable - net

$ ( 472,678 )

Deferred offering costs

Inventory, net

Long-term financing receivables - net

( 1,423,055 )

Contract assets

( 1,094,773 )

Customer Deposits

Warrant Liability

Convertible Notes Payable

Total Liabilities

Additional paid-in capital

Accumulated deficit

( 30,922,858 )

( 32,187,587 )

( 1,314,959 )

Total Stockholders’ Equity

( 1,324,201 )

Total Liabilities and Stockholders’ Equity

$ ( 1,094,773 )

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:

As Previously Reported

Net Adjustment

Change in FV of warrant liability

Interest Income

Interest and Financing fees

Net Loss before income taxes

( 2,102,321 )

( 1,996,680 )

Net loss attributable to Clean Energy Technologies, Inc.

( 2,102,321 )

( 1,996,680 )

Total Comprehensible Loss

$ ( 2,062,659 )

$ ( 1,957,018 )

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:

As Previously Reported

Net Adjustment

$ ( 350,000 )

Cost of Goods Sold

Net Loss from Operation

Change in FV of warrant liability

Interest Income

Interest and Financing fees

Net Loss before income taxes

( 3,522,293 )

( 3,712,892 )

Net loss attributable to Clean Energy Technologies, Inc.

( 3,522,342 )

( 3,712,941 )

Total Comprehensible Loss

$ ( 3,444,257 )

$ ( 3,634,856 )

$ ( 190,599 )

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:

As Previously Reported

Net Adjustment

Interest Income

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

$ ( 1,217,313 )

$ ( 1,203,879 )

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:

As Previously Reported

Net Adjustment

Interest Income

Net Loss before income taxes

( 3,550,669 )

( 3,511,254 )

Net loss attributable to Clean Energy Technologies, Inc.

( 3,550,669 )

( 3,511,254 )

Total Comprehensible Loss

$ ( 3,527,995 )

$ ( 3,488,580 )

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:

As Previously Reported

Net Adjustment

Net Income / (Loss)

$ ( 3,522,342 )

$ ( 3,712,941 )

$ ( 190,599 )

Amortization of debt discount

Change in FV of warrant liability

(Increase) decrease in accounts receivable

(Increase) decrease in contract asset

(Increase) decrease in inventory

Net Cash Used In Operating Activities

$ ( 6,218,085 )

$ ( 6,131,225 )

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:

As Previously Reported

Net Adjustment

Net Income / (Loss)

$ ( 3,550,669 )

$ ( 3,511,254 )

(Increase) decrease in contract asset

Net Cash Used In Operating Activities

$ ( 2,788,608 )

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

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

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

Under the loan agreements, approximately $ 210,000

and $ 105,000 , respectively, was due to Reliance, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2026, the

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

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.

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

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

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

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

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

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

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

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

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

the conversion date, subject to standard conversion limitations.

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

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

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

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

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

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

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

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

The Mega and Noblebear

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

Each of the Mega and Noblebear Notes accrues

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

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

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

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

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

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

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

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

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

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

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

The PPC Transaction was funded by Pacific

Pier and closed on April 22, 2026, and pursuant to the SPA, Pacific Pier’s legal expenses of $ 7,000 were paid from the gross purchase

price, the Company received net funding of $ 350,280 , and the Note was issued to Pacific Pier.

The PPC Note matures 12 months following

the issue date set forth in the PPC Note (April 20, 2026), accrues interest of 12 % per annum, and is convertible into shares of the Company’s

common stock at the election of the holder, at or following six months after the issue date, at a conversion price equal to 85 % of the

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

conversion date;

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

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

common stock.

Additionally, the holder of the PPC Note is entitled to deduct $ 1,750 from the conversion amount (or $500 if the conversion

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

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.

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

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

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

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

The assignment represented

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

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

At the time of the assignment, the

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

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

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

The assignment represented a transfer of an existing debt obligation

and did not constitute a new financing transaction with the Company.

The Company did not receive any additional proceeds or consideration

in connection with the assignment.

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

$ 20,136.94 of accrued interest.

of Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

$ 1,214,450 in principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 17, 2025.

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

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

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

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

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

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

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

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

agreement dated May 19, 2025.

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

for $ 395,328 .

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

for $ 199,702 .

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

for $ 84,152 .

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

year-to-date.

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

of the principal and $ 1,809

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

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.

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

Limited, a limited liability company formed under the laws of the British Virgin Islands (“Filled”) and Li Xiaoguang (collectively

the “Sellers”), pursuant to which the Company would acquire from the Sellers a HK$ 11,700,000 portion of that certain Convertible

Bond in the original principal amount of HK$ 356,375,000 issued by China Ruifeng Renewable Energy Holdings Limited, a Hong Kong listed

company with the ticker “527.HK,” for a purchase price consisting of US$ 700,000 equivalent in HK$ (the “Cash Purchase

Price”) and 1,932,000 shares of Company common stock (the “Shares”).

$ 500,000 of the Cash Purchase Price was to be

paid immediately, and the balance of the Cash Purchase Price of $ 200,000 was to be paid within 30 days of closing.

The $ 500,000 was paid

in January of 2026, and the $ 200,000 was paid by the issuance of the Noblebear Note described above.

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