What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-06-05 compared with 2025-04-14 · 1590 added, 1026 removed, 1230 unchanged (68% of the section changed)

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STATEMENT TABLE OF CONTENTS

of independent registered public accounting firm (PCAOB ID NO.

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statement of Operations and Other Comprehensive Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Stockholders Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash flows for the years ended December 31, 2024 and 2023

Report of independent registered public accounting firm (PCAOB ID NO.

Balance Sheets as of December 31, 2025 and 2024 (Restated)

Statement of Operations and Other Comprehensive Income for the years ended December 31, 2025 and 2024 (Restated)

Statements of Stockholders Equity for the years ended December 31, 2025 and 2024 (Restated)

Statements of Cash flows for the years ended December 31, 2025 and 2024 (Restated)

Footnotes to the Consolidated Financial Statements

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have audited the accompanying consolidated balance sheet of Clean Energy Technologies, Inc.

(the Company) as of December 31, 2024 and

2023, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each

of the years in the two-year period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the financial

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December

31, 2024, in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

(the Company) as of December 31, 2025

and 2024, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows

for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the

financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of

the Company as of December 31, 2025, and 2024 and the results of its operations and its cash flows for each of the years in the

two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of

As discussed in Note 1,

1 to the financial statements, the Company has an accumulated deficit and negative cash flows from operations.

These factors, among others,

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these

matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this

Management’s plans to alleviate the conditions raising substantial doubt about the Company’s ability to continue as a

going concern include obtaining additional debt and equity financing, securing project-level financing for its development projects,

advancing the Vermont Renewable Gas project and other clean energy initiatives toward construction and commercialization, pursuing

strategic business opportunities and partnerships, and continuing efforts to generate revenue from existing operations while

managing operating costs.

While management believes these plans are achievable, there can be no assurance that such plans will be

successfully implemented or that the Company will attain profitable operations and positive cash flows.

financial statements are the responsibility of the Company’s management.

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performance obligation based on audit evidence.

tested the accuracy and completeness of management’s calculations based on supporting

data and audit evidence.

We have obtained the evidence of founding program and other founding source

to ensure the collectability of the project when it is commissioning.

have obtained the evidence that the project for physical construction will commence in the

fourth quarter of 2026.

Deconsolidation

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intangible asset that would result from changes in assumptions.

● We also involved

an internal valuation specialist to assist in our evaluation of the Company’s consultant report and legal due diligence report.

also involved an internal valuation specialist to assist in our evaluation of the Company’s

consultant report and legal due diligence report.

have served as the Company’s auditor since 2023.

Bar, California

June 04, 2026

Energy Technologies, Inc.

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Advance to Supplier

Deferred Offering Costs

Deferred Equity Issuance Cost

Offering Cost

Due from related party

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Long-term financing receivables - net

Contract assets

Advance to Supplier - Prepayment

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Total Non Current assets

Assets from discontinued operations

Liabilities and Stockholders’ Equity

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Accounts payable

Accounts payable – related party

Accrued Expenses

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Warranty Liability

Warrant Liability

Deferred Revenue

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Line of Credit

Convertible Notes Payable (net of discount of $ 117,917 and $ 70,056 respectively)

Advances paid off - Related Party

Convertible Notes Payable

Notes payables

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Total Long-Term Debt

Liabilities from discontinued operations

Total Liabilities

Stockholders’ Equity

Common stock, $ .001

2,000,000,000

Common stock, $ .001 par value;

133,333,333 shares authorized;

and 39,152,455

shares issued and outstanding as of

December 31, 2024 and 2023 respectively

9,421,047 and 3,022,103 shares issued and outstanding as of December 31, 2025 and 2024 respectively

15% Series E Convertible preferred stock, $ .001

shares authorized;

shares issued and 756,139

outstanding as of December 31, 2024 and 2023

Preferred stock, value

issued and outstanding

as of December 31, 2025 and 756,139

as of December 31, 2024

Additional paid-in capital

Accumulated Other Comprehensible Income

Accumulated Other Comprehensive Income

Accumulated deficit

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Change in derivative liability

Investment loss from Shuya

Loss on debt settlement and write down

Change in FV of warrant liability

Investment gain (loss) from Shuya

Gain/(Loss) on debt settlement and write down

( 1,573,939 )

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Income Tax Expense

Net loss before non-controlling interest from continuing operations

Net loss before non-controlling interest from continuing

operations 58,

( 6,808,847 )

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Foreign Currency Translation Loss

Total Comprehensible Loss

Total Comprehensive Loss

$ ( 6,720,422 )

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Statements of Stockholders Equity

31, 2024 And 2023

31, 2025 and 2024 (Restated)

Common Stock .001 Par

Preferred Stock

Common Stock to be issued

Preferred Stock Shares

Additional Paid in

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Non - Controlling

Stock holders’ Equity

December 31, 2022

Stockholders’ Equity

December 31, 2023 (restated)

$ ( 196,827 )

Warrants issued in conjunction for debt

Warrants issued for services

Shares issued for S-1 Registration

Offering cost

Shares issued for rounding

Shares for Pacific Pier and Firstfire conversion

Shares issued for Debt Conversion

Accumulated Other Comprehensive Loss

Fair value of NCI from acquisition of Shuya

Shares issued for warrant conversion

Reclassification of derivative liabilities due to note repayment

Shares based compensation

Shares issued for Series E preferred

Series E preferred dividend

$ ( 23,887,685 )

Shares issued for stock compensation

Shares issued for debt inducement

Shares issued for subscription

Shares issued for series E preferred conversion

( 1,443,248 )

December 31, 2023

Value of the warrants issued for Mast Hill

Accumulated Comprehensive

Deconsolidation of Shuya

Accrued Series E preferred dividend

( 4,550,296 )

December 31, 2024 (restated)

$ ( 257,396 )

$ ( 28,480,730 )

( 28,480,730 )

Rounding due to share reverse split

Shares issued for stock compensation

Shares issued for debt conversion

Shares issued for debt inducement

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Shares issued for series E preferred conversion

( 1,443,248 )

Value of the warrants issued for Mast Hill

Accumulated Comprehensive

Deconsolidation of Shuya

Accrued Series E preferred dividend

Deferred offering cost

( 6,808,895 )

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$ ( 35,299,999 )

( 35,299,999 )

accompanying footnotes are an integral part of these financial statements

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Statements of Cash Flows

the years ended December 31,

the year ended December 31,

Cash Flows from Operating Activities:

Net Income / (Loss) before discontinued

Net loss before discontinued operations

( 6,808,895 )

( 4,550,296 )

Net Income/(Loss) from discontinued operations

Net income/ (Loss) from continuing operations

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

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Stock compensation expense

Noncash investment income from Shuya

Investment Income

Loss on deconsolidation of Shuya

Loss (gain) on debt settlement

Loss from investment of Leading Weave Ltd

Bad debt expense

Amortization of debt discount

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Change in derivative liability

Change in FV of warrant liability

Reversal of inventory impairment reserve

Changes in assets and liabilities:

(Increase) decrease in right of use asset

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(Increase) decrease in prepayments

(Increase) decrease in contract asset

(Increase) decrease in other assets

( 3,551,102 )

(Increase) decrease in inventory

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Other (Decrease) increase in customer deposits

Net cash used in continuing operations

( 3,560,951 )

( 4,689,815 )

Net cash used in discontinued operations

Net Cash Used In Operating Activities

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Investment to Guangyuan Shuxin New Energy Co.

Purchase of intangible assets

Proceed to Heze Hongyuan

Natural Gas Co.

Purchase of fixed assets

Loan receivables

Net cash used in continuing operations

Net cash used in discontinued operations

Cash Flows Used In Investing Activities

Cash Flows Provided By Investing Activities

Cash Flows from Financing Activities

Proceeds from notes payable and lines of credit

Proceeds from warrants exercised

Due from related party

Loan to Rongjun

Payments on notes payable and line of credit

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Stock issued for cash

Net cash provided by continuing operations

Net cash provided by discontinued operations

Cash Flows Provided By Financing Activities

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Cash and Cash equivalents

Cash and equivalents included in discontinued operations

Supplemental Cashflow Information:

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Discount on new notes

Shares issued for warrants

Shares issued for preferred conversions

Shares issued for debt conversions

Warrants issued in conjunction for convertible notes payable

Shares issued for note conversions

Dividend accrued

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The Company had a total stockholder’s equity of $ 6,246,597

and a working capital deficit of $ 3,240,008 and an accumulated deficit of $ 27,443,231 as of December 31, 2024, net loss of $ 4,416,319 and used

and a working capital of $ 260,863

and an accumulated deficit of $ 35,299,999

as of December 31, 2025, net loss of $ 6,808,895

and used $ 7,922,347

in net cash from operating activities for the year ended December 31, 2025.

CETY has a clear strategy in place and

has the capability to successfully restructure its existing debt and secure additional financing.

With its current strategic

approach and diversification of its products and solutions, the management has created a favorable environment for the company to

transition towards profitability.

Management’s plans to alleviate the conditions raising

substantial doubt about the Company’s ability to continue as a going concern include obtaining additional debt and equity financing,

including efforts to restructure certain existing debt obligations through capital raising activities in the equity markets.

Company is also pursuing strategic partnerships, joint ventures, and other business opportunities, including collaborations with

parties such as Exergy and Metis Power, to support project development, execution, and access to capital.

In addition, management

continues to pursue project-level financing for development projects, including the Vermont Renewable Gas project and other clean

energy initiatives.

The Company is also implementing cost-reduction initiatives within its Heat Recovery Solutions business,

including utilizing Sagacity as a supply chain partner to improve operating efficiencies and reduce procurement and manufacturing

Management continues to focus on generating revenue and cash flow from existing operations, project development activities,

and strategic growth opportunities while preserving liquidity and managing operating expenses.

While management believes these plans

are achievable, there can be no assurance that such plans will be successfully implemented or that the Company will attain

profitable operations and positive cash flows.

mission is to be a leader in the zero-emission revolution by providing eco-friendly energy solutions, clean energy fuels, and alternative

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

According to our Framework Agreement with Shenzhen Gas, we will be required to contribute $ 8 million to the joint venture.

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

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

Credit losses

On January 1, 2023, the Company

adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326),

Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss

methodology that is referred to as the current expected credit loss (“CECL”) methodology.

The adoption of the credit

loss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1,

The Company’s account receivables, prepayments, other receivables and other current assets in the balance sheet

are within the scope of ASC Topic 326.

As the Company has limited customers and debtors, the Company uses the loss-rate method

to evaluates the expected credit losses on an individual basis.

When establishing the loss rate, the Company makes the assessment on various

factors, including historical experience, creditworthiness of customers and debtors, current economic conditions, reasonable and

supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors.

The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be

Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations.

After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

In the event the Company

recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.

January 1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326),

Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology

that is referred to as the current expected credit loss (“CECL”) methodology.

The adoption of the credit loss accounting

standard has no material impact on the Company’s consolidated financial statements as of January 1, 2023.

Company’s account receivables, prepayments, other receivables and other current assets in the balance sheet are within the scope

of ASC Topic 326.

As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit

losses on an individual basis.

When establishing the loss rate, the Company makes the assessment on various factors, including historical

experience, creditworthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic

conditions, and other factors that may affect its ability to collect from the customers and debtors.

The Company also provides specific

provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.

credit losses are recorded as allowance for credit losses on the consolidated statements of operations.

After all attempts to collect

a receivable have failed, the receivable is written off against the allowance.

In the event the Company recovers amount that is previously

reserved for, the Company will reduce the specific allowance for credit losses.

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

uncollectable amounts are provided, based on past experience and a specific analysis of the accounts.

Although we expect to collect amounts

due, actual collections may differ from the estimated amounts.

As of December 31, 2024, and December 31, 2023, we had a reserve for potentially

un-collectable accounts receivable of $ 95,322 and $ 95,322 .

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.

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

Although we expect to

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

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

we had a reserve for potentially un-collectable long-term financing receivables of $ 247,500 and $ 247,500 respectively.

(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 December 31, 2025, and December 31, 2024 (Restated), we had a reserve for potentially

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

and $ 217,584 respectively.

(6) customers accounted for approximately 98 % of accounts receivable on December 31, 2025.

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

Four (4) customers accounted

Seven (7) customers accounted

for approximately 98 % of accounts receivable on December 31, 2024.

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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.

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 December 31, 2024 we had a

reserve of $ 934,344

as of December 31, 2023.

As of December 31, 2025 we had a reserve of $ 576,704 vs.

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

and Equipment

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on discounted cash flow analysis or appraisals.

There was no impairment of long-lived assets for the periods ended December 31, 2024

There is no impairment of long-lived assets for the periods ended December 31,

2025 and 2024.

Company recognizes revenue under ASU No.

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

Identify the contract with the customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations

in the contract

Recognize revenue when the company satisfies a performance

Identify the contract with

Identify the performance

obligations in the contract

Determine the transaction

Allocate the transaction

price to the performance obligations in the contract

Recognize revenue when

the company satisfies a performance obligation

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

We generate a quotation

We receive Purchase orders from our customers.

We build the product to their specification

We invoice at the time of shipment

The terms are typically Net 30 days

We receive Purchase orders

from our customers.

We build the product to

their specification

We invoice at the time

The terms are typically

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.

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):

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a final payment of 10 % .

As of December 31, 2024 and 2023 we had $ 33,000 and $ 33,000 of deferred revenue, which is expected to be recognized

in the second quarter of year 2025.

As of December 31, 2025 and 2024 we had $ 33,000 and $ 33,000 of deferred revenue.

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

As of December 31, 2024 and 2023, we had outstanding

customer deposits of $ 30,061 and $ 165,236 respectively.

As of December 31, 2025 and 2024 (Restated), we had

outstanding customer deposits of $ 759,611

and $ 172,061

respectively.

Value of Financial instruments

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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, 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

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

At December 31, 2024, we had

outstanding common shares of 45,331,537 used in the calculation of basic earnings per share.

Basic weighted average common shares for the years ended December 31, 2024 and 2023 were 42,557,118 and 38,447,916 , respectively.

As of December 31, 2024, we

had convertible notes, convertible into approximately 5,522,562 of additional common shares, and 6,423,388 common stock warrants, and

1,693,508 preferred shares.

Fully diluted weighted average common shares and equivalents were $ 0.10 as of December 31, 2024 and were

withheld from the calculation as they were considered anti-dilutive for the year ended December 31, 2024.

At December 31, 2025, we

had outstanding common shares of 9,421,047 used

in the calculation of basic earnings per share.

Basic weighted average common shares for the years ended December 31, 2025 and 2024

were 4,386,446 and 2,880,367 ,

respectively.

As of December 31, 2025, we had convertible notes, convertible into approximately 1,192,214 of

additional common shares, and 44,217 common

stock warrants, and zero preferred

Fully diluted weighted average common shares and equivalents were 5,622,877 for

the year ended December 31, 2025 and were excluded from the diluted earnings per share calculation as they were considered

anti-dilutive.

and Development

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For the years ended December 31,

2024 (Restated)

Manufacturing and Engineering

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Waste to Energy

Discontinued operations

Segment income and reconciliation before tax

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Waste to Energy

Discontinued operations

Total Segment income

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( 4,176,986 )

operating expense from discontinued operations

other income and expenses

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( 1,219,865 )

other income and expenses from discontinued operations

Net (loss) before income tax

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

of December 31, 2024, we had a net operating loss carry-forward of approximately $ 35,053,173 and a deferred tax asset of $ 8,189,863 using

the statutory rate of 30 %.

of December 31, 2025, we had a net operating loss carry-forward of approximately $ 41,339,494 and a deferred tax asset of $ 10,197,351 using the statutory

rate of 21 %.

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

However, due to the uncertainty

of future events we have booked valuation allowance of $ ( 8,281,784 ) .

However, due to the uncertainty of

future events we have booked valuation allowance of $( 10,295,855 ).

FASB ASC 740 prescribes recognition threshold and measurement attributes

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February 13, 2018 the Corporation and Confections Ventures Limited.

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

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

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

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

The CVL Note is convertible into shares of Common Stock at $ 0.12 per share, as adjusted as provided therein.

This note was

assigned to MGW Investments.

(“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

The CVL Note is convertible into shares of Common Stock at $ 0.12

per share, as adjusted as provided therein.

This note was assigned to MGW Investments.

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

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is current on its federal and state tax returns.

Reclassification

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

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During the year ended December 31, 2025, $ 104,744

and $ 11,000 as of December 2023 of deferred stock issuance costs will be capitalized and will be recognized upon the funding of the

and $ 127,494

as of December 2024 (Restated) of deferred stock issuance costs will be capitalized and will be recognized upon the funding of the

offering during the year 2025.

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

considered the requirements of ASC 326 and evaluated the collectability of the related-party receivable as of December 31, 2025.

a significant portion of the receivable balance relates to VRG and other related-party amounts, management concluded that an allowance

was not required based on the specific facts and circumstances existing at year-end.

receivable primarily relates to project development activities associated with the VRG project.

Management’s assessment considered the

underlying economics of the project, contractual rights, expected sources of capital, project-level financing alternatives, potential

strategic investors, anticipated future funding arrangements, and the overall recoverability of the amounts advanced.

Based on these

factors, management believes the receivable is recoverable and that an allowance for expected credit losses was not warranted as of December

SCHEDULE OF LEASE RECEIVABLE ASSET

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( 1,431,830 )

( 1,432,063 )

Net Fixed Assets

Depreciation Expense for the years ended December 31, 2024 and 2023 was $ 8,907 and $ 26,692 respectively.

Depreciation Expense for the years ended December 31, 2025 and 2024 was $ 2,046

and $1,516 respectively.

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

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Net Intangible Assets

of December 31, 2024, the Company reports intangible assets totaling $ 2,653,917 ,

compared to $ 2,662,824 as

of December 31, 2023.

of both December 31, 2024, and December 31, 2023, goodwill amounted to $ 747,976 .

The Company classifies goodwill as having an indefinite life, and as such, it is not amortized but is subject to annual impairment testing.

The Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that

the asset might be impaired.

The useful life of goodwill is considered indefinite due to the continued potential to generate economic

benefits from the business acquired.

The Company conducts impairment testing based on projected future cash flows of the acquired business

and other relevant factors.

LWL Investment balance of $ 1,468,709 as

of both December 31, 2024, and December 31, 2023, is classified as having an indefinite life.

This classification is based on the nature

of the investment, which is expected to provide continued economic benefits without a foreseeable end date.

The Company conducts an annual

review to assess whether this classification remains appropriate, including evaluating the investment’s ability to generate cash flows

and the continued support of the investment’s carrying value.

License balance remained unchanged at $ 354,322

for both 2024 and 2023.

The License is considered

to have a finite life, and as such, it is subject to amortization over its estimated useful life.

The Company estimates the useful life

of the License based on the legal term and any other relevant factors, such as the expected technological obsolescence or the duration

of the agreement.

The amortization of this asset is reflected in the Company’s financial statements.

The Patents balance, after amortization, was $ 82,910 as

of December 31, 2024, and $ 91,817 as of December 31, 2023.

Patents are classified as having a finite life and are amortized over their

expected useful life, typically based on the legal protection period, which is generally 20 years from the filing date, or the expected

period of the patent’s utility.

The Company evaluates the carrying value of patents regularly to ensure that their estimated useful life

and amortization period remain appropriate.

Amortization expense for the period pertains to the systematic allocation of the cost of patents over their estimated

useful lives.

of December 31, 2025, the Company reports intangible assets totaling $ 1,173,332 , compared to $ 2,653,917 as of December 31, 2024.

of both December 31, 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, previously classified as an indefinite-lived asset, had a carrying value of $ 1,468,709 as of December 31, 2024.

the year ended December 31, 2025, the Company performed its annual impairment assessment and determined that the investment was impaired.

Accordingly, the carrying value of the investment was written down to zero as of December 31, 2025.

As a result of this impairment, no value is reflected on the Company’s

balance sheet as of December 31, 2025.

License balance remained unchanged at $ 354,322 and $ 354,322 for both 2025 and 2024.

The License is considered to have a finite life, and

as such, it is subject to amortization over its estimated useful life.

The Company estimates the useful life of the License based on

the legal term and any other relevant factors, such as the expected technological obsolescence or the duration of the agreement.

amortization of this asset is reflected in the Company’s financial statements.

Patents balance, after amortization, was $ 71,034 as of December 31, 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.

Amortization Expense for the years ended December 31, 2025 and 2024 was $ 11,876 and $ 8,907 respectively.

6 unchanged sentences

Consideration:

Cash and cash equivalents

Total purchaser consideration – cash paid

9 unchanged sentences

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

Since the performance metrics were clearly defined and objectively not met, the contingency is considered extinguished

and no accrual is warranted.

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.

This asset has

been written off .

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

The maturity date of the note was subsequently extended from January 10, 2025, to January 10, 2027.

convertible note, JHJ lent RMB 5,000,000

million) to Rongjun with annual interest rate of 12 %,

calculated from the Issuance Date until all outstanding interest and principal is paid in full.

The Borrower may pre-pay principal

or interest on this Note at any time prior to the maturity date, without penalty.

JHJ has the right to convert this note directly or

indirectly into shares or equity interest of Heze Hongyuan Natural Gas Co., Ltd (“Heze”) equal to 15 %

of Heze’s outstanding Equity Interest.

Rongjun owns 90 %

During the year end December 31, 2024, JHJ recorded $ 56,700

interest income accrued from 2022 from this note, the accrual of interest income ceased in October 2022.

The bondholders also have the option to convert accrued but unpaid interest into the principal amount of the convertible

January 10, 2022, JHJ (the “Note Holder”) entered into a convertible loan agreement with Chengdu Rongjun Enterprise Consulting

(“Rongjun” or the “Borrower”), pursuant to which JHJ advanced RMB 5,000,000 (approximately $ 0.69 million)

The loan originally bore interest at 12 % per annum and had a maturity date of January 10, 2025.

The note included a conversion

feature allowing the Note Holder to convert the outstanding balance into an indirect equity interest representing approximately 15 % of

Heze Hongyuan Natural Gas Co., Ltd.

(“Heze”), in which Rongjun holds a controlling interest.

October 2022, the Company amended the terms of the loan by reducing the stated interest rate from 12 % to 0 % and extending the maturity

date to January 10, 2027 .

The Company evaluated the modification under applicable U.S.

GAAP and concluded that the revised terms were

substantially different from the original terms.

Accordingly, the modification was accounted for as an extinguishment of the original

loan and the recognition of a new loan at its fair value on the modification date.

The difference between the carrying value of the original

loan and the fair value of the modified loan was recognized as a loss in earnings in 2022.

the modification, the loan is accounted for at amortized cost using the effective interest method.

Although the modified loan bears no

stated interest, interest income is recognized through the accretion of the initial discount, representing the difference between the

fair value at recognition and the contractual principal amount, over the remaining term of the loan.

As a result, the carrying value

of the loan increases over time and is expected to accrete to its contractual principal amount at maturity.

following table presents the accretion of the loan receivable:

Receivable Accretion Schedule

OF LOAN RECEIVABLE ACCRETION SCHEDULE

PV (at Modification)

Interest Income (Accretion)

Ending Balance

Company evaluated the collectability of the loan receivable in accordance with ASC 326, Financial Instruments – Credit Losses (CECL).

Based on the Borrower’s financial condition, the underlying project economics, and forward-looking information, The Company evaluated the collectability of the loan receivable in accordance

with ASC 326, Financial Instruments—Credit Losses (CECL).

In estimating expected credit losses, management considered the borrower’s

financial condition, the related-party nature of the investment, the status and expected economics of the underlying pipeline project,

the remaining contractual term through January 2027, and other forward-looking information available as of December 31, 2025.

this assessment, the Company recorded an allowance for expected credit losses equal to approximately 20% of the amortized cost basis of

the loan receivable.

Company also evaluated the embedded conversion feature under ASC 815, Derivatives and Hedging, and concluded that bifurcation as a derivative

is not required, as the underlying equity interests are not readily convertible to cash and the feature does not meet the criteria for

derivative accounting.

8 – ACCRUED EXPENSES

6 unchanged sentences

Total Accrued Expenses

NOTE 9 – WARRANT LIABILITY

On December 5, 2024, the Company entered into an Equity

Line of Credit Agreement with Mast Hill Fund, L.P.

(the “Investor”), pursuant to which the Investor committed to provide up

to $ 5.0 million to the Company.

In connection with the agreement, the Company issued

a purchase warrant to the Investor to purchase up to 33,333 shares of common stock at an initial exercise price of $ 30 per share (number

of shares and exercise price are retroactively adjusted to reflect the 1-for-15 reverse stock split effective October 6, 2025 —

see Note 2), subject to customary anti-dilution adjustments and a 4.99 % beneficial ownership limitation.

The warrant is exercising upon

issuance and expires on the second anniversary of the issuance date.

The warrant contains a down-round provision whereby

the exercise price will be reduced if the Company issues common stock, options, or convertible securities at a price below the then-current

exercise price of the warrant.

The warrant was classified as a liability and initially

recorded at fair value of $ 104,744 upon issuance.

As of December 31, 2025, the fair value of the warrant liability was remeasured to $ 20,474 .

The Company recognized a gain from the change in fair value of warrant liability of $ 57,674 and $ 26,596 for the years ended December 31,

2025 and 2024.

The following table presents a reconciliation of the

credit line warrant liability measured and recorded at fair value on a recurring basis:

SCHEDULE OF RECONCILIATION OF CREDIT

LINE WARRANT LIABILITY

Years Ended December 31,

Fair value-beginning of period

Change in fair value

Fair value-end of period

10 – NOTES PAYABLE

3 unchanged sentences

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

As of December 31, 2024, the outstanding balance was $ 662,804

compared to $ 626,033 at December 31, 2023.

As of December 31, 2025, the outstanding balance was $ 614,574 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.

Nations Interbanc has lowered the accrued fees balance by $ 275,000.00

as well as the accrual rate to 2.25 %

As a result, CETY has agreed to remit a minimum monthly payment of $ 50,000

by the final calendar day of each month.

The balance of this debt as of December 31, 2024, is 662,804 .

Interbanc has lowered the accrued fees balance by $ 275,000.00 as well as the accrual rate to 2.25 % per 30 days.

As a result, CETY has

agreed to remit a minimum monthly payment of $ 50,000 by the final calendar day of each month.

The balance of this debt as of December

31, 2025, is $ 614,574 .

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, the Note provides for a

one-time interest charge of approximately 45 % of the principal amount 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 , respectively.

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, the Note provides for a one-time interest charge of

approximately 45 % of the principal amount 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 September 30, 2025, the balance on the loans was approximately $ 0 and $ 0 , respectively.

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, the Note provides

for a one-time interest charge of approximately 45 % of the principal amount 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

$ 157,500 and $ 71,250 , respectively.

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

and $ 35,150 ,

respectively, from Agile Capital Funding, LLC (“Agile”) pursuant to short-term cash advance loans.

Under the loan agreements,

the Note provides for a one-time interest charge of approximately 45 %

of the principal amount 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

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, the Note provides for a one-time interest charge of approximately 45 % of the

principal amount approximately $ 190,373 was due to Agile, amortizing and to be repaid over approximately 32 weeks, and as of June 1,

2026, the balance on the loan 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 234,375 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

This note has been amended on September 10, 2024 and the principal balance and accrued interest of this as of December 31, 2024

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 $ 1.60 , 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 .

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 93,750 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 on September 10, 2024, and the principal

balance and accrued interest of this as of December 31, 2024, was $ 391,356 .

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 38,437 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

The principal balance and accrued interest of this as of November 8, 2023 was $ 138,923 .

This note was converted into Series

E preferred shares of CETY.

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

issued to Mast Hill a $ 187,000 Convertible Promissory Note, due January 19, 2024 for a purchase price of $ 168,300

plus an original issue discount in the amount of $ 18,700 and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled

to purchase 58,438 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

The principal balance and accrued interest of this as of November 8, 2023 was $ 209,517 .

This note was converted into Series E

preferred shares of CETY.

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

issued to Mast Hill a $ 734,000 Convertible Promissory Note, due March 8, 2024 , for a purchase price of $ 660,600

plus an original issue discount in the amount of $ 73,400 and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled

to purchase 367,000 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

The principal balance and accrued interest balance of this as of November 8, 2023 was $ 807,601 .

This note was converted into

Series E preferred shares of CETY.

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 %)

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 $ 6.00 , subject to adjustment

as provided in the Note.

Upon an event of default, the Note will become immediately payable and the Company shall be required to pay

a default rate of interest of 15 % per annum.

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

The Note contains customary representations, warranties and covenants of the Company.

The principal balance and accrued interest

balance of this as of November 8, 2023 was $ 581,363 .

This note was converted into Series E preferred shares of CETY.

October 13, 2023, the company entered into a promissory note with Diagonal in the amount of $ 197,196

with an interest rate of 10 %

per annum and a default

interest rate of 22% per annum .

This note is due in full on August

15, 2024 and has mandatory monthly payments of $ 21,692 .

The note had an OID of $ 21,128

and was recorded as finance fee expense.

In the event of the default, at the option of the Investor, the note may be converted into

shares of common stock of the company.

This note is convertible, but not until a contingent event of default has taken place, none

of which has occurred as of the date of this filing.

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

December 31, 2024, was zero .

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 .

due in full on September

30, 2024 and has mandatory monthly payments

of $ 28,760 .

The note had an OID of $ 28,013 and

was recorded as finance fee expense.

In the event of the default, at the option of the Investor, the note may be converted into

shares of common stock of the company.

This note is convertible, but not until a contingent event of default has taken place, none

of which has occurred as of the date of this filing.

The balance on this note was paid off as of December 31, 2024.

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

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

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

of $ 15,021 .

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

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

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

This note is convertible, but not until a contingent

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

The balance on this note as of November

30, 2024 was zero .

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 on this note as of December 31, 2024 was zero .

January 3, 2024, the Company entered into a securities purchase agreement

with FirstFire, pursuant to which the

Company agreed to issue and sell to FirsFire the promissory note of the Company in the principal amount of $ 143,750 ,

which amount is the $ 125,000 actual amount of the purchase price plus an original issue discount in

the amount of $ 18,750 .

The Note is convertible into shares of common stock of the Company at a fixed price of $ 1.60 , par value $ 0.001

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

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 10,000 shares of Common Stock.

On the closing date, the Buyer shall further withhold

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

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

The balance on this

note as of December 31, 2024 was $ 0 .

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 .

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.

Note is convertible into shares of common stock at a fixed price of $1.60 of the Company, par value $ 0.001

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

The note was paid off as of December

1, 2024 and balance on this note as of December 31, 2024 was $ 0 .

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 .

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 $ 1.60 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 $ 1.60 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 20,000 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

The Note is convertible into shares of common stock at a fixed price of $ 1.60 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 December 31, 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.

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.

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

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

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

generation facility.

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

said two (2) years.

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

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

Under the Loan Agreement, the $ 12 million loan

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

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

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

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

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

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

AMEC Business Advisory Pte.

Ltd., a company incorporated in Singapore (the “AMEC”) may assume or acquire up to 50% of the

total loan amount under the Loan Agreement, and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition

to a pro-rata portion of the 30% conversion right.

FPM Development is in default and there was no balance owed as of December 31, 2024.

August 22, 2024, the Company entered into a securities purchase agreement with Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), pursuant

to which the Company agreed to issue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 180,960 for a purchase price of $ 156,000 plus an original issue discount in the amount of $ 24,960 .

The Note provides

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

The Company shall make nine (9) payments,

each in the amount of $ 22,720 to Diagonal.

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

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

Any amount of principal or interest on this Note

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

until the same is paid.

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

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

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 December 31, 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

2 unchanged sentences

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

The balance on this note as of December 31, 2024, was $ 136,333 .

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 .

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 15,000 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 $ 1.60 per share or the per share price of any issuance of the Company’s stock within the 30 days before or after the conversion,

The balance of this note as of December 31, 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 $ 1.60 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.

1 unchanged sentence

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

The balance on this note as of December 31, 2024, was $ 60,720 .

September 10, 2024, the Company, and Mast Hill Fund, L.P., a Delaware

limited partnership (“Mast”), entered into (i) an amendment to the promissory note that was issued by the Company to Mast

on May 6, 2022, in the original principal amount of $ 750,000 ;

and (ii) an amendment to the promissory note that was issued by the Company

to Mast on September 16, 2022, in the original principal amount of $ 300,000 (collectively, the “Amendments”).

the Amendments, the maturity date of both of the original promissory notes shall be extended to December 31, 2025, and the Company shall

pay an extension fee of $ 300,000 in total to Mast at closing.

This amount was recorded in the statements of operations as interest expenses,

as it was calculated using the applicable default interest rate.

The balance of this note as of December 31, 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 .

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 December 31, 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 $ 2.50 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 December 31, 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 $ 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 December 31, 2025, was $ 0 .

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 $ 2.50

per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 %

of Mast and its affiliates.

If, at any time prior to the full repayment or full conversion of all amounts owed under the Note, the

Company and the Company’s majority-owned non-PRC subsidiaries have collectively received cash proceeds of more than $ 1,000,000

(the “Minimum Threshold”) in the aggregate from any source after the Issue Date, including, but not limited to, from

payments from customers and the issuance of equity or debt, Mast shall have the right in its sole discretion to require the Company

to immediately apply up to 25% (the “Repayment Percentage”) of such proceeds after the Minimum Threshold to repay all or

any portion of the outstanding amounts then due under this Note;

provided, however, that the Repayment Percentage shall increase to

50% once the Company and the Company’s majority-owned non-PRC subsidiaries have collectively received cash proceeds of more

than $ 3,000,000

in the aggregate.

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 .

provides for a one-time interest charge of thirteen percent (13%) of the principal amount equal to $19,584.

The Company shall make nine

(9) payments, each in the amount of $18,915 to Diagonal.

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

payments due on the 30th day of each month thereafter.

Any amount of principal or interest on this Note which is not paid when due shall

bear a default interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid.

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

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 $ 1.00 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99 % of Diagonal and its affiliates.

1 unchanged sentence

events as set forth in the Note.

The balance on this note as of December 31, 2024, was $ 132,404 .

October 15, 2024, the Company entered into a securities purchase agreement

with Diagonal, pursuant to which the Company agreed to

issue and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 125,080

for a purchase price of $ 106,000 plus an original issue discount in the amount of $ 19,080 .

The Note provides for a one-time interest

charge of fifteen percent (15%) of the principal amount equal to $18,762.

The Company shall make nine (9) payments, each in the amount

of $15,982 to Diagonal.

The first payment shall be due on November 15, 2024 with eight (8) subsequent payments due on the 15th day of

each month thereafter.

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

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

All or any part of the outstanding and unpaid

amount under the Note may be converted at any time following an event of default into common stock

of the Company, par value $ 0.001 per share, at the conversion price of $ 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 on this

note as of December 31, 2024, was $ 111,877 .

November 8, 2024, the Company entered into a securities purchase agreement

with Coventry, pursuant to which the Company agreed to

issue and sell to Coventry a convertible promissory note of the Company in the principal amount of $101,000

for a purchase price of $ 96,000 plus an original issue discount in the amount of $ 5,000 .

The Note is due and payable on December 24,

2024 and provides for a interest rate of 3.94 %, compounded monthly.

The Company shall also issue to Coventry 40,000 unregistered shares

of its common stock, par value $ 0.001 per share as loan commitment shares in connection with this transaction.

All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into Common Stock of the Company, subject to a beneficial ownership limitation of 4.99 % of Coventry and its affiliates.

The conversion price is the lower of $ 1.00 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.

Events of Default include failure to pay principal or interest,

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

The balance on this note as of

December 31, 2024, was $ 101,998 .

The balance of this note as of December 31, 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 $ 1.00 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 December 31, 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

1 unchanged sentence

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

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

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

The balance of this note as of December 31, 2025 was $ 0 .

1 unchanged sentence

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

and (ii) 40,000

shares of common stock of the Company, par value $ 0.001

per share, as inducement shares for this transaction, for an

aggregate purchase price of $ 100,000 .

The Note becomes due and payable on February 28, 2025 and provides for a one-time interest charge of twelve percent ( 12 %)

of the principal amount payable on the Maturity Date.

The Lender is entitled to convert at any time all or any part of the outstanding

and unpaid amount under the Note into Common Stock of the Company, at the conversion price of $1.00 per share, subject to anti-dilution

adjustments and a beneficial ownership limitation of 4.99 %

of Lender and its affiliates.

The balance on this note as of December 31, 2024, was $ 106,105 .

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

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 $ 1.00 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 December 31, 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.

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.

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 500,000 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).

On December 11, 2024, the Company and

Mast Hill entered into an amendment to that certain promissory note originally issued by the Company to Mast on September 10, 2024, in

the original principal amount of $ 612,000 .

Pursuant to the Amendment, Mast shall pay the purchase price of an additional $ 50,000

on or before December 12, 2024, and the principal balance of the Mast Note shall be increased by $ 60,000

on the date that the Company received the funding from Mast.

The original issuance and sale of the Mast Note was disclosed through

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

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 December 31, 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

and sell to Diagonal a convertible promissory note of the Company in the principal amount of $ 93,725 for a purchase price of $ 81,500

plus an original issue discount in the amount of $ 12,225 .

A one-time interest charge of fifteen percent ( 15 %)

of the principal amount, equal to $ 14,058 ,

is applied to the principal amount on the issuance date of the Note.

The Company shall make six (6) repayments to Diagonal according

to the payment schedule set forth in Section 1.2 of the Note, with the last repayment due on September 15, 2025.

All or any part of the

outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company,

par value $ 0.001

per share, at the conversion price of $ 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 on this note as of December 31, 2024, was $ 107,783 .

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 $ 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 December 31,

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 818,917

shares of Company common stock, for an aggregate purchase price of $ 1,474,050 .

The transaction closed on January 16, 2025, and on such date pursuant to the securities purchase agreement, Mast Hill’s legal

expenses of $ 22,000

were paid from the gross purchase price, Mast Hill was paid $ 852,406

as payment in full of that certain promissory note issued by the Company to Mast Hill on or about September 10, 2024, and

subsequently amended on or about December 11, 2024, and the Company receiving net funding of $ 308,051 ,

and the note and warrants described above were issued to Mast Hill.

The note matures 12 months following the issue date, accrues

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

note), and is secured by a junior security interest (subordinate to the Company’s senior secured lender, Nations Interbanc) in

all of the assets of the Company.

The note is convertible into shares of the Company’s common stock at the election of the

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

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.

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

subject to adjustment as provided in the warrants.

As of December 31, 2025, the outstanding principal balance of the note was $ 0 ,

with no accrued interest.

The related original issue discount and the discount arising from the initial recognition of the

derivative liability were fully amortized during the period.

Accordingly, the carrying amount of the note was $ 0

at year-end .

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

During the twelve months ended December 31, 2025, this note was fully converted

for the convertible note with principal and accrued interest.

On December 31, 2025, the derivative liabilities on the outstanding convertible

note were revalued at $ 0 resulting in a gain of $ 320,101 for the period ended December 3 1 , 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

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 years.

the Company recorded $ 817,271 interest expense for amortization of debt discount from the initial recognition of derivative liability.

Effective February 28, 2025, the Company, entered into a securities purchase

agreement with Mast Hill, pursuant to which the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note

in the principal amount of $ 620,000 , and (ii) warrants to purchase 310,000 shares of Company common stock, for an aggregate purchase price

of $ 558,000 .

The transaction closed on February 28, 2025, and on such date pursuant to the securities purchase agreement, Mast Hill’s

legal expenses of $ 8,000 were paid from the gross purchase price, the Company’s senior secured lender, Nations Interbanc, was paid

$ 50,000 directly by Mast Hill from closing proceeds for the Company’s benefit, the Company received net funding of $ 500,000 , and

the note and warrants described above were issued to Mast Hill.

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

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

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

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 $ 2.50 , subject

to adjustment as provided in the warrants.

The balance of the note as of December 31, 2025, was $ 0 with accrued interest of $ 0 , net

with unamortized OID of $ 0 and unamortized discount from initial recognition of derivative liability of $ 0 .

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 .

During the twelve months ended December 31, 2025, this note was fully converted for the convertible note with principal and accrued interest.

On December 31, 2025, the derivative liabilities on the outstanding

convertible note were revalued at $ 0 resulting in a gain of $ 143,870 for the period ended December 31, 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 $ 241,725 interest expense for amortization of debt discount from the initial recognition of derivative

On April 4, 2025, the Company entered into a securities purchase agreement

with Pacific Pier Capital II, LLC, a Delaware limited liability company (“Pacific Pier”), pursuant to which the Company sold,

and Pacific Pier purchased, (i) a convertible promissory note in the principal amount of $ 345,000 , and (ii) 45,000 shares of Company common

stock, for an aggregate purchase price of $ 310,500 .

The transaction was funded by Pacific Pier and closed on April 7, 2025, and on or

about April 7, 2025, pursuant to the securities purchase agreement, Pacific Pier’s legal expenses of $ 10,000 were paid from the

gross purchase price, the Company receiving net funding of $ 300,500 , and the note and shares were issued to Pacific Pier.

The note matures

12 months following the issue date, accrues interest of 10 % per annum, and is convertible into shares of the Company’s common stock

at the election of the holder, at or following nine months after the issue date, at a conversion price equal to 90% of the lowest daily

volume-weighted average price (during regular trading hours) on any trading day during the 5 trading days prior to the conversion date;

provided, however, that the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial

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

Additionally,

the holder of the note is entitled to deduct $ 1,750 from the conversion amount (or $ 500 if the conversion amount is $ 25,000 or less) in

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

The balance of the note as of December 31, 2025,

was $ 188,558 with accrued interest of $ 28,865 , net with unamortized OID of $ 116,292 and unamortized discount from initial recognition of

derivative liability of $ 33,300 .

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 $ 0.44 (before reverse stock split), the closing stock price of the Company’s common stock on the

date of valuation of $ 0.43 (before reverse stock split), 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 .

During the twelve months ended December 31, 2025, there was $ 356,528

conversion for the convertible note with principal and accrued interest.

On December 31, 2025, the derivative liabilities on the outstanding

convertible note were revalued at $ 54,619 resulting in a loss of $ 84,169 for the period ended December 31, 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

In addition, the Company recorded $ 97,798 interest expense for amortization of debt discount from the initial recognition of derivative

Effective April 23, 2025, the Company entered into a securities purchase

agreement with Pacific Pier, pursuant to which the Company sold, and Pacific Pier purchased, (i) a convertible promissory note in the

principal amount of $ 256,000 , and (ii) 45,000 shares of Company common stock, for an aggregate purchase price of $ 230,400 .

The transaction

was funded by Pacific Pier and closed on April 23, 2025, and on or about April 23, 2025, pursuant to the securities purchase agreement,

Pacific Pier’s legal expenses of $ 7,000 were paid from the gross purchase price, the Company received net funding of $ 223,400 , and

the note and shares were issued to Pacific Pier.

The note matures 12 months following the issue date, accrues interest of 10 % per annum,

and is convertible into shares of the Company’s common stock at the election of the holder, at or following nine months after the

issue date, at a conversion price equal to 90% of the lowest daily volume-weighted average price (during regular trading hours) on any

trading day during the 5 trading days prior to the conversion date;

provided, however, that the holder may not convert the note to the

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

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

Additionally, the holder of the note is entitled to deduct $ 1,750

from the conversion amount (or $ 500 if the conversion amount is $ 25,000 or less) in each note conversion to cover the holder’s fees

associated with the conversion.

The balance of the note as of December 31, 2025, was $ 384,000 with accrued interest of $ 23,566 , net with

unamortized OID of $ 15,374 and unamortized discount from initial recognition of derivative liability of $ 32,116 .

The Company valued the

conversion feature of the convertible note on the date of issuance resulting in an initial liability of $ 109,200 .

Upon issuance, the Company

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

the initial conversion prices

of $ 0.35 , the closing stock price of the Company’s common stock on the date of valuation of $ 0.40 (before reverse stock split),

an expected dividend yield of 0 %, expected volatility of 92 %, risk-free interest rate ranging of 3.98 %, and an expected term of one year .

During the twelve months ended December 31, 2025, there was no conversion

for the convertible note with principal and accrued interest.

On December 31, 2025, the derivative liabilities on the outstanding convertible

note were revalued at $ 121,482 resulting in a loss of $ 12,282 for the period ended December 31, 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

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.

addition, the Company recorded $ 77,084 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 (before reverse stock split) (subject to adjustment as provided in the note);

provided, however,

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

of the Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock, or (ii) when

the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and conversion would result in more than 19.99 % of the

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

Additionally, the holder of the note is

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

The balance of the note as of December 31, 2025, was $ 29,247 , with accrued interest

of $ 2,925 , net with unamortized OID of $ 3,913 .

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 (before reverse

stock split) ;

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

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

stock (or 9.99 % if the market capitalization of the Company falls below $ 2,500,000 ).

As of December 31, 2025, the Company repaid this note in full.

of the note as of December 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 of $ 5,000 were paid from the gross purchase price, the Company received net funding

of $ 296,500 , and the note and shares were issued to Mast Hill.

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

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

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

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

equal to the lesser of (i) $ 2.50 /share(before reverse stock split) , or (ii) 90% of the lowest dollar volume-weighted average price (during

the period from 9:30 a.m.

to 4 pm ET) on any trading day during the 5 trading days prior to the conversion date;

provided, however, that

the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the

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

Additionally, the holder

of the note is entitled to deduct $ 1,750 from the conversion amount in each note conversion to cover the holder’s fees associated

with the conversion.

The balance of the note as of December 31, 2025, was $ 0 , with the accrued interest of $ 0 , net with unamortized

OID of $ 0 and unamortized discount from initial recognition of derivative liability of $ 0 .

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

$ 0.26 (before reverse stock split), the closing stock price of the Company’s common stock on the date of valuation of $ 0.27 (before

reverse stock split), an expected dividend yield of 0 %, expected volatility of 98 %, risk-free interest rate ranging of 4.12 %, and an

expected term of one year .

During the year ended December 31, 2025, there was no conversion

for the convertible note with principal and accrued interest.

On December 31, 2025, the derivative liabilities on the outstanding convertible

note were revalued at $ 0 resulting in a gain of $ 105 for the period ended December 31, 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

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.

addition, the Company recorded $ 133,311 interest expense for amortization of debt discount from the initial recognition of derivative liability.

Effective July 18, 2025, the Company entered into a securities purchase

agreement with Firstfire Global Opportunities Fund LLC (“Firstfire”), pursuant to which the Company sold, and Firstfire purchased,

(i) a junior secured convertible promissory note in the principal amount of $ 201,250 , and (ii) 8,333 shares of Company common stock, for

an aggregate purchase price of $ 175,000 .

The transaction closed on July 18, 2025, and on such date pursuant to the securities purchase

agreement, Firstfire’s legal expenses of $ 5,500 were paid from the gross purchase price, the Company received net funding of $ 169,500 ,

and the note and shares were issued to Firstfire.

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

10 % per annum.

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

equal to the 85% of the lowest traded price on any trading date during 10 trading day period immediately preceding the conversion date.

The balance of the note as of December 31, 2025, was $ 120,750 with accrued interest of $ 12,075 , net with unamortized OID of $ 33,258 and

unamortized discount from initial recognition of derivative liability of $ 52,501 .

The Company valued the conversion feature of the convertible

note on the date of issuance resulting in an initial liability of $ 61,383 .

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 year .

the year ended December 31, 2025, there was no conversion for the convertible note with principal and accrued interest.

December 31, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 87,412

resulting in a gain of $ 43,794

for the period ended December 31, 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

In addition, the Company recorded $ 8,883

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 December 31, 2025, was $ 91,957 , with the accrued interest of $ 10,963 , net

with unamortized OID of $ 13,440 and unamortized discount from initial recognition of derivative liability of $ 30,012 .

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 .

Effective August 15, 2025, the Company entered into a securities purchase

agreement with Mast Hill, pursuant to which the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note

in the principal amount of $ 388,888 , and (ii) 150,000 shares of Company common stock, for an aggregate purchase price of $ 350,000 .

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

The note matures 12 months following the issue date, accrues guaranteed interest of 10 % per annum (with the first 12 months

of interest guaranteed and earned in full as of issuance of the note).

The note is convertible into shares of the Company’s common

stock at the election of the holder at a conversion price equal to the lesser of (i) $ 2.50 /share (before reverse stock split) , or (ii)

90% of the lowest dollar volume-weighted average price (during the period from 9:30 a.m.

to 4 pm ET) on any trading day during the 5 trading

days prior to the conversion date;

provided, however, that the holder may not convert the note to the extent that such conversion would

result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99 % of the Company’s

issued and outstanding common stock.

Additionally, the holder of the note is entitled to deduct $ 1,750 from the conversion amount in each

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

The balance of the note as of December 31, 2025, was

$ 388,888 with accrued interest of $ 14,384 , net with unamortized OID of $ 52,151 and unamortized discount from initial recognition of derivative

liability of $ 105,399 .

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 .

During the twelve months ended December 31, 2025, there was no conversion

for the convertible note with principal and accrued interest.

On December 30, 2025, the derivative liabilities on the outstanding convertible

note were revalued at $ 168,197 resulting in a gain of $ 1,278 for the period ended December 31, 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

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.

addition, the Company recorded $ 64,076 interest expense for amortization of debt discount from the initial recognition of derivative liability.

T he following is the change in derivative

liability for the twelve Months ended December 31, 202 5:

SCHEDULE OF CHANGES IN DERIVATIVE LIABILITY

Balance, January 1, 2025

Issuance of new derivative liability

Change in fair market value of derivative liability

Balance, December 31, 2025

due to Convertible Notes

5 unchanged sentences

Debt Discount

( 1,068,067 )

Amortization of debt discount

11 – COMMITMENTS AND CONTINGENCIES

48 unchanged sentences

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

December 31, 2024

Year Ended December 31, 2025

Weighted average remaining lease term (years)

Weighted average discount rate

6.87 - 10.00 %

following is a schedule, by year of lease payment for above two leases as of December 31, 2025:

SCHEDULE OF LEASE PAYMENT

For the 12 months ending

Lease Payment

For the 12 months

December 31, 2026

2 unchanged sentences

Present value of lease liabilities

lease expense ASC 842 lease for the years ended December 31, 2024 and 2023 was $ 175,700

respectively.

Our short-term lease for the years ended December 31, 2024 and 2023 was

$ 74,567 and $ 298,612 .

lease expense ASC 842 lease for the year ended December 31, 2025 and 2024 was $ 191,233 and $ 175,700 respectively.

Our short-term lease for

the year ended December 31, 2025 and 2024 was $ 25,579 and $ 74,567 .

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

2 unchanged sentences

12 – CAPITAL STOCK TRANSACTIONS

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 2,000,000,000 and designated a par value of $ .001 per share.

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.

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.

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.

June 10, 2019, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 2,000,000,000 .

The amendment effecting the increase in our authorized capital was effective on September 27, 2019

January 6, 2023, our board of directors and majority shareholders approved a reverse stock split.

5 unchanged sentences

All per share references to common stock have been retroactively represented throughout the financials.

On September 26, 2025, the Company filed a Certificate of Change Pursuant

to Nevada Revised Statutes Section 78.209 with the Secretary of State of the State of Nevada effecting a 1-for-15 reverse stock split

of the Company’s issued and outstanding common stock, with a corresponding reduction in authorized common stock from 2,000,000,000

shares to 133,333,333 shares.

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

on October 6, 2025.

The par value per share of $ 0.001 was not affected, and the number of authorized shares of preferred stock was not

All share and per-share information presented in this Note relating to periods on or after January 6, 2023 has been retroactively

adjusted to reflect the Reverse Stock Split.

Stock Transactions

January 19, 2023, the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill pursuant to which the Company issued to Mast Hill the Company issued Mast Hill a 5

five-year warrant to purchase 58,438

shares of common stock in connections with the transactions.

January 27, 2023 we issued 3,745 shares of our common stock due to rounding post the reverse stock split.

March 23, 2023 we sold 975,000 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 40,000 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 367,000 shares of common

stock in connections with the transactions.

April 18, 2023 Mast Hill exercised the right to purchase 93,750 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 58,438 of the Warrant Shares of Clean Energy

Technologies, Inc., because of the Common Stock Purchase Warrant Shares issued on January 19, 2023.

price is $ 1.60 per share.

The total purchase price was $ 93,501 .

June 14, 2023 Mast Hill exercised the right to purchase 38,438 of the Warrant Shares of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on December 26, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 61,501 .

June 23, 2023 Mast Hill exercised the right to purchase 29,688 of the Warrant Shares of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on November 21, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 47,501 .

September 12, 2023 Mast Hill exercised the right to purchase 29,688 of the shares of Warrant Shares of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on November 21, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 47,501 .

September 13, 2023 Mast Hill exercised the right to purchase 183,500 of the shares of Warrant Shares of

Clean Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on March 08, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 293,600 .

October 27, 2023 Mast Hill exercised the right to purchase 183,500 of Warrant Shares of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant issued on March 08, 2022.

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 10,000 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 20,000 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 15,000 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 20,000 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 2,000,000 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

June 18, 2024, the Company and certain Subscribers

entered into a subscription agreement pursuant to which the Company agreed to sell approximately 1,203,333 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

the year ended December 31, 2024, the Company issued 2,515,592

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.

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 $ 6.75 per Unit, with each unit consisting of one

share of common stock, par value $ .001 per share and a warrant to purchase one share of common stock.

The Warrant is exercisable at exercise

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

June 18, 2024, the Company and certain Subscribers entered into a subscription agreement pursuant to which the Company agreed to sell

approximately 80,222 units to the Subscribers for an aggregate purchase price of $ 1,083,000 , or $ 13.50 per Unit, with each unit consisting

of one share of common stock, par value $ 0.001 per share and a warrant to purchase one share of Common Stock.

The Warrant is exercisable

at the price of $ 30.00 per share, expiring one year from the date of issuance.

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

and zero of common stock for conversion of zero Series E Preferred share.

September 2, 2024, Clean Energy Technologies, Inc.

4 unchanged sentences

October 20, 2024, Clean Energy Technologies, Inc., a Nevada corporation, (the “Company”) and certain individual investors

(“Subscribers”) entered into a subscription agreement pursuant to which the Company agreed to sell approximately 160,156

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

or $ 0.64 per Unit, with each unit consisting of one share of common stock, par value $ 0.001 per share the Common Stock.

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

(each a “Unit” and together the “Units”) to the Subscribers for an aggregate purchase price of $ 160,156 , or $ 9.60

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

November 8, 2024, Clean Energy Technologies, Inc.

(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 40,000 shares (the “Commitment Shares”) of Common Stock.

(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.

13 unchanged sentences

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 December 30, 2025, the outstanding balance of the

loan was $ 0 .

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.

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 33,333 shares of common stock to Mast Hill pursuant to its conversion of $ 121,635 in interest

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

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 of $ 33,464 in principal,

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

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

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

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

agreement with Lucas Ventures dated November 29, 2024.

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

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

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

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

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