What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-06-05 compared with 2019-05-23 · 516 added, 177 removed, 7 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.

You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.

FORWARD-LOOKING

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements

that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity,

performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed,

or implied, by those forward-looking statements.

You can identify forward-looking statements using the words may, will, should, could,

expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.

These statements are only predictions.

In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.

Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

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

Containerized Clean Cycle II Heat Generator

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.

We have the 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.

Our Clean Cycle TM generator:

 Requires no fuel,

 produces no emissions, and

 is closed loop, meaning it has feedback control within the system.

 Meticulously engineered and improved by General Electric International and

 is available in a complete package for indoor, outdoor and remote sites.

The major components are delivered as a complete turnkey package and include, the Integrated Power Module (IPM), our patented the magnetic bearing turbine, the electronics controls with the ancillary mechanical parts, packaged inside a container when used outdoors.

The condenser comes as a separate piece which is purchased by either us or our customer through third party manufactures and attaches to the top of the container.

Once the condenser is attached to the container all that is left to do is attach the container to the heat source, and it is ready to produce energy.

Due to the low amount of moving parts the IPM is a minimal maintenance solution, that requires no oils, no lubricants, no external rotating seals, and does not require manned operation.

The whole package (except condenser) is mounted inside a 20ft shipping container.

The Condenser comes as a separate piece and attaches to the top of the container.

Once the condenser is attached to the container all that is left to do is attach the container to the heat source, and it is ready to produce energy.

Core technology

 Mag lev bearing generator

 Lower maintenance:

no oils, no lubricants

 Efficient at any output:

 Power electronics power factor of 1

 Single part number (85% OF BOP)

 Product, not a project

 Same unit used on all heat sources

 Re-deployable and movable

 Small footprint

Clean Cycle TM generator and the Organic Rankine Cycle

The Organic Rankine Cycle is a thermodynamic process where heat is transferred to a fluid at a constant pressure.

The fluid inside the generator is vaporized and then expanded in a vapor turbine that drives a turbine generator, producing electricity.

The spent vapor is condensed to liquid and recycled back through the cycle.

Its applications include power generation from solar, geothermal and waste heat sources.

According to an article in Distributed Energy, a leading industry magazine, Organic Rankine Cycle systems are most useful for waste heat recovery.

Waste heat recovery can be applied to a variety of low

to medium temperature heat streams

We currently hold 16 patents in 6 countries and 28 pending applications in 8 countries, which was acquired from General Electric International.

We operate from a 20,000 sq-ft state of the art facility in Costa Mesa, California USA.

Majority of our materials and components are procured domestically from mechanical and electrical suppliers.

We have in-house electro-mechanical assembly and testing capabilities.

Our products are compliant with American Society of Mechanical Engineers and are UL and CE approved.

Engineering .

Our global engineering team supports the installation and maintenance of our Clean CycleTM generators, supports our technology customers and innovative start-ups with a broad range of electrical, mechanical and software engineering services.

CETY has assembled a team of experts from around the globe to assist customers at any point in the design cycle.

These services include design processes from electrical, software, mechanical and Industrial design.

Utilization of CETYs design services will enable rapid market entry for our customers and potential equity partners.

Our design and engineering services provides flexibility to our customers by becoming an extension of their engineering departments and allowing them to focus on their business strategy.

Supply Chain Management .

CETYs supply chain solution provides maximum flexibility and responsiveness through a collaborative and strategic approach with our customers.

CETY can assume supply chain responsibility from component sourcing through delivery of finished product.

CETYs focus on the supply chain allows us to build internal and external systems and better our relationships with our customers, which allows us to capitalize on our expertise to align with our partners and customers objectives and integrate with their respective processes.

Sales and Marketing

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

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, acquisitions, cogeneration, and licensing agreements.

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

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.

Program Managers are responsible for managing the global supply chain, reducing material acquisition time and cost.

Theyre also responsible for the profitability of the programs and ultimately the customer satisfaction index, including on-time delivery, quality, communication and technology.

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.

The world currently faces fundamental problems with its energy supply, which are due primarily to the reliance on fossil fuels.

The economic prosperity of the wealthiest nations in the twentieth century was built on a ready supply of inexpensive fossil fuel and developing nations have continued in the twenty-first century to consume fossil fuel reserves at an ever increasing rate.

This has led to worldwide reserve depletions, indicating that both oil and gas are likely to be effectively exhausted before the end of this century.

Only coal reserves are expected to last into the next century.

Yet even if fossil fuel supplies were unconstrained, their continued use poses its own problems.

All fossil fuel combustion produces carbon dioxide, which appears to result in the warming of the earth's atmosphere with profound environmental implications across the globe.

These problems have resulted in the realization that the world must both increase the efficiency of its utilization of fossil fuels and decrease its reliance upon them.

Environmental issues related to fossil fuel combustion were began to be noticed during the 1980s with the advent of acid rain, a product of the sulfur and nitrogen emissions from fossil fuel combustion.

Power plants were forced by legislation and economic measures to control these emissions.

However it is the recognition of global warming that presents the most serious challenge because carbon dioxide exists at much higher levels in the flue gases of power plants and major types of industrial manufacturing facilities than sulfur dioxide and nitrogen oxides.

Although renewable energy capacity offers a hedge against major price rises because most renewable technologies exploit a source of energy that is freely available, many renewable technologies today still rely on government subsidies to make them competitive.

Governments may also impose penalties upon companies, such as carbon trading schemes, which discourage the use of fossil fuels or increase its costs by imposing stringent emissions limits.

Given the international concerns regarding global warming and pollution and the need to more efficiently utilize fossil fuels, we believe that there exists substantial worldwide demand and a growing market for our Clean Cycle TM generators that can enable companies to generate greater amounts of energy from the same supply of fossil fuels and that also reduce the amount of harmful emissions that would otherwise be released from the combustion of those fossil fuels.

Our technologies, including our Clean Cycle TM generators, could benefit companies by both reducing energy costs and mitigating possible emissions penalties.

The competitors with our Clean Cycle TM II Generators are Organic Rankine Cycle generator manufacturers such as Turboden, Ormat and some start-ups with fewer installations and some engine competitors aligning with ORC such as Wartsila, Caterpillar, and Cummins.

Our product was designed by General Electric International and maintains its history and association with a major brand, however Clean Cycle TM II is currently branded under CETY an entrepreneurial company with a proven product and technology.

Our product is distinguished from its competitors by its magnetic bearing turbine technology offering lower maintenance and higher efficiency of 12% for under 500kW applications with low to medium temperature requirements.

We have more than 1,000,000 fleet operating hours and 8 years of history in the field.

Financial results

Working Capital

March 31, 2019

December 31, 2018

Working Capital

$ (6,885,631)

$ (6,170,618)

Long term Debt

Stockholder Equity

In evaluating these statements, you should consider various factors which may cause our actual

results to differ materially from any forward-looking statements.

Although we believe that the exceptions reflected in the forward-looking

statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Therefore, actual results

may differ materially and adversely from those expressed in any forward-looking statements.

We undertake no obligation to revise or update

publicly any forward-looking statements for any reason.

of the Company

design, produce and market clean energy products and integrated solutions focused on energy efficiency and renewable energy.

is to become a leading provider of renewable and energy efficiency products and solutions by helping commercial companies and municipalities

reduce energy waste and emissions, lower energy costs and generate incremental revenue by providing electricity, renewable natural gas

and biochar to the grid.

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

Our telephone number is (949) 273-4990.

stock is listed on the NASDAQ Markets under the symbol “CETY.”

internet website address is www.cetyinc.com the information contained on our websites are not incorporated by reference into this

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

four segments for accounting purposes are:

Energy HRS & CETY Europe – Our Waste Heat Recovery Solutions, converting thermal energy to zero emission electricity.

Renewables Waste to Energy Solutions – Providing Waste to Energy technologies and solutions.

and Manufacturing Business – providing customers with comprehensive design, manufacturing, and project management solutions.

HK – The parent company of our NG trading operations in China.

Prior to the first quarter of 2022 the Company had three reportable

segments but added the CETY HK segment to reflect its recent new businesses in China.

specialize in renewable energy & energy efficiency systems design, manufacturing and project implementation.

We were incorporated

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

We redomiciled to Nevada in April 2005 under the name

Probe Manufacturing, Inc.

We provided engineering and manufacturing electronics services to original equipment manufacturers (OEMs) of

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

the vision to combat climate change and creating a better, cleaner and environmentally sustainable future, we formed Clean Energy HRS,

LLC a wholly owned subsidiary of Clean Energy Technologies, Inc.

and acquired the assets of Heat Recovery Solutions from General Electric

International on September 11, 2015.

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

We have 24 full-time employees.

Energy Technologies, Inc.

established a new company, CETY Europe, SRL (CETY Europe) as a wholly owned subsidiary.

CETY Europe is a Sales

and Service Center in Silea (Treviso), Italy established in 2017.

The service center became operational in November 2018.

Their offices

are located at Alzaia Sul Sile, 26D, 31057 Silea (TV) and they have 1 full time employee.

Energy Technologies, Inc.

established a wholly owned subsidiary called CETY Capital, a financing arm of CETY to fund captive renewable

energy projects producing low carbon energy.

CETY Capital will add flexibility to the capacity CETY offers its customers and fund projects

utilizing its products and clean energy solutions.

Capital retains 49% ownership interest in Vermont Renewable Gas LLC established to develop a biomass plant in Vermont utilizing CETY’s

High Temperature Ablative Pyrolysis system.

Energy Technologies (H.K.) Limited., a wholly owned subsidiary of Clean Energy Technologies Inc.

acquired 100% ownership of Leading Wave

Limited a liquid natural gas trading company in China.

Company’s business and operating results are directly affected by changes in overall customer demand, operational costs and performance

and leverage of our fixed cost and selling, general and administrative (“SG&A”) infrastructure.

sales fluctuate in response to several factors including many that are beyond the Company’s control, such as general economic conditions,

interest rates, government regulations, consumer spending, labor availability, and our customers’ production rates and inventory

Product sales consist of demand from customers in many different markets with different levels of cyclicality and seasonality.

performance is dependent on the Company’s ability to manage changes in input costs for items such as raw materials, labor, and

overhead operating costs.

Performance is also affected by manufacturing efficiencies, including items such as on time delivery, quality,

scrap, and productivity.

Market factors of supply and demand can impact operating costs.

develop renewable energy products and solutions and establish partnerships in renewable energy that make environmental and economic sense.

Our mission is to be a segment leader in the Zero Emission Revolution by offering recyclable energy solutions, clean energy fuels and

alternative electric power for small and mid-sized projects in North America, Europe, and Asia.

We target sustainable energy solutions

that are profitable for us, profitable for our customers and represent the future of global energy production.

principal businesses

Heat Recovery Solutions – we recycle wasted heat produced in manufacturing, waste to energy and power generation facilities

using our patented Clean Cycle TM generator to create electricity which can be recycled or sold to the grid.

to Energy Solutions - we convert waste products created in manufacturing, agriculture, wastewater treatment plants and other industries

to electricity, renewable natural gas (“RNG”), hydrogen and biochar which are sold or used by our customers.

Consulting and Project Management Solutions – we bring a wealth of experience in developing clean energy projects for municipal

and industrial customers and Engineering, Procurement and Construction (EPC) companies so they can identify, design and incorporate clean

energy solutions in their projects.

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.

Natural Gas 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 the market.

We sell the NG to our customers at fixed prices or prevailing daily spot prices for the duration

of the contracts.

and Segment Information

design, produce and market clean energy products and integrated solutions focused on energy efficiency and renewable energy.

is to become a leading provider of renewable and energy efficiency products and solutions by helping commercial companies and municipalities

reduce energy waste and emissions, lower energy costs and generate incremental revenue by providing electricity, renewable natural gas

and biochar to the grid.

of Operating Results the Nine months Ended September 30, 2025 (Restated) Compared to the same period in 2024 (Restated)

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

30, 2025 and used 6,114,767 in net cash from operating activities for the nine months ended September 30, 2025.

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.

the nine months ended September 30, 2025, our total revenue was $1,451,769, compared to $1,944,333 for the same period in 2024.

was primarily due to minimal contributions (less than 3%) from our Vermont Renewable Gas project, as the project is currently undergoing

review for a Certificate of Public Good with the Public Utility Commission.

We currently have an estimated $10 million backlog associated

with this project.

the nine months ended September 30, 2025, our gross profit was $818,640, compared to $641,575 for the same period in 2024.

in gross profit and margin was primarily due to the sale of higher-margin refurbished systems, which contributed more favorably to overall

profitability compared to prior periods.

the nine months ended September 30, 2025, our operating expenses were $3,301,052, compared to $3,193,447 for the same period in 2024.

The increase in expenses was primarily due to costs associated with a consulting agreement related to a potential acquisition, partially

offset by lower reduction in general and administrative costs.

the nine months ended September 30, 2025, we recorded a net loss of $3,712,892, compared to $3,511,254 for the same period in 2024.

net loss remained relatively steady year-over-year, reflecting reduced salary expenses, lower general, legal and accounting costs, and

improved margins from our U.S.-based business activities.

the quarter ended September 30, 2025, stockholders’ equity increased to $5,770,932, compared to $1,897,145 as of December 31, 2024,

primarily due to higher increase from investments.

has successfully repositioned itself as a diversified clean energy solutions provider by establishing four distinct business segments

designed to support scalable, stable, and diversified revenue growth.

These segments include:

Energy HRS (Heat Recovery Systems)

Waste-to-Energy

(via Pyrolysis Technology)

Procurement, and Consulting (EPC)

HK (Natural Gas Trading and Acquisitions)

for the first quarter was primarily driven by the Clean Energy HRS and CETY Renewables segments.

Looking ahead, the company anticipates

stronger revenue contributions from its Waste-to-Energy, Heat Recovery, and EPC segments in the latter half of the year, segments which

are expected to deliver higher gross margins.

pilot Waste-to-Energy facility in Vermont, which integrates all of the company’s proprietary technologies and operational expertise

into a unified, turnkey solution, is currently pending final approval from the Vermont Public Utility Commission.

demand for Heat Recovery solutions is accelerating across both the U.S.

In parallel, CETY is actively scaling its Engineering

and project management operations to deliver comprehensive self-generation energy solutions on a global scale.

believes this 4-segment strategy has created many operational synergies and cross-selling opportunities across different markets.

growth in the non-China operations in the nine months ended of 2025 vs.

same period in 2024 was a result of this strategy.

CETY believes

that it will continue to deliver growth on these segments this year.

The main macro factor benefiting us is the global commitment to

push renewable energy to the forefront from governments across the world.

Another catalyst that will potentially help our Company, is

a continuously improving our global supply chain and lowering our cost.

expects to and will continue to execute its corporate strategy to build sustained and profitable growth by providing end to end fully

integrated solutions and technologies, expand our global sales and marketing, production, research & development, as well as search

for synergistic acquisition opportunities.

note 1 to the notes to the financial statements for a discussion on critical accounting policies

PARTY TRANSACTIONS

note 12 to the notes to the financial statements for a discussion on related party transaction

of the Nine Months Ended September 30, 2025 (Restated), Compared to the Nine Months Ended September 30, 2024 (Restated)

the nine months ended September 30, 2025, our total revenue was $1,451,769 compared to 1,944,333 for the same period in 2024.

revenue was contributed to primarily due to minimal contributions from our China natural gas business.

the nine months ended September 30, 2025 (Restated), our revenue from the Heat Recovery Solutions (HRS) segment was $455,975, compared to

$158,829 for the same period in 2024.

The increase was primarily driven by higher product sales and ongoing progress in our HRS

We continue to work diligently on completing engineering and design efforts, which will enable us to execute contractual

agreements and close additional opportunities.

sales cycle for these projects tends to be longer due to cost considerations and the integration complexity of our technology.

also engaging with financial institutions to support project financing, as customers increasingly adopt Independent Power Producer (IPP)

Additionally, general economic uncertainty and evolving federal clean-energy legislation have influenced the timing of certain

project commitments.

the nine months ended September 30, 2025, revenue from the CETY Renewables segment was $409,699, compared to $ 590,985 for the same

period in 2024.

This segment is expected to remain relatively stable until construction activities commence later this

the nine months ended September 30, 2025, CETY reported no revenue from its Engineering and Manufacturing segments, compared to $9,341

for the same period in 2024.

This segment is still in its early stages and much of the related activity is currently being integrated

into the HRS and CETY Renewables segments.

However, with a developing pipeline of opportunities, CETY expects to see gradual revenue

growth from this segment over the coming quarters.

the nine months ended September 30, 2025, revenue from our natural gas (NG) business was $586,095, a decrease from $1,185,178 for the

same period in 2024.

This decline is primarily due to macroeconomic factors and our strategic decision to reduce focus on lower-margin

business activities.

the nine months ended September 30, 2025 (Restated), our gross profit totaled $818,640, representing an increase from $641,575 for

the same period in 2024.

The improvement in gross profit and margin was primarily driven by the sale of higher-margin refurbished

systems and greater contributions from CETY’s non-natural gas business in China, where our operations and technologies

generate substantially higher margins compared to our NG segment.

the nine months ended September 30, 2025, our gross profit from Engineering and Manufacturing amounted to nil, compared to $7,806 for the

same period in 2024.

This segment is a recent addition to CETY’s portfolio, currently serving as a support for our ongoing internal

Nevertheless, it is anticipated to expand notably as CETY shifts its focus towards providing comprehensive end-to-end power

generation and integrated solutions.

the nine months ended September 30, 2025 (Restated), our gross profit from the Heat Recovery Solutions (HRS) segment was $399,034, compared to

$83,822 for the same period in 2024.

This significant increase in gross profit was primarily driven by higher revenues, including

the sale of refurbished, higher-margin systems, as well as equipment and engineering service sales.

the nine months ended September 30, 2025, our gross profit from the CETY Renewables segment was $407,265, compared to $549,947 for the

same period in 2024.

The Company’s operations have remained steady as we progress through the Certificate of Public Good (CPG)

process and approach the final stages of permitting.

the nine months ended September 30, 2025, our gross profit from our wholly owned subsidiary, JHJ, was $12,341, down from nil for the same

period in 2024.

This decrease was primarily due to minimal business activity in China, which was partly a result of our strategic decision

to reduce focus on lower-margin businesses in the region.

General and Administrative (SG&A) Expenses

the nine months ended September 30, 2025, our selling, general and administrative (SG&A) expenses totaled $3,301,052, compared to

$3,193,447 for the same period in 2024.

The increase was primarily due to costs associated with a consulting agreement related to a potential

acquisition, partially offset by lower operating and salary expenses from our China operations and a reduction in certain general and

administrative costs.

the nine months ended September 30, 2025, our salary expenses totaled $1,329,800, compared to $1,481,316 for the same period in 2024.

The decrease was primarily due to reduced activity within our CETY Renewables business, while salary levels across other segments remained

relatively stable.

the nine months ended September 30, 2025, our travel expenses were $127,312, compared to $135,964 for the same period in 2024.

decrease reflects stable activity levels within our service and marketing operations.

fees legal and accounting

the nine months ended September 30, 2025, our professional fees totaled $1,073,709, compared to $484,990 for the same period in 2024.

The increase was primarily due to costs associated with a consulting agreement related to a potential acquisition, partially offset by

lower legal and registration-related expenses compared to the prior year, which included higher costs associated with our S-3 registration

Lease and Maintenance Expense

the nine months ended September 30, 2025, our facility lease and maintenance expenses totalled $190,944, compared to $230,798 for the

same period in 2024.

This slight decrease reflects normal fluctuations, with no significant changes in underlying operations.

and Amortization Expense

the nine months ended September 30, 2025, our depreciation and amortization expense was $8,907, compared to $8,907 for the same period

There were no significant changes, as the majority of our equipment has already been fully depreciated.

in Derivative Liability

the nine months ended September 30, 2025 and 2024, we recorded derivative liabilities of $924,589 and $0, respectively.

in derivative liability was primarily due to the issuance of new convertible instruments and mark-to-market adjustments resulting from

changes in our stock price and volatility.

These fair value remeasurements are required each reporting period in accordance with ASC

in FV of warrant liability

the nine months ended September 30, 2025 and 2024, we had $378 and nil loss on warrant liability related to Equity Line of Credit Agreement

entered December 5, 2024.

Interest Income

For the nine months ended September 30, 2025 (Restated), interest income from Florya associated with long-term financing

receivable totaled $43,112 compared to $39,415 for the same period in 2024 (Restated).

and Finance Fees

the nine months ended September 30, 2025 (Restated), interest and finance fees totaled $2,402,711, compared to $902,002 for the same

period in 2024.

The increase was primarily due to two larger interim financings obtained to bridge the Company through the

finalization of funding for the Vermont Renewable Gas Project, address approximately $1.7 million in accounts receivable, and

support the completion of the S-3 registration, as well as certain applied default amounts.

the nine months ended September 30, 2025 (Restated), our net loss was $3,712,941, compared to a net loss of $3,511,254 for the same period in

2024 (Restated).

The results remained relatively steady year-over-year, primarily reflecting higher-margin revenue from the Heat Recovery

Solutions (HRS) segment—driven by equipment and refurbished system sales—as well as stable contributions from CETY

Renewables supporting the Vermont Renewable Gas Project.

Additionally, reduced activity in the lower-margin China natural gas

business contributed to maintaining a stable overall financial performance.

and Capital Resources

Energy Technologies, Inc.

Consolidated Statements of Cash Flows

the nine months ended September 30,

cash (used in) operating activities

$ (6,131,225 )

$ (2,788,608 )

Clean Energy Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31,

Net Cash provided / (Used) In Operating Activities

Cash Flows Used In Investing Activities

Cash Flows Provided / (used) By Financing Activities

Net (Decrease) Increase in Cash and Cash Equivalents

Capital Requirements for long-term Obligations

Results for the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Operating Revenues

The Companys revenues were $224,363 for the three months ended March 31, 2019 compared to $174,391 for the same period in 2018.

Our revenue increase was mainly due to the increase in the sales revenue in the Cety Europe Division.

For the three months ended March 31, 2019, the Companys gross profit was $75,186 compared to $28,677 for the same period in 2018.

This increase was mainly due to the increase in the sales revenue in the Cety Europe Division.

Our gross profits could vary from period to period and is affected by a number of factors, including product mix, production efficiencies, component availability and costs, pricing, competition, customer requirements and unanticipated restructuring or inventory charges and potential scrap of materials.

General and Administrative Expenses

For the three months ended March 31, 2019, general and administrative expenses were $116,541 compared to $159,335 for the same period in 2018.

This increase was mainly due to the higher legal fees in 2018

Salaries Expense

For the three months ended March 31 2019, Salaries expenses were $203,303 Compared to $194,062 for the same period in 2018.

Facility Expense

For the three months ended March 31, 2019, Facility expenses were $82,034 compared to $70,979 for the same period in 2018.

The increase was mainly due to the increase in the contractual lease payments.

Share based expense

For the three months ended March 31, 2019, share based expenses were $0 compared to $91,140 for the same period in 2018.

The main reason for the change was no shares were issued for compensation in the three months ended March 31, 2019.

Change in Derivative Liability

For the three months ended March 31, 2019, we had a loss on derivative liability of $159,733 compared to $273,178 for the same period in 2018.

The main reason for the change were less convertible notes issued in the three months ended March 31, 2019.

Gain/(Loss) on disposition of assets

For the three months ended March 31, 2019, we had a loss on disposition of assets of $0 compared to $6,618 for the same period in 2018.

The main reason for the change is we did not dispose of any assets in the three months ended March 31, 2019

Financing Fees

For the three months ended March 31, 2019, we had a financing fees of $0 compared to $378,155 for the same period in 2018.

This was mainly due to the discount taken on the conversion of our convertible notes into common stock.

In addition we paid off other convertible notes at a premium.

Interest Expense

For the three months ended March 31, 2019, Interest expenses were $240,352 compared to $168,468 for the same period in 2018.

This was mainly due to the increase in our notes and lines of credit payable.

Net Income (loss)

Our net loss for the three months ended March 31, 2019, was $726,777 compared with net loss of $1,313,258 for the three months ended March 31, 2018.

The net loss is influenced by the matters discussed above.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan.

Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds.

At March 31, 2019, the Company had total current assets of $1,751,991 compared to $1,443,195 at December 31, 2018.

At March 31, 2019, the Company had total current liabilities of $8,637,622 compared to $7,613,813 at December 31, 2018.

We had working capital deficit of $6,885,631 as of March 31, 2019 compared to $6,170,618 as of December 31, 2018,

Cashflow from Operating Activities

During the three months ended March 31, 2019, cash provided by (used in) operating activities was $(332,012) compared to $(658,056) for the three months ended March 31, 2018.

The change was mainly due to the change in derivative liability and Financing fee expense.

Cashflow from Investing Activities

During the three months ended March 31, 2019 cash used in investing activities was $0 compared to $0 for the three months ended March 31, 2018.

Cashflow from Financing Activities

During the three months ended March 31, 2019, cash provided by financing activity was $326,588 compared to $893,854 provided during the three months ended March 31, 2018.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.

cash provided by investing activities

cash provided by financing activities

Currency Transaction

increase in cash and cash equivalents

Requirements for Long-Term Obligations

Accounting Policies

financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles

applied on a consistent basis.

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements.

A complete summary of these policies is included in the notes to our financial statements.

In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.

generally accepted accounting principles

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

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

regularly evaluate the accounting policies and estimates that we use to prepare our financial statements.

A complete summary of these

policies is included in the notes to our financial statements.

In general, management’s estimates are based on historical experience,

on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and

circumstances.

Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by us as of the specified effective date.

otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial position or results of operations upon adoption.

Company recognizes revenue under ASU No.

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

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).

following five steps are applied to achieve that core principle for our business:

the contract with the customer

the performance obligations in the contract

the transaction price

the transaction price to the performance obligations in the contract

revenue when the company satisfies a performance obligation

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:

the contract with the customer

the performance obligations in the contract

the transaction price

the transaction price to the performance obligations in the contract

revenue when the company satisfies a performance obligation

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

generate a quotation

receive Purchase orders from our customers.

build the product to their specification

invoice at the time of shipment

terms are typically Net 30 days

following step is applied to our CETY HK business unit:

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):

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

Note that momentary control before transfer

to the customer may not qualify.

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

to the customer on the entity’s behalf.

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

to the customer.

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

the project development and engineering phase of our CETY Renewable projects such as VRG, we employ the input method of revenue recognition

to estimate revenue based on projected costs.

This approach involves forecasting future costs and revenues to determine the amount of

revenue we recognize in the current period.

It’s important to understand, however, that these recognized revenue figures are not

final and are subject to adjustments.

Changes may occur as we gain more clarity on actual costs compared to our initial projections,

affecting the revenue recognized accordingly.

projected costs of the VRG project is based on estimates and profitability will be impacted depending on actual costs.

Using the input

method for revenue recognition, the amount of recorded revenue is also affected depending on the estimated total costs.

price allocation for Shuya was also based on estimates and comparable data selected by the Company.

The inputs for the valuation of the

Series E preferred shares were also based on estimates and comparable data selected by the Company.

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.

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

permitting, design, procurement, construction, and commissioning.

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

construction, and commissioning.

and customer agree to a total EPC Contract price.

contract has commercial substance.

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

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 the its agreement with its clients.

The 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 are 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.

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

with ASC 323.

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, SSET and Chengdu Xiangyueheng Enterprise Management Co., Ltd (“Xiangyueheng), who is the 10% shareholder

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

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

of the three parties in Shuya.

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

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

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

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.

The 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.

value of non-controlling interests

value of previously held equity investment

value of 100% of identifiable net assets

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

and cash equivalents

and other receivables

and other payables

and wages payables

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 ASC 805-10-50-2(h)

and Rule 3-05 of Regulation S-X.

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.

Additionally,

the inputs for the valuation of the Series E preferred shares were also based on estimates and comparable data selected by the Company

and fair value measurements, furthermore, the purchase price allocation was based on estimates of fair market values.

will continue to rely on equity sales of our common shares to continue to fund our business operations.

Issuance of additional shares

will result in dilution to existing stockholders.

There is no assurance that we will achieve any additional sales of the equity securities

or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Sheet Arrangements

have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that are material to stockholders.

Issued Accounting Pronouncements

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard

setting bodies that are adopted by us as of the specified effective date.

Unless otherwise discussed, we believe that the impact of recently

issued standards that are not yet effective will not have a material impact on our consolidated financial position or results of operations

upon adoption.

Quantitative and Qualitative Disclosure about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

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 2. Management’s Discussion and Analysis