What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-27 compared with 2025-11-19 · 853 added, 1407 removed, 973 unchanged (70% of the section changed)

4 unchanged sentences

31 , 2026 (unaudited)

Financial Statement

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

Consolidated Statements of Operations (unaudited)

Consolidated Statements of Stockholders Deficit (unaudited)

Consolidated Statements of Cash Flows (unaudited)

Statement Index

Consolidated Balance Sheets March 31, 2026 (unaudited) and December 31, 2025 (audited)

Consolidated Statements of Operations and comprehensive income (loss), for the Three Months Ended March 31, 2026 (unaudited) and March 31, 2025 (Restated) (unaudited)

Consolidated Statements of Stockholders Equity for the Three Months Ended March 31, 2026 (unaudited) and March 31, 2025 (Restated) (unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 (unaudited) and March 31, 2025 (Restated) (unaudited)

Notes to the Consolidated Financial Statements (unaudited)

1 unchanged sentence

Balance Sheets

September 30,2025

31, 2026 (Unaudited) and December 31, 2025 (Audited)

March 31, 2026

December 31, 2025

Current Assets

Accounts receivable - net

Accounts receivable

Accounts receivable - Related Party

Accounts receivable

Convertible Note Receivable

Advance to supplier – Current

Deferred Offering Costs

Deferred Equity Issuance cost

Investment - Jiangsu Gaozheng

Due from related party

Loan Receivables

Inventory, net

Investment to Guangyuan Shuxin New Energy Co.

Loan Receivable – Current

Total Current Assets

1 unchanged sentence

Property & Equipment - Net

Investment LWL

Investment Heze Hongyuan Natural Gas Co.

Long Term Investment - Shuya

Investment to Guangyuan Shuxin New Energy Co.

Long-term financing receivables - net

Advance to supplier - prepayment

Loans receivable – Non Current

Contract Assets

Right of use asset - long term

Other Assets – Related party

Total Non-Current Assets

1 unchanged sentence

Accounts Payable

Accounts Payable - Related Party

Accounts Payable

Accrued Expenses

1 unchanged sentence

Warranty Liability

Derivative liability

Warrant Liability

Deferred Revenue

Derivative Liability

Facility Lease Liability - Current

Line of Credit

Notes payable - GE

Due to Related Party

Convertible Notes Payable

Related party notes payable

Notes payable

Short-Term Notes Payable

Total Current Liabilities

Long-Term Debt

Non current liabilities

Facility Lease Liability - Long Term

Accrued Dividend

Total Long-Term Debt

Total Non current liabilities

Total Liabilities

Common stock, $ 0.001 par value;

133,333,333 shares authorized;

4,663,552 and 3,022,102 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

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

3,500,000 shares authorized;

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

133,333,333 authorized shares;

12,166,106 and 9,421,047 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional Paid-In Capital

6 unchanged sentences

Energy Technologies, Inc.

Statements of Operations

the three and nine months ended September 30, 2025 and 2024 (Unaudited)

Statements of Operations and comprehensive income (loss)

the three months ended March 31, 2026 (Unaudited) and 2025 (Unaudited) (Restated)

Sales - Related Party

3 unchanged sentences

Facility Lease and Maintenance

Consulting Engineering

Depreciation and Amortization

1 unchanged sentence

Net Profit / (Loss) From Operations

( 1,334,802 )

( 2,165,737 )

( 2,551,872 )

Other Income & Expense

Change in Derivative Liability

Change in FV of Warrant Liability

Change in FV of Derivative Liability

Interest Income

Investment income (loss) from Shuya

Gain / (Loss) on Debt Settlement and Write Down

Interest and Financing fees

( 1,555,334 )

( 2,399,193 )

Net Profit / (Loss) Before Income Taxes

( 2,102,321 )

( 1,299,391 )

( 3,522,293 )

( 3,550,669 )

Income Tax Expense

$ ( 2,102,321 )

$ ( 1,299,391 )

$ ( 3,522,342 )

$ ( 3,550,669 )

Net Profit / (Loss)

Net Profit / (Loss) attributable to Clean Energy Technologies, Inc.

Other Comprehensive Item

Foreign currency translation gain (loss) attributable to the Company

Foreign Currency Translation Gain

Total Comprehensible Income / (Loss)

$ ( 2,062,659 )

$ ( 1,217,313 )

$ ( 3,444,257 )

$ ( 3,527,995 )

Per Share Information:

Basic and diluted weighted average number of common shares outstanding

Net loss per common share basic and diluted

* Reflected the 1-for-15

reverse split effective on September 26, 2025

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

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

1 unchanged sentence

Statements of Stockholders Equity

the three and nine months ended September 30, 2025 and 2024 (Unaudited)

Preferred Stock

Comprehensive

the three months ended March 31, 2026 (Unaudited) and 2025 (Unaudited) (Restated)

Common Stock Shares

Preferred Stock Shares

Common Stock to be issued Amount

Additional Paid in Capital

Accumulated Other Comprehensive

Accumulated Deficit

Non Controlling

Stockholders’

holders’ Equity Totals

December 31, 2024

$ ( 257,396 )

Shares issued for stock compensation

Shares issued for debt inducement

Shares issued for subscription

Shares issued for series E preferred conversion

Accumulated Comprehensive

Deconsolidation of Shuya

Accrued Series E preferred dividend

Subscription receivable

$ ( 28,480,730 )

( 1,419,400 )

March 31, 2024

( 24,473,587 )

Shares issued for stock compensation

Shares issued for debt inducement

Shares issued for subscription

Shares issued for series E preferred conversion

Accumulated Comprehensive

Accrued Series E preferred dividend

June 30, 2024

( 25,311,096 )

Shares issued for debt inducement

Accumulated Comprehensive

Accrued Series E preferred dividend

Subscription receivable

( 1,299,391 )

September 30, 2024

( 26,643,673 )

Preferred Stock

Additional Paid in

Accumulated Comprehensive

holders’ Deficit

December 31, 2024

$ ( 257,396 )

$ ( 27,443,231 )

Shares issued for stock compensation

Shares issued for debt conversion

Shares issued for subscription

Shares issued for series E preferred conversion

Value of the warrants issued for Mast Hill

Accumulated Comprehensive

Non controlling interest ownership

Accrued Series E preferred dividend

Subscription receivable

March 31, 2025

1 unchanged sentence

$ ( 29,151,162 )

Shares issued for stock compensation

Shares issued for debt conversion

Shares issued for debt inducement

Shares issued for subscription

Shares issued for series E preferred conversion

Value of the warrants issued for Mast Hill

Accumulated Comprehensive

Non controlling interest ownership

Accrued Series E preferred dividend

( 1,088,790 )

June 30, 2025

Common Stock Shares

Preferred Stock Shares

Common Stock to be issued Amount

Additional Paid in Capital

Accumulated Other Comprehensive

Accumulated Deficit

Non Controlling

Stock holders’ Equity Totals

December 31, 2025

$ ( 168,923 )

9 unchanged sentences

Accumulated Comprehensive

Non controlling interest ownership

Accrued Series E preferred dividend

( 2,102,321 )

September 30, 2025

Deferred offering cost

March 31, 2026

$ ( 138,522 )

5 unchanged sentences

Statements of Cash Flows

the nine months ended September 30, 2025 and 2024 (Unaudited)

the three months ended March 31, 2026 (Unaudited) and 2025 (Unaudited) (Restated)

(Unaudited) Restated

Cash Flows from Operating Activities:

$ ( 3,522,342 )

$ ( 3,550,669 )

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

Net Income / (Loss)

Depreciation and amortization

Loss from deconsolidation of Shuya

Forgiveness of convertible note balance

Stock compensation expense

Amortization of debt discount

Change in fair value of derivative liabilities

Attributable income per equity method - Shuya

Change in fair value of derivative liabilities

Change in fair value of warrant liabilities

Change in fair value of convertible note receivable (Other income)

Reversal of inventory impairment reserve

Changes in assets and liabilities:

(Increase) decrease in right of use asset

Increase /(Decrease) in Lease liabilities

Increase in accounts receivable

Increase in accounts receivable - related party

(Increase)/ decrease in Tax receivable

(Increase) decrease in lease liability

(Increase) decrease in accounts receivable

(Increase) decrease in accounts receivable – related party

(Increase) decrease in prepaid expenses

(Increase) decrease in contract asset

(Increase) decrease in other assets

( 2,967,072 )

(Increase) decrease in interest receivable

(Increase) decrease in inventory

Increase in accounts payable

Increase in accrued interest

Increase (Decrease) in accrued expenses

Increase (Decrease) in customer deposits

(Decrease) increase in accounts payable

(Decrease) increase in accrued interest

(Decrease) increase in accrued expenses

(Decrease) increase in customer deposits

Net Cash Used In Operating Activities

( 6,218,085 )

( 2,788,608 )

Cash Flows from Investing Activities

Decrease in Loan receivables

Purchase of fix assets

Net cash flows (used in) provided by investing activities

Convertible note receivable

Long term investment

Loan receivables

Cash Flows Provided by (Used In) Investing Activities

Cash Flows from Financing Activities

Proceeds from notes payable and lines of credit

Payments on notes payables and lines of credit

Payments on notes payable and line of credit

( 1,273,048 )

Borrowing from related party

Other receivable

Loan receivable

Stock issued for cash

Net cash flows provided by financing activities

Effect of currency exchange rate changes on cash

Cash Flows Provided By Financing Activities

Foreign Currency Transaction

Net (Decrease) Increase in Cash and Cash Equivalents

4 unchanged sentences

Supplemental Non-Cash Disclosure

Discounts on new notes

Shares issued for preferred conversions

Discount on new notes

Shares issued for note conversions

Shares issued for note receivable

Dividend accrued

Shares issued for accrued dividend

Shares issued for note conversion

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

1 unchanged sentence

to Consolidated Financial Statements (Unaudited)

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

unaudited interim consolidated financial statements as of and for the three months ended March 31, 2026, reflect all adjustments which,

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

8 unchanged sentences

The results of operations

for the nine months ended September 30, 2025 are not necessarily indicative of results for the entire year ending December 31, 2025.

for the three months ended March 31, 2026 are not necessarily indicative of results for the entire year ending December 31, 2025.

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

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& management services, and CETY HK NG trading.

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

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

The Company had a total stockholder’s equity of $ 7,095,133

and a negative working capital of 1,523,862 as of September 30, 2025.

The company also had an accumulated deficit of $ 30,922,858 as of

September 30, 2025.

In addition, the Company has had continued negative cash flows used in operating activities of 6,218,085 .

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

There can be no assurance that the Company

will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity

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

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

and liquidation of liabilities in the normal course of business.

The Company had a total stockholder’s equity of $ 7,030,646 and

a working capital of $ 1,036,272 and an accumulated deficit of $ 35,962,199 as of March 31, 2026 and used $ 836,618 in net cash from operating

activities for the quarter ended March 31, 2026.

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.

The 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 costs.

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.

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

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clean energy solutions in their projects.

Energy Technologies (H.K.) Limited (“CETY HK”) Clean Energy Technologies (H.K.) Limited (“CETY HK”)

consists of two business ventures in mainland China:

(i) our natural gas (“NG”) trading operations sourcing and suppling

NG to industries and municipalities, operated through our PRC Subsidiaries and Shuya.

The NG is principally used for heavy truck

refueling stations and urban or industrial users.

We purchase large quantities of NG from large wholesale NG depots at fixed prices

which are prepaid for in advance at a discount to market.

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

duration of the contracts;

and (ii) our planned joint venture with a large state-owned gas enterprise in China called Shenzhen Gas

(Hong Kong) International Co.

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

located in the southwestern part of China.

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

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

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

CETY HK has not commenced business

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

CETY HK will wait until

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

On or about June 18, 2025, CETY HK

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

Energy Technologies (H.K.) Limited (“CETY HK”) Clean Energy Technologies (H.K.) Limited (“CETY HK”) consists

of two business ventures in mainland China:

(i) our natural gas (“NG”) trading operations sourcing and suppling NG to industries

and municipalities, operated through our PRC Subsidiaries and Shuya.

The NG is principally used for heavy truck refueling stations and

urban or industrial users.

We purchase large quantities of NG from large wholesale NG depots at fixed prices which are prepaid for in

advance at a discount to market.

We sell the NG to our customers at prevailing daily spot prices for the duration of the contracts;

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

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

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

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

The terms of the joint venture are subject to

the execution of definitive agreements.

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

NG prices and reduced industrial demand.

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

Gas joint venture.

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

organized under the laws of Hong Kong.

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

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

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

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

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

aggregate 715,447

shares of Company common stock at a price of $ 6.15

per share (on a split-adjusted basis), for aggregate gross proceeds of $ 4,400,000 .

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

Climate Mitigation LLC’s Italian operations (the “Acquisition Target”), and the Company would pay the Consultant

HKD 5,000,000

as a non-refundable consulting fee, and HKD 25,000,000

as a refundable deposit for the acquisition of the Acquisition Target.

The Consultant has rendered such acquisition services to the

Company, on July 8, 2025, paid the HKD 5,000,000

consulting fee to the Consultant ($ 640,902.52 ) ,

and from July 10, 2025 to August 22, 2025, paid HKD 25,000,000

($ 3,204,513 )

as a refundable deposit towards the acquisition of the Acquisition Target.

On or about November 18, 2025, the Company and the Consultant

entered into an amendment to the Consulting Agreement providing that if the deposit is not refunded as agreed, the Consultant would ensure

that 715,447 shares of Company common stock would be returned to the Company for cancellation.

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

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

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

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

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

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

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

The Consultant has rendered

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

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

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

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

to the Company for cancellation.

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

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

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.

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

As of September 30, 2025, and December 31, 2024, we had a reserve

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

As of March 31, 2026, and December 31, 2025, we had a reserve

for potentially un-collectable accounts receivable of $ nil and $ nil .

Our policy for reserves for our long-term financing receivables

is determined on a contract-by-contract basis and considers the length of the financing arrangement.

As of September 30, 2025, and December

31, 2024, we had a reserve for potentially un-collectable long-term financing receivables of $ 247,500 and $ 247,500 .

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

Our trade accounts primarily represent unsecured

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

As of March 31, 2026, and December

31, 2025, we had a reserve for potentially un-collectable long-term financing receivables of $ nil and $ nil .

customer accounted for 100 % of accounts receivable as of March 31, 2026.

Our trade accounts receivable primarily represent unsecured

balances related to projects that are in various stages of completion, commissioning, or pending commercial operation.

The outstanding

receivables primarily relate to a project that is in the final permitting stage and is awaiting a Notice to Proceed.

Upon receipt of

the Notice to Proceed, project financing is expected to become available, which management believes will support the customer’s

ability to satisfy the outstanding receivable.

Based on these facts and circumstances, management believes the accounts receivable are

assets primarily represent amounts due from one customer for contractual rights to consideration that are conditioned on the achievement

of specified project milestones.

Included in the contract asset balance is a long-term receivable that is recorded at its present value

using an appropriate discount rate.

The carrying amount reflects a present value discount of approximately $ 397,692 and includes accrued

interest income of approximately $ 222,087 recognized using the effective interest method.

Contract assets totaled $ 677,918 as of March

31, 2026 and December 31, 2025.

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

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Any inventory write offs are charged to the reserve account.

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

As of March 31, 2026 we had a reserve of $ 576,704 as compared

to a reserve of $ 576,704 as of December 31, 2025.

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to operations.

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

related assets:

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

OF ESTIMATED USEFUL LIVES

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on discounted cash flow analysis or appraisals.

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

30, 2025 and 2024.

There is no impairment of long-lived assets for the periods ended March 31, 2026 and

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

the contract with the customer

the performance obligations in the contract

the transaction price

the transaction price to the performance obligations in the contract

revenue when the company satisfies a performance obligation

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

We generate a quotation

We receive Purchase orders from our customers.

We build the product to their specification

We invoice at the time of shipment

The terms are typically Net 30 days

generate a quotation

receive Purchase orders from our customers.

build the product to their specification

invoice at the time of shipment

terms are typically Net 30 days

following step is applied to our CETY HK business unit:

CETY HK is primarily responsible for fulfilling the

contract / promise to provide the specified good or service.

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

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

A good or another asset

from the other party which the entity then transfers to the customer.

Note that momentary control before transfer to the customer

may not qualify.

A right to a service to

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

the entity’s behalf.

A good or service from

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

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

Note that momentary control before transfer

to the customer may not qualify.

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

to the customer on the entity’s behalf.

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

to the customer.

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

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

The entities, together

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

procurement, construction, and commissioning.

CETY’s work product

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

and commissioning.

CETY and customer agree

to a total EPC contract price.

The contract has commercial

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

permitting, design, procurement, construction, and commissioning.

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

construction, and commissioning.

and customer agree to a total EPC contract price.

contract has commercial substance.

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

Per the EPC Agreement,

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

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

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

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a final payment of 10 %.

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

to be recognized in the fourth quarter of year 2025.

As of March 31, 2026 and December 31, 2025 we had $ 33,000 and $ 33,000 of deferred revenue, which is expected

to be recognized in the second quarter of year 2026.

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

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

and, we had outstanding customer deposits of $ 197,220 and $ 30,061 respectively.

As of March 31, 2026 and December 31, 2025, we

had outstanding customer deposits of $ 811,877 and $ 759,611 respectively.

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

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The Company had derivative liability of $ 721,678 and

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

$ 493,308 as of March 31, 2026 and December 31, 2025, respectively.

Value of Financial Instruments

11 unchanged sentences

Company uses to measure fair value:

Quoted prices

in active markets for identical assets or liabilities.

Observable inputs

other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active or

other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related

assets or liabilities.

Unobservable inputs

that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s

derivative liabilities have been valued as Level 3 instruments.

We value the derivative liability using a lattice model, with a volatility

of 56 % and using a risk free interest rate of 0.15 %

Quoted prices in active markets for identical assets or liabilities.

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets

that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full

term of the related assets or liabilities.

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

or liabilities.

The Company’s derivative liabilities have been valued as Level 3 instruments.

We value the derivative liability

using a lattice model, with a volatility of 56 % and using a risk free interest rate of 0.15 %

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

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in additional paid-in capital and distributions to stockholders.

from fair value or equity method to consolidation

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

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

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

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

purchase date by JHJ;

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

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

two shareholders of Shuya have large supply relationships.

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

the voting interest model.

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

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

Under this method, the investor (“JHJ”)

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

also reflected in the accounts of the investee.

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

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

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

with ASC 323.

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

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

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

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

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

of the three parties in Shuya.

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

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

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

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

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

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

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

disproportionately few voting rights.

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

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

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

significantly affect the VIE’s economic performance;

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

that could potentially be significant to the VIE.

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

the Company consolidates Shuya effective on January 1, 2023.

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

referred to as ASC, 805, Business Combinations.

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

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

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

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

of the combined company.

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

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

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

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

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

All intangible assets

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

Determining the fair value of assets acquired and liabilities

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

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

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

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

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

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

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

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED

Fair value of non-controlling interests

Fair value of previously held equity investment

Recognized value of 100% of identifiable net assets

( 1,207,047 )

Goodwill Recognized

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

Cash and cash equivalents

Trade and other receivables

Advanced deposit

Net fixed assets

Trade and other payables

( 1,021,897 )

Advanced payments

Salaries and wages payables

Other receivable

Total identifiable net assets

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

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

Therefore, the Company should provide pro forma information

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

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

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

under the CAA.

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

The Company analyzed

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

the execution of the Termination Agreement.

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

on or after January 1, 2024.

(Loss) per Common Share

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

At September 30, 2025, we had

outstanding common shares of 4,663,552 .

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

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

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

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

Fully diluted weighted average common

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

were considered anti-dilutive.

At March 31, 2026, we had outstanding

common shares of 12,166,106 .

Basic Weighted average common shares and equivalents for the three months ended March 31, 2026, and March

31, 2025 were 11,613,409 and 3,107,559 respectively.

As of March 31, 2026, we had convertible notes, convertible into approximately of

additional common shares and outstanding warrants of 1,658,138 shares.

Fully diluted weighted average common shares and equivalents were

withheld from the calculation for the three months ended March 31, 2026, and March 31, 2025 as they were considered anti-dilutive.

and Development

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

had no amounts of research and development (R&D) expense during the three months ended March 31, 2026, and March 31, 2025.

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

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OF FINANCIAL DATA

For the nine months ended September 30,

2025 (Restated)

For the three months ended March 31,

2025 (Restated)

Manufacturing and Engineering

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$ ( 660,007 )

September 30, 2025

March 31, 2026

December 31, 2025

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Waste to Energy

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

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

For the nine months ended September 30,

United States

China include discontinued operation:

Other international

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

123R, “Share-Based Payment” (SFAS No.

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

25, “Accounting

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

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

This Statement requires an entity to measure

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

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

Under this standard, the

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

We use the Black-Scholes

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

The Black-Scholes model meets

the requirements of SFAS No.

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

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

The Black-Scholes model valuation

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

expected dividends.

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

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

equal to the time until the option expires.

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

anticipate paying them in the foreseeable future.

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

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

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

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

and the expense is reduced accordingly.

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

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

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

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

We may be required to adjust any

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

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

period (usually the vesting period).

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

requisite service.

OF REVENUE BY GEOGRAPHIC AREA

the three months ended March 31,

international

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

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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 ).

FASB ASC 740 prescribes recognition threshold and measurement attributes

for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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

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 for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax

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

disclosure and transition.

At December 31, 2025 the Company did not take any tax positions that would require disclosure under FASB ASC

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

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

and the Corporation.

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

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

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

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

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

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

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

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

This note was assigned to MGW

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

We are subject to taxation in the U.S.

states of California.

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

is current on its federal and state tax returns.

February 13, 2018, the Company completed a financing transaction that resulted in a change in ownership under Section 382 of the Internal

Revenue Code.

As a result, the Company’s ability to utilize its net operating loss carryforwards (“NOLs”) is subject to annual

Management has considered these limitations in evaluating the realizability of the Company’s deferred tax assets.

Reclassification

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Issued Accounting Standards

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The standard enhances income tax disclosures by requiring

more detailed information regarding the effective tax rate reconciliation and income taxes paid.

The Company adopted ASU 2023-09 effective

January 1, 2025.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements

or related disclosures.

Standards Not Yet Adopted

November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The standard requires public business entities to provide additional

disaggregated information regarding certain expense captions presented in the income statement.

The amendments are effective for annual

reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December

The Company is currently evaluating the impact that adoption of this standard will have on its consolidated financial statements

and related disclosures.

December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270), which enhances interim financial reporting disclosures

by improving the consistency and transparency of information provided in interim financial statements.

The amendments are effective for

interim reporting periods beginning after December 15, 2025.

The Company is currently evaluating the impact of adopting this standard

on its interim financial statement disclosures.

December 2025, the FASB issued ASU No.

2025-12, Accounting Standards Codification Improvements, which includes various amendments intended

to clarify, simplify, and improve existing accounting guidance.

The Company is currently evaluating the impact of adopting this standard

and does not expect its adoption to have a material impact on its consolidated financial statements.

Stock Issuance Costs

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issuance upon closing of the respective stock placement.

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

3 – ACCOUNTS AND NOTES RECEIVABLE

During the three months ended March 31, 2026 and the year ended December 31,

2025, the Company capitalized $ 0 and $ 104,744 , respectively, of deferred stock issuance costs.

3 – ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE

September 30, 2025

March 31, 2026

December 31, 2025

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Accounts Receivable Related Party

Less reserve for uncollectable accounts

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

SCHEDULE OF LEASE RECEIVABLE ASSET

September 30, 2025

March 31, 2026

December 31, 2025

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Long-term financing receivables - net

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

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

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

Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of March 31, 2026 any collection

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

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

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

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

4 – INVENTORIES, NET

4 – INVENTORIES

by major classification were comprised of the following at:

SCHEDULE OF INVENTORIES

September 30, 2025

March 31, 2026

December 31, 2025

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SCHEDULE OF PROPERTY AND EQUIPMENT

September 30, 2025

March 31, 2026

December 31, 2025

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Accumulated Depreciation

( 1,431,830 )

Net Fixed Assets

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

Net Property and equipment

Depreciation Expense for the three months ended March 31, 2026, and 2025 was $ 3,692 and $ 2,046 respectively.

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

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SCHEDULE OF INTANGIBLE ASSETS

September 30, 2025

March 31, 2026

December 31, 2025

LWL Intangibles

Accumulated Amortization

Net Intangible Assets

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

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

Amortization Expense for the three months ended March 31, 2026, and 2025 was $ 2,969 and $ 2,046 respectively.

of both March 31, 2026, and December 31, 2025, goodwill amounted to $ 747,976 and $ 747,976 .

The Company classifies goodwill as having

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

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

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

a foreseeable end date.

The Company conducts an annual review to assess whether this classification remains appropriate, including evaluating

the investment’s ability to generate cash flows and the continued support of the investment’s carrying value.

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

The License is considered

to have an infinite life, The Company estimates the useful

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

of the agreement.

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

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

Patents are classified

as having a finite life and are amortized over their expected useful life, typically based on the legal protection period, which is generally

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.

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 as of March 31, 2026, and December 31, 2025.

The License is considered to have a definite

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

Patents balance, after amortization, was $ 68,065 as of March 31, 2026, and $ 71,034 as of December 31, 2025.

Patents are classified as

having a finite life and are amortized over their expected useful life, typically based on the legal protection period, which is generally

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

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

Acquisition - Based on the foregoing analysis of the facts surrounding the Company’s acquisition of LWL, it is the Company’s

position that the Company is the acquirer of LWL, under the acquisition method of accounting.

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

and the liabilities assumed in the Business combination.

following table presents the purchase price allocation:

SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE ALLOCATION

Consideration:

Cash and cash equivalents

Total purchaser consideration

Assets acquired:

Cash and cash equivalents

Other receivable

Trading Contracts

Shenzhen Gas Relationship

Total assets acquired

Liabilities assumed:

Advance Receipts

Taxes Payable

Net Assets Acquired:

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

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

The performance contingencies were not met.

Since the performance metrics

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

7 – CONVERTIBLE NOTE RECEIVABLE

January 10, 2022, JHJ (“note holder”) entered a convertible note agreement with Chengdu Rongjun Enterprise Consulting Co.,

Ltd (“Rongjun” or “the borrower”) with maturity on January 10, 2025 and extended to January 10, 2027 .

convertible note, JHJ lent RMB 5,000,000 ($ 0.7 million) to Rongjun with annual interest rate of 12 %, calculated from the Issuance Date

until all outstanding interest and principal is paid in full.

The Borrower may pre-pay principal or interest on this Note at any time

prior to the maturity date, without penalty.

JHJ has the right to convert this note directly or indirectly into shares or equity interest

of Heze Hongyuan Natural Gas Co., Ltd (“Heze”) equal to 15 % of Heze’s outstanding Equity Interest.

Rongjun owns 90 %

During the year end December 31, 2024, JHJ recorded $ 57,800 interest income accrued from 2022 from this note, the accrual of

interest income ceased in October 2022.

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

amount of the convertible note.

7 – LOANS RECEIVABLE AND CONVERTIBLE NOTES RECEIVABLE

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.

As of December 31, 2025 and

March 31, 2026, JHJ recorded $ 60,011 accrued interest from 2022 from this note, the accrual of interest income ceased in October 2022.

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

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.

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.

Based on 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.

January 12, 2026, the Company entered into a Note Purchase Agreement with Filled Converge Limited and Li Xiaoguang to acquire a HK$ 11,700,000

portion of a convertible bond issued by China Ruifeng Renewable Energy Holdings Limited.

The purchase consideration consisted of approximately

US$ 700,000 (or its Hong Kong dollar equivalent) and 1,932,000 shares of the Company’s common stock.

The Company subsequently satisfied

the remaining US$ 200,000 purchase obligation through the issuance of a promissory note.

Company also holds a convertible note receivable from Filled Converge Limited with an aggregate principal balance of approximately $ 1.5

The note bears interest at 20 % per annum, with interest recognized using the effective interest method.

During the three months

ended March 31, 2026, the Company recognized approximately $ 64,110 of interest income related to the convertible note, which is included

in Other Income in the accompanying condensed consolidated statements of operations.

convertible note receivable is measured at fair value on a recurring basis.

As of March 31, 2026, the estimated fair value of the convertible

note was approximately $ 1.94 million, resulting in an unrealized fair value adjustment of approximately $ 435,000 , which is also included

in Other Income in the accompanying condensed consolidated statements of operations.

The fair value was determined using an independent

valuation utilizing significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy under

outstanding balance of the convertible note as of March 31, 2026 is $ 2,003,455 which includes $ 64,110 of accrued interest, recognized

as Other income in the Statement of Operations and Comprehensive gain (loss).

8 – ACCRUED EXPENSES

OF ACCRUED EXPENSES

September 30, 2025

March 31, 2026

December 31, 2025

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Total accrued expenses

9 – WARRANT LIABILITY

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

(the “Investor”),

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

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

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

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

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

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

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

As of March 31, 2026, the fair

value of the warrant liability was remeasured to $ 23,573 .

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

of $ 3,099 for the three months ended March 31, 2026, respectively.

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

For the three months ended

March 31, 2026

For the three months ended

March 31, 2025

Fair value-beginning of period

Change in fair value

Fair value-end of period

10 – LINE OF CREDIT AND NOTES PAYABLE

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

As of September 30, 2025, the outstanding balance was $ 600,637

As of March 31, 2026, the outstanding balance was $ 623,641

compared to $ 614,575 at December 31, 2025.

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As a result, CETY has agreed

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

to remit a minimum monthly payment of $ 25,000 by the final calendar day of each month, The Company has not made the required monthly

payments and is currently in default under the terms of the agreement.

the year 2024, 2025, and quarter ended March 31, 2026, the Company entered into several “sale of future receipts” / merchant

cash-advance arrangements with Reliance Financial FL LLC, as well as a subordinated business loan with Agile Lending, LLC and a purchase

order financing facility with Nations Interbanc.

Although certain Reliance contracts are legally structured as non-recourse “sales”

of future business receipts, management concluded that these arrangements do not involve the transfer of discrete existing financial

assets that would qualify for derecognition under ASC 860.

Instead, the Company continues to generate and collect its operating cash

receipts and remits amounts to the lenders until the contractual repayment amounts have been satisfied.

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

ASC 470 and ASC 835.

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

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

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

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

as a direct deduction from the related liabilities.

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

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

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

was due to Reliance, amortizing and to be repaid over approximately 32 weeks, and as of March 31, 2026 and December 31,2025, 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, 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 March 31, 2026, and December 31,2025, the balance

on the loans was approximately $ 0 and $ 0 , respectively.

January 10, 2025, May 22, 2025 the Company borrowed approximately $ 135,000 , and $ 35,150 , respectively, from Agile Capital Funding, LLC

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

Under the loan agreements, approximately $ 202,365 , and $ 55,463 , respectively,

was due to Agile, amortizing and to be repaid over approximately 32 weeks, as of March 31, 2026, and December 31,2025, the balance on

the loans was $ 0 , and $ 0 , respectively.

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

cash advance loan.

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

32 weeks, and as of March 31, 2026, and December 31,2025, the principal balance was 15,875 and 21,874 and the interest balance was $ 7,922 ,

and 21,784 , respectively.

or about November 6, 2025, and December 31, 2025, the Company borrowed approximately $ 210,000 , , from Reliance (“Reliance”)

pursuant to short-term cash advance loans.

Under the loan agreements, approximately $ 210,000 was due to Reliance, amortizing and to be

repaid over approximately 32 weeks, as of March 31, 2026, and December 31, 2025 the principal balance on the loans were approximately

$ 64,256 and $ 112,500 , respectively and the interest balance of the loan was $ 25,714 , and $ 45,000 , respectively.

or about December 31, 2025, the Company borrowed approximately $ 105,000 , from Reliance (“Reliance”) pursuant to short-term

cash advance loans.

Under the loan agreements, approximately $ 105,000 , respectively, was due to Reliance, amortizing and to be repaid

over approximately 32 weeks, as of March 31, 2026, and December 31, 2025 the principal balance on the loans were approximately $ 40,625

in principal and $ 75,0000 , respectively and the interest balance of the loan was $ 16,250 , and $ 30,000 , respectively.

Notes Payable, Net

May 6, 2022, we entered into a Securities Purchase Agreement with Mast Hill, L.P.

(“Mast Hill”) pursuant to which the Company

issued to Mast Hill a $ 750,000 Convertible Promissory Note, due May 6, 2023 for a purchase price of $ 675,000.00 plus an original issue

discount in the amount of $ 75,000 , and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled to purchase 15,625

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

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

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

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

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

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

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

The Securities Purchase Agreement provides customary representations,

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

Mast Hill converted their

warrant on April 18, 2023.

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

of September 30, 2025, was $ 0 .

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

$ 123,000 Convertible Promissory Note, due December 26, 2023 for a purchase price of $ 110,700 plus an original issue discount in the amount

of $ 12,300 and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled to purchase 2,562 shares of common stock

per the warrant agreement at the exercise price of $ 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.

The principal balance and accrued

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

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

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

$ 187,000 Convertible Promissory Note, due January 19, 2024 for a purchase price of $ 168,300 plus an original issue discount in the amount

of $ 18,700 and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled to purchase 3,896 shares of common stock

per the warrant agreement at the exercise price of $ 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.

The principal balance and accrued

interest of this note as of November 8, 2023 was $ 209,517 .

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

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

Convertible Promissory Note, due March 8, 2024 , for a purchase price of $ 660,600 plus an original issue discount in the amount of $ 73,400

and an interest rate of fifteen percent ( 15 %) per annum.

Mast Hill Fund is entitled to purchase 24,467 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.

The principal balance and accrued interest

balance of this as of November 8, 2023 was $ 807,601 .

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

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

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

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

The principal and

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

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

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

The per share conversion price into which principal amount

and accrued interest may be converted into shares of Common Stock equals $ 6.00 , subject to adjustment as provided in the Note.

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

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

The Note contains customary

representations, warranties and covenants of the Company.

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

2023 was $ 581,363 .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

of $ 28,760 .

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

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

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

This note is convertible, but not until a contingent

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

The balance of this note was paid off as

of December 31, 2024.

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

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

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

of $ 15,021 .

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

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

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

This note is convertible, but not until a contingent

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

The balance of this note as of December 31,

2024 was $ 0 .

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

interest rate of 22% per annum .

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

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

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

be converted into shares of common stock of the company.

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

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

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

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

10 unchanged sentences

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 .

as of March 31, 2026, and December

31,2025, The balance of this note was $ 0 , and $ 0 , respectively.

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

6 unchanged sentences

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 .

The note was paid off as of March 31, 2026, and

December 31,2025, the balance of this note was $ 0 , and $ 0 , respectively.

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

10 unchanged sentences

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

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

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

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

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

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

generation facility.

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

said two (2) years.

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

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

Under the Loan Agreement, the $ 12 million loan

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

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

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

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

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

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

AMEC Business Advisory Pte.

Ltd., a company incorporated in Singapore

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

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

FPM Development is in default,

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

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

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

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

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

The Company shall

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

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

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

Any amount of principal or

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

the due date thereof until the same is paid.

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

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

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

and its affiliates.

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

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

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

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

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

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

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

principal amount equal to $9,200.

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

The first payment

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

on July 30, 2025.

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

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

The Company will issue 1,000 commitment shares

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

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

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

price of $ 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.

Events of Default

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

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

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

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

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

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

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

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

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

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

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

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

The Note provides for an interest rate of eight percent (8%) per annum and the

maturity date shall be December 31, 2025.

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

interest at the rate of sixteen percent (16%) per annum from the due date thereof until the same is paid.

On the closing, Mast shall

withhold a non-accountable sum of $12,000 from the purchase price to cover Mast’s legal fees in connection with the transaction .

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

(the “Issue Date”) into common stock of the Company, par value $ 0.001 per share, at the conversion price of $ 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 September 30, 2025,

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

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

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

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

of the principal amount equal to $19,584.

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

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

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

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

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

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

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

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

events as set forth in the Note.

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

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.

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

events as set forth in the Note.

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

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

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

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

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

rate of 3.94 %, compounded monthly.

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

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

All or any part of the outstanding and unpaid amount

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

limitation of 4.99 % of Coventry and its affiliates.

The conversion price is the lower of $ 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 September 30, 2025, was $ 0 .

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

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

amount of $ 612,000 .

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

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

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

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

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

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

for an aggregate purchase price of $ 100,000 .

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

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

The Lender is entitled to convert at any time all

or any part of the outstanding and unpaid amount under the Note into Common Stock of the Company, at the conversion price of $ 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 September 30, 2025, was $ 0 .

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

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

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

24 months from the date of the Equity Line of Credit Agreement (the “Commitment Period”), to issue a notice to the Investor

(each a “Put Notice”) which shall specify the amount of registered and freely tradable shares of Common Stock of the Company,

par value $ 0.001 per share (the “Put Shares”), that the Company elects to sell to the Investor (each a “Put”),

up to an aggregate amount equal to the Maximum Commitment Amount.

The purchase price per Put Share shall mean 95% of the lowest traded

price of the Company’s Common Stock on any trading day during the pricing period, and the pricing period for each Put will be the

3 trading days immediately after receipt of the Put Shares by the Investor.

Each Put Notice shall direct the Investor to purchase Put

Shares (i) in a minimum amount not less than $5,000 and (ii) in a maximum amount up to $250,000, provide further that the number of Put

Shares in each respective Put shall not exceed 20% of the average trading volume of the Company’s Common Stock during the 5 trading

days immediately preceding the date of the Put Notice.

There shall be a 1 trading day period between the receipt of the Put Shares and

the next Put Notice, subject to acceleration upon a “Volume Event” where the trading volume of the Company’s Common

Stock on a trading day exceeds 300% of the total Put Shares of the immediately prior Put Notice .

The Company agreed to issue 3,333 shares

of Common Stock to the Investor as the “commitment fee” for the Equity Line of Credit Agreement.

In addition, the Company

issued a purchase warrant to the Investor on December 5, 2024, pursuant to which the Investor is entitled to purchase from the Company

33,333 Warrant Shares during the period commencing on the issuance date of the Warrant and ending on 5:00 p.m.

eastern standard time

on the two-year anniversary thereof, at an initial exercise price of $ 2.00 per share, subject to customary anti-dilution adjustments

and a beneficial ownership limitation of 4.99 % of the Investor and its affiliates.

The Company further agreed that if it issues shares

of Common Stock for a consideration per share (or grants options with an exercise price or issues convertible securities with a conversion

price) less than a price equal to the exercise price in effect immediately prior to such issuance, then the exercise price of the Warrant

shall be reduced to an amount equal to that consideration per share (or exercise price or conversion price).

December 11, 2024, the Company and Mast Hill entered into an amendment to that certain promissory note originally issued by the Company

to Mast on September 10, 2024, in the original principal amount of $ 612,000 .

Pursuant to the Amendment, Mast shall pay the purchase price

of an additional $ 50,000 on or before December 12, 2024, and the principal balance of the Mast Note shall be increased by $ 60,000 on

the date that the Company received the funding from Mast.

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

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

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

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

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

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

A one-time interest charge of fifteen percent ( 15 %) of the principal amount,

equal to $ 14,058 , is applied to the principal amount on the issuance date of the Note.

The Company shall make six (6) repayments to Diagonal

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

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

of the Company, par value $ 0.001 per share, at the conversion price of $ 1.00 per share, subject to anti-dilution adjustments and a beneficial

ownership limitation of 4.99 % of Diagonal and its affiliates.

Events of Default include failure to pay principal or interest, bankruptcy

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

The balance of this note as of September 30,

2025, was $ 0 .

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

were paid from the gross purchase price, Mast Hill was paid

as payment in full of that certain promissory note issued by

the Company to Mast Hill on or about September 10, 2024, and subsequently amended on or about December 11, 2024, and the Company receiving

net funding of $ 308,051 ,

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

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

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

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

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

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

reverse stock split) , or (ii) 90% of the lowest dollar volume-weighted average price (during the period from 9:30 a.m.

to 4 pm ET) on

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

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

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

excess of 4.99 %

of the Company’s issued and outstanding common stock.

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

from the conversion amount in each note conversion to cover

the holder’s fees associated with the conversion.

The warrants have a 5-year term, are exercisable on a cashless basis, and have

an exercise price of $ 2.50 ,

subject to adjustment as provided in the warrants.

The balance of the note as of September 30, 2025, was $ 416,452

with accrued interest of $ 102,026 ,

net with unamortized OID of $ 47,770

and unamortized discount from initial recognition of derivative

liability of $ 241,823 .

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

Based on the requirements of ASC 815 Derivatives

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

derivative liability.

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

conversion event and reporting period.

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

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

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

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

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

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

conversions for the convertible note with principal and accrued

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

resulting in a gain of $ 577,687

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

in fair value of the derivative liability.

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

the following assumptions:

exercise prices of $ 3.47 ,

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

an expected dividend yield of 0 %,

expected volatility of 98 %,

risk-free interest rate of 4.18 %,

and an expected term of 0.29

In addition, the Company recorded $ 609,632

interest expense for amortization of debt discount from the

initial recognition of derivative liability.

February 28, 2025, the Company, entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and

Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $ 620,000 , and (ii) warrants to purchase

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

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

interest guaranteed and earned in full as of issuance of the note), and is secured by a junior security interest (subordinate to the

Company’s senior secured lender, Nations Interbanc) in all of the assets of the Company.

The note is convertible into shares of

the Company’s common stock at the election of the holder at a conversion price equal to the lesser of (i) $ 2.50 /share(before reverse

stock split) , or (ii) 90% of the lowest dollar volume-weighted average price (during the period from 9:30 a.m.

to 4 pm ET) on any trading

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

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

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

of the Company’s issued and outstanding common stock.

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

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

The warrants have a 5-year

term, are exercisable on a cashless basis, and have an exercise price of $ 2.50 , subject to adjustment as provided in the warrants.

balance of the note as of September 30, 2025, was $ 495,490 with accrued interest of $ 39,408 , net with unamortized OID of $ 25,833 and

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

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

Based on the requirements of ASC 815 Derivatives

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

derivative liability.

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

conversion event and reporting period.

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

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

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

the initial conversion prices of $ 6.60 , the closing stock price of the Company’s common stock on the date of valuation of $ 5.87 ,

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

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

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

resulting in a gain of $ 143,048

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

in fair value of the derivative liability.

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

the following assumptions:

exercise prices of $ 3.47 ,

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

an expected dividend yield of 0 %,

expected volatility of 98 %,

risk-free interest rate of 4.13 %,

and an expected term of 0.41

In addition, the Company recorded $ 146,434

interest expense for amortization of debt discount from the

initial recognition of derivative liability.

note was paid off as of January 27, 2025, and balance of this note as of as of March 31, 2026, and December 31,2025, the balance of this

note was $ 0 , and $ 0 , respectively.

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

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holder’s fees associated with the conversion.

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

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

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

Based on the requirements of ASC 815 Derivatives

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

derivative liability.

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

conversion event and reporting period.

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

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

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

the initial conversion prices of $ 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 .

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

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

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

The derivative liabilities

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

exercise prices of $ 3.31 , the closing stock

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

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

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

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

The balance of the note as of March 31, 2026, was $ 0 with accrued interest of $ 0 ,

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

the twelve months ended December 31, 2025 and quarter ended March 31, 2026 , there was $ 470,028 conversion for the convertible note with

principal, fees and accrued interest.

April 23, 2025, the Company entered into a securities purchase agreement with Pacific Pier, pursuant to which the Company sold, and Pacific

13 unchanged sentences

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

The balance of the note as of September 30,

2025, was $ 310,333 with accrued interest of $ 13,887 , net with unamortized OID of $ 14,933 and unamortized discount from initial recognition

of derivative liability of $ 58,734 .

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

in an initial liability of $ 105,606 .

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

model with the following assumptions:

the initial conversion prices of $ 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 .

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

30, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 51,775 resulting in a gain of $ 53,831 for

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

The derivative liabilities were

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

exercise prices of $ 3.31 , the closing stock price

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

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

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

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

The balance of the note as of March 31, 2026,

and December 31, 2025 was $ 216,000 and $ 384,000 respectively with accrued interest of $ 36,457 , and $ 23,566 respectively net with unamortized

OID of $ 15,374 .

the twelve months ended December 31, 2025 and quarter ended March 31, 2026, there was 171,500 conversion for the convertible note with

principal, fees and accrued interest.

This note was transferred to Noblebear Investment as of February 19, 2026.

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

16 unchanged sentences

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

The balance of the note as of September 30, 2025, was $ 61,597 , with accrued interest of $ 7,312 , net with unamortized OID of $ 11,520 .

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

(“Lucas Ventures”), pursuant to which the Company sold, and Lucas Ventures purchased, (i) a convertible promissory note in

the original principal amount of $ 109,500 , and (ii) 2,667 shares of Company common stock (the “Shares”) for a purchase price

of $ 104,000 .

On May 19, 2025, the purchase price was paid by Lucas Ventures to the Company, and the note and shares were issued to Lucas

The note matures on August 15, 2025, accrues interest of 8 % per annum, and is convertible into shares of the Company’s

common stock at the election of the holder, at or following 90 days after note funding, at a conversion price of $ 0.50 (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 September 30, 2025, the Company repaid this

note in full.

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

The balance of the note as of March 31, 2026, and December 31, 2025 was $ 0 , and $ 29,247 , with accrued interest of $ 0 and $ 2,925 , respectively.

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

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

and (ii) 3,333

shares of Company common stock, for an aggregate purchase price

of $ 301,500 .

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

were paid from the gross purchase price, the Company received

net funding of $ 296,500 ,

and the note and shares were issued to Mast Hill.

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

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

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

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

the lesser of (i) $ 2.50 /share(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 September 30, 2025, was $ 223,184 , with the accrued interest of $ 10,922 ,

net with unamortized OID of $ 22,333

and unamortized discount from initial recognition of derivative

liability of $ 89,483 .

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

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

the initial conversion prices of $ 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

expected volatility of 98 %,

risk-free interest rate ranging of 4.12 %,

and an expected term of one

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

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

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

The derivative liabilities were

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

exercise prices of $ 3.31 , the closing stock price

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

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

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

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

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 March 31, 2026, and December 31, 2025, was $ 0 and $ 0 , with the accrued interest of

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

the year ended December 31, 2025, there was $ 352,014 conversion for the convertible note with principal and accrued interest.

31, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 0 resulting in a gain of $ 0 for the period

ended March 31, 2025, related to the change in fair value of the derivative liability.

July 18, 2025, the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund LLC (“Firstfire”),

pursuant to which the Company sold, and Firstfire purchased, (i) a junior secured convertible promissory note in the principal amount

of $ 201,250 ,

and (ii) 8,333

shares of Company common stock, for an aggregate purchase price

of $ 175,000 .

The transaction closed on July 18, 2025, and on such date pursuant to the securities purchase agreement, Firstfire’s legal expenses

were paid from the gross purchase price, the Company received

net funding of $ 169,500 ,

and the note and shares were issued to Firstfire.

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

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

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

The balance of the note as of September 30, 2025, was $ 83,572

with accrued interest of $ 18,113 ,

net with unamortized OID of $ 20,781

and unamortized discount from initial recognition of derivative

liability of $ 76,772 .

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

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

the initial conversion prices of $ 2.58 ,

the closing stock price of the Company’s common stock on the date of valuation of $ 3.51 ,

an expected dividend yield of 0 %,

expected volatility of 95 %,

risk-free interest rate ranging of 4.08 %,

and an expected term of one

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

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

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

The derivative liabilities

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

exercise prices of $ 3.12 , the closing stock

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

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

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

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

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 March 31, 2026, and December 31, 2025

was $ 0 and $ 87,412 with accrued interest of $ 0 and $ 12,075 , net with unamortized OID of $ 0 and $ 33,258 .

the quarter ended March 31, 2026, FirstFire converted 132,825 of principal and interest and interest on January 20, 2026.

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

13 unchanged sentences

with the conversion.

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

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

The Company valued the conversion feature of the convertible note

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

Upon issuance, the Company valued the conversion feature using

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

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

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

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

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

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

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

The derivative liabilities

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

exercise prices of $ 3.12 , the closing stock

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

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

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

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

The balance of the note as of March 31, 2026, and December 31, 2025 was $ 37,982 , and $ 61,598 with the accrued interest

of $ 6,578 , and $ 10,963 , respectively, net with unamortized OID of $ 13,440 .

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

16 unchanged sentences

with the conversion.

The balance of the note as of September 30, 2025, was $ 206,745 with accrued interest of $ 4,581 , net with unamortized

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

The Company valued the conversion

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

Upon issuance, the Company valued

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

the initial conversion prices of

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

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

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

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

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

The derivative liabilities were

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

exercise prices of $ 3.47 , the closing stock price

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

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

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

of debt discount from the initial recognition of derivative liability.

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

The balance of the note as March 31, 2026, and December 31, 2025, was $ 388,000 and $ 388,000 respectively with accrued

interest of $ 26,530 and $ 19,604 , respectively and net with unamortized OID of $ 52,151 .

This note was transferred to Noblebear as of February

or about March 4, 2026, the Company entered into a securities purchase agreement (the “1800 SPA”) 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 $ 147,840 (the “1800 Note”) for a purchase price of $ 132,000 (the

“Transaction”).

Transaction was funded by 1800 Diagonal and closed on March 4, 2026, and pursuant to the 1800 SPA, 1800 Diagonal’s legal expenses

of $ 2,500 were paid from the gross purchase price, $ 4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received

net funding of $ 125,000 , and the 1800 Note was issued to 1800 Diagonal.

1800 SPA includes customary representations, warranties and covenants by the Company and customary closing conditions.

The 1800 SPA requires

that the proceeds from the Transaction be used for general working capital purposes.

The 1800 Note matures on December 15, 2026 , accrues

a one-time interest charge of 12 % on the issuance date, shall be paid in 9 monthly payments in the amount of $ 18,397.78 beginning on

April 15, 2026, and continuing on the 15th of each month thereafter, and is convertible following default into shares of the Company’s

common stock at the election of the holder at a conversion price equal to 85% of the lowest closing bid price during the 10 trading days

prior to the conversion date;

provided, however, that the holder may not convert the 1800 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) if 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) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained.

Additionally, the holder of the 1800 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.

Any amount of principal or interest not paid when due bears default interest at a

rate of 22 % per annum.

The balance of this note as of March 31, 2026 was $ 147,840 in principal and $ 17,740 in interest.

or about March 6, 2026, in consideration of (i) $ 604,469 in funding previously advanced to the Company by Mega Sincere Holdings Limited

(“Mega”), a company organized under the laws of the British Virgin Islands, the Company entered into securities purchase

agreements with Mega (the “Mega SPA’s”) and issued Mega convertible promissory note in the principal amounts of $ 664,916 ,

(the “Mega Notes”).

Mega SPAs include customary representations, warranties and covenants by the Company.

The Mega Note accrues interest at 10 % per annum,

and is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to $ 0.646

(subject to adjustment if the Company issues shares at a lower price), provided, however, that a holder may not convert Mega 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 9.99 % of the Company’s issued and outstanding common stock, or (ii) if conversion would result in more than 1,216,600

or 19.99 % of the shares of Company common stock being issued per Rule 5635(d) when the shareholder approval required by Nasdaq Rule 5635(d)

has not been obtained.

Additionally, the holders of each of the Mega Note are entitled to deduct $ 1,750 from the conversion amount in

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

balance to Mega Note as of March 31, 2026 respectively was $ 664,916 in principal and $ 6,831 in interest.

or about March 6, 2026, in consideration of $ 600,000 in funding previously advanced to the Company by Noblebear Investment Holdings LLC

(“Noblebear”), a company organized under the laws of the California and controlled by a Company shareholder and related party,

the Company entered into securities purchase agreements with Mega and Noblebear (“ Noblebear SPA”) and issued Noblebear convertible

promissory notes in the principal amounts of $ 660,000 (the “Noblebear Note”).

Noblebear SPA include customary representations, warranties and covenants by the Company.

The Noblebear Notes accrues interest at 10 %

per annum, and is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal

to $ 0.646 (subject to adjustment if the Company issues shares at a lower price), provided, however, that a holder may not convert Noblebear

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 9.99 % of the Company’s issued and outstanding common stock, or (ii) if conversion would result in more than 1,216,600

or 19.99 % of the shares of Company common stock being issued per Rule 5635(d) when the shareholder approval required by Nasdaq Rule 5635(d)

has not been obtained.

balance to Noblebear as of March 31, 2026 was $ 660,000 in principal and $ 6,831 in interest.

following is the change in derivative liability for the three Months ended March 31, 2026:

SCHEDULE OF CHANGES IN DERIVATIVE LIABILITY

Balance, January 1, 2026

Issuance of new Convertible notes

Change in fair market value of derivative liability

Balance, March 31, 2026

following is the change in derivative liability for the twelve Months ended December 31, 2025:

Balance, January 1, 2025

Issuance of new derivative liability

Change in fair market value of derivative liability

Balance, September 30, 2025

Balance, December 31, 2025

due to Convertible Notes

OF CONVERTIBLE NOTES

September 30, 2025

March 31, 2026

December 31, 2025

Total convertible notes

Outstanding principal amount

Accrued interest

Debt discount

( 1,490,443 )

( 1,068,067 )

Amortization of debt discount

Value Measurements

Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, accrued liabilities, notes payable,

and derivative liabilities.

The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate

fair value due to their short-term maturities.

The Company measures certain financial liabilities at fair value on a recurring basis.

Derivative liabilities associated with certain convertible debt are measured at fair value using Level 3 inputs within the fair value

hierarchy because the valuation models utilize significant unobservable inputs.

following table presents the Company’s liabilities measured at fair value on a recurring basis:

OF FAIR VALUE ON RECURRING BASIS

Derivative liabilities

following table presents the changes in the Company’s Level 3 derivative liabilities for the three months ended March 31, 2026:

OF DERIVATIVE LIABILITIES

Balance, beginning of period

Issuance of derivative liabilities

Change in fair value recognized in earnings

Balance, end of period

fair values of the derivative liabilities were determined using Monte Carlo simulation and Black-Scholes option pricing models, as applicable.

Significant unobservable inputs used in the valuation models included the following:

OF DERIVATIVE LIABILITIES UNOBSERVABLE INPUTS USED IN THE VALUATION MODELS

Significant Unobservable Inputs

March 31, 2026

Valuation methodology

Monte Carlo Simulation and Black-Scholes Option Pricing Model

$ 0.0018 – $ 0.9170

Expected dividend yield

Expected stock price volatility

230.5 % – 250.4 %

Risk-free interest rate

Expected term

0.48 – 1.04 years

in the fair value of derivative liabilities are recognized in the condensed consolidated statements of operations as a component of other

income (expense).

11 – COMMITMENTS AND CONTINGENCIES

Rental Leases

ASU 2016-02 “Leases (Topic 842)” – In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize

almost all leases on their balance sheet as a right-of-use asset and a lease liability.

For income statement purposes, the FASB retained

a dual model, requiring leases to be classified as either operating or finance.

Classification will be based on criteria that are largely

similar to those applied in current lease accounting, but without explicit bright lines.

Lessor accounting is similar to the current

model but has been updated to align with certain changes to the lessee model and the new revenue recognition standard.

This ASU is effective

for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

We have adopted the above ASU

as of January 1, 2019.

The right of use asset and lease liability have been recorded at the present value of the future minimum lease

payments, utilizing an average borrowing rate and the company is utilizing the transition relief and “running off” on current

of May 1, 2017, our corporate headquarters were located at 2990 Redhill Unit A, Costa Mesa, CA.

On March 10, 2017, the Company signed

a lease agreement for an 18,200 -square foot CTU Industrial Building.

Lease term is seven years and two months beginning July 1, 2017.

This lease ended as of November 30, 2023.

In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite

term that may be terminated by either party with a 60-day notice for 1,000 Euro per month.

Due to the short termination clause, we are

treating this as a month-to-month lease .

This lease ended as of December 31, 2023.

have relocated our corporate office to 1340 Reynolds Avenue Unit 120, Irvine, CA 92614.

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

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

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

The lease is for the period from July 1, 2025 through June 30, 2028 with monthly rent of $ 9,577 , with an annual increase of 4 %

starting from the second year of the lease.

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

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OF OPERATING LEASE COST

Right-of-used

liabilities – current

liabilities – non-current

lease liabilities

March 31, 2026

December 31, 2025

Right-of-used assets

Lease liabilities – current

Lease liabilities – non-current

Total lease liabilities

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

average remaining lease term (years)

average discount rate

three Months Ended

March 31, 2026

Weighted average remaining lease term (years)

Weighted average discount rate

3.5 %– 10.0 %

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

following is a schedule, by year of lease payment for above three leases as of March 31, 2026:

SCHEDULE OF LEASE PAYMENT

the 12 months ending

undiscounted cash flows

value of lease liabilities

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

For the 12 months ending

Lease Payment

March 31, 2027

March 31, 2028

March 31,2029

Total undiscounted cash flows

Imputed Interest

Present value of lease liabilities

lease expense for the three months ended March 31, 2026, and 2025 was $ 40,512 and $ 44,850 respectively.

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

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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 13,333,333 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 1,000 authorized shares.

June 30, 2017, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 26,667 and

in the number of our authorized preferred shares to 666,667 .

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 13,333,333 .

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 133,333,333 .

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.

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

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

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

The Reverse Stock Split became

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

The par value per share of $ 0.001

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

All share and per-share information presented

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

Stock Transactions

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

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

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

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

March 23, 2023 we sold 65,000 shares of our common stock in an underwritten offering to R.F.

Lafferty & CO and Phillip US.

public offering price per share is $ 4.00 per share.

Net proceeds from this offering was $ 3,094,552 .

the second quarter of 2023, the Company issued 2,667 shares to a consultant at fair value of $ 72,000 .

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

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

stock in connections with the transactions.

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

Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on September 16, 2022.

exercise price is $ 1.60 per share.

The total purchase price was $ 150,000 .

May 10, 2023 Mast Hill exercised the right to purchase 3,896 of the Warrant Shares of Clean Energy Technologies, Inc., because of the

Common Stock Purchase Warrant Shares issued on January 19, 2023.

The exercise price is $ 1.60 per share.

The total purchase price was

June 14, 2023 Mast Hill exercised the right to purchase 2,563 of the Warrant Shares of Clean Energy Technologies, Inc., because of the

Common Stock Purchase Warrant issued on December 26, 2022.

The exercise price is $ 1.60 per share.

The total purchase price was $ 61,501 .

June 23, 2023 Mast Hill exercised the right to purchase 1,979 of the Warrant Shares of Clean Energy Technologies, Inc., because of the

Common Stock Purchase Warrant issued on November 21, 2022.

The exercise price is $ 1.60 per share.

The total purchase price was $ 47,501 .

September 12, 2023 Mast Hill exercised the right to purchase 1,979 of the shares of Warrant Shares of Clean Energy Technologies, Inc.,

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

The exercise price is $ 1.60 per share.

The total purchase price

was $ 47,501 .

September 13, 2023 Mast Hill exercised the right to purchase 12,233 of the shares of Warrant Shares of Clean Energy Technologies, Inc.,

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

The exercise price is $ 1.60 per share.

The total purchase price

was $ 293,600 .

October 27, 2023 Mast Hill exercised the right to purchase 12,233 of Warrant Shares of Clean Energy Technologies, Inc., because of the

Common Stock Purchase Warrant issued on March 08, 2022.

The exercise price is $ 1.60 per share.

The total purchase price was $ 293,600 .

January 3, 2024, the Company entered into a securities purchase agreement with FirstFire, As a condition to the sale of the Note, the

Company issued to the Buyer 667 shares of Common Stock.

February 2, 2024, the Company entered into a securities purchase agreement (the “Agreement”) with Coventry Enterprises LLC,

a Delaware limited liability company (the “Buyer”).

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

1,333 shares of Common Stock.

February 24, 2024, the Company entered into a consulting agreement with Hudson Global Ventures, LLC.

As a condition to the agreement,

the Company issued 1,000 shares of Common Stock to the consultant.

March 4, 2024, the Company entered into a securities purchase agreement with FirstFire.

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

issued to the Buyer 1,333 shares of Common Stock.

March 15, 2024, the Company and certain Subscribers entered into a subscription agreement pursuant to which the Company agreed to sell

up to 133,333 units to the Subscribers for an aggregate purchase price of $ 900,000 , or $ 0.45 per Unit, with each unit consisting of one

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

The Warrant is exercisable at exercise

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

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

approximately 80,222 units to the Subscribers for an aggregate purchase price of $ 1,083,000 , or $ 0.90 per Unit, with each unit consisting

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

The Warrant is exercisable

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

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

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

September 2, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”).

As a condition to the sale of the Note,

the Company issued to the Buyer 1,000 shares (the “Commitment Shares”) of Common Stock.

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

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

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

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

November 8, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement with Coventry

Enterprises LLC, a Delaware limited liability company (the “Buyer”).

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

issued to the Buyer 2,667 shares (the “Commitment Shares”) of Common Stock.

November 18, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with Mast Hill Fund LP, a Delaware limited liability company (the “Buyer”).

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

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

November 29, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with Lucas Ventures, LLC, a Delaware limited liability company (the “Buyer”).

As a condition to the sale of the Note, the

Company issued to the Buyer 2,667 shares (the “Commitment Shares”) of Common Stock.

December 23, 2024, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “Agreement”)

with Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”).

As a condition to the sale of the Note,

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

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

4 unchanged sentences

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

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

loan was $ 0 .

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

of December 31, 2025, the Company has issued 137,720 shares for the conversion of Series E Preferred shares, with a total value of $ 858,177

year-to-date.

5 unchanged sentences

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

16 unchanged sentences

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

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

shares of common stock to 1800 Diagonal pursuant to its conversion

in principal, interest and fees owed under the convertible

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

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

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

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

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

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

6 unchanged sentences

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

On or about July 18, 2025, pursuant to the securities purchase agreement

with First Fire dated July 18, 2025, described above, the Company issued 8,333 shares of Company common stock to First Fire.

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

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

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

6 unchanged sentences

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

On or about August 18, 2025, pursuant to the securities purchase agreement

with Mast Hill dated August 15, 2025, described above, the Company issued 10,000 shares of Company common stock to Mast Hill.

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

of $ 212,760 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.

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

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

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

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

or about October 06, 2025, the Company issued 19,100 shares of common stock to Mast Hill pursuant to its conversion of $ 50,032 in principal,

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

or about October 08, 2025, the Company issued 44,500 shares of common stock to Mast Hill pursuant to its conversion of $ 100,249 in principal,

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

or about October 10, 2025, the Company issued 45,000 shares of common stock to Mast Hill pursuant to its conversion of $ 101,376 in principal,

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

or about October 13, 2025, the Company issued 33,258 shares of common stock to Pacific Pier pursuant to its conversion of $ 74,461.47

in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about October 14, 2025, the Company issued 46,000 shares of common stock to Mast Hill pursuant to its conversion of $ 102,987 in principal,

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

or about October 16, 2025, the Company issued 161,994 shares of common stock to Mast Hill pursuant to its conversion of $ 362,679 in principal,

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

or about October 23, 2025, the Company issued 34,619 shares of common stock to Pacific Pier pursuant to its notice of conversion of $ 73,032.40

in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about November 3, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $ 190,790 in principal,

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

or about November 10, 2025, the Company issued 34,861 shares of common stock to Pacific Pier pursuant to its notice of conversion of

$ 43,715 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about November 21, 2025, the Company issued 152,000 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 150,951

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

or about November 25, 2025, the Company issued 75,132 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 72,164

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

or about November 25, 2025, the Company issued 252,884 shares of common stock to Mast Hill pursuant to its conversion of $ 242,890.02

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

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

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

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

$ 1,214,450 in principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 17, 2025.

or about December 1, 2025, the Company issued 195,867 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 188,126

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

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

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

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

$ 101,904 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about December 5, 2025, the Company issued 272,532 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 261,762

in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.

or about December 11, 2025, the Company issued 105,647 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 93,751

in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.

or about December 19, 2025, the Company issued 11,665 True-up shares of common stock to Lucas Venturew, LLC pursuant to a security purchase

agreement dated May 19, 2025,

or about December 24, 2025, the Company issued 913,842 shares of Company common stock with an investor pursuant to a subscription agreement

for $ 395,328 .

or about December 24, 2025, the Company issued 461,631 shares of Company common stock with an investor pursuant to a subscription agreement

for $ 199,702 .

or about December 29, 2025, the Company issued 194,527 shares of Company common stock with an investor pursuant to a subscription agreement

for $ 84,152 .

or about January 6, 2026, the Company issued 242,140 shares of common stock to Pacific Pier Capital II LP pursuant to its notice of conversion

of $ 104,750 in principal, interest and fees owed under the convertible promissory note issued to April 04, 2025.

or about January 16, 2026, the Company issued 131,187 shares of common stock to Mast Hill pursuant to its notice of conversion of $ 84,747

in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 22, 2025.

January 2, 2026, the Company entered into a note purchase agreement (the “Filled Purchase Agreement”) with Filled Converge

Limited and Li Xiaoguang for a purchase price consisting of US$ 700,000 (the “Cash Purchase Price”) and 1,932,000 shares of

Company common stock.

or about January 20, 2026, pursuant to the securities purchase agreement with First Fire dated July 18, 2025, described above, the Company

issued 307,038 shares of Company common stock to First Fire pursuant to its notice of conversion of $ 132,824 in principal and interest.

or about January 29, 2026, the Company issued 132,694 shares of common stock to Pacific Pier Capital II LP pursuant to its notice of

conversion of $ 86,750 in principal, interest and fees owed under the convertible promissory note issued to April 22, 2025.

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

As of September 30, 2025

As of March 31, 2026

there were 12,166,106 shares of common stock outstanding.

85 unchanged sentences

of Designations, Preferences, and Rights of Series E Convertible Preferred Stock (the “Certificate of Designation”).

Additionally,

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

summary of warrant activity for the periods is as follows:

May 6, 2022, we issued 15,625 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 750,000.00

to Mast Hill Fund at the exercise price per share of 1.60 .

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

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

price per share of Common Stock.

On December 28, 2022, Mast Hill exercised the warrant in full

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

August 5, 2022, we issued 2,894 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 138,889

to Jefferson Street at the exercise price per share of 24.00 .

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

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

price per share of Common Stock.

August 17, 2022, we issued 3,125 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 150,000

to First Fire at the exercise price per share of 1.60 .

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

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

per share of Common Stock.

On March 1, 2023 First Fire exercised the warrant in full on a cashless basis to purchase 33,114 shares of

common stock.

September 1, 2022, we issued 2,894 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 138,889

to Pacific Pier at the exercise price per share of 1.60 .

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

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

price per share of Common Stock.

On March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 2,074 shares

of common stock.

On March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 2,074 shares of common stock.

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

$ 300,000 to Mast Hill Fund at the exercise price per share of 1.60.

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

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

offering price per share of Common Stock.

On April 18, 2023 Mast Hill exercised the warrant in full at the exercise price per share of

November 10, 2022 we issued 1,979 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 300,000

to Mast Hill Fund at the exercise price per share of 1.60 .

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

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

price per share of Common Stock.

On June 23, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 1.60 .

November 21, 2022 we issued 1,979 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 95,000

to Mast Hill Fund at the exercise price per share of 1.60 .

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

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

price per share of Common Stock.

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

December 26, 2022, we issued 2,562 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 123,000

to Mast Hill Fund at the exercise price per share of 1.60 .

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

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

price per share of Common Stock.

On June 14, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 1.60 .

January 19, 2023 we issued 3,896 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 187,000

to Mast Hill Fund at the exercise price per share of $ 1.60 .

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

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

price per share of Common Stock.

On May 19, 2023 Mast Hill exercised the warrant in full at the exercise price per share of $ 1.60 .

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

2 unchanged sentences

2022 at the exercise price of $ 75.00 .

March 8, 2023 we issued 24,467 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 734,000

to Mast Hill Fund at the exercise price per share of $ 1.60 .

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

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

price per share of Common Stock.

On September 13, 2023 Mast Hill exercised 183,500 shares of the warrant at the exercise price per share

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

3 unchanged sentences

pursuant to a registration statement on Form S-1.

October 25, 2023 Mast Hill exercised the right to purchase 12,233 of the shares of Common Stock (“Warrant Shares”) of Clean

Energy Technologies, Inc., because of the Common Stock Purchase Warrant (the “Warrant”) issued on March 08, 2023.

price is $ 1.60 per share.

The total purchase price was $ 293,600 .

March 15, 2024, we issued 133,333 warrant shares in connection with the issuance of subscription agreement in the amount of $ 900,000

at the warrant exercise price of per share of $ 1.00 .

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

at the warrant exercise price of per share of $ 1.60 .

December 5, 2024, we issued 33,333 warrant shares to Mast Hill Fund in connection with the issuance of equity line of credit agreement

at the warrant exercise price of per share of $ 30.00 .

January 16, 2025, we issued 54,594 warrant shares in connection with the issuance of the promissory note in the principal amount of $ 1,637,833

to Mast Hill Fund at the exercise price per share of $ 2.50 .

The warrants were subsequently assigned to our CEO as of November 28, 2025.

February 28, 2025, we issued 20,667 warrant shares in connection with the issuance of the promissory note in the principal amount of

$ 620,000 to Mast Hill Fund at the exercise price per share of $ 37.50 .

The remaining balance is 15,394 warrant shares.

The warrants were

subsequently assigned to our CEO as of December 11, 2025.

SCHEDULE OF WARRANT ACTIVITY

Exercise price

exercisable -

Intrinsic Value

December 31, 2024

September 30, 2025

Warrants - Common Share Equivalents

Weighted Average Exercise price

Weighted Average Contractual Life (years)

Aggregate Intrinsic Value

Outstanding December 31, 2025

Outstanding March 31, 2026

currently have no outstanding stock options.

12 unchanged sentences

which have been recorded as related party revenue in the respective periods.

currently has $ 2,356,829 accounts receivable from Vermont Renewable Gas.

currently has $ 2,350,797 accounts receivable from Vermont Renewable Gas as of March 31, 2026, and December 31, 2025.

of March 31, 2026, amounts due from related parties totaled approximately $ 337,824 , consisting primarily of (i) approximately $ 159,563

due from Shuya, a former subsidiary disposed of during the fourth quarter of 2025, and (ii) $ 178,261 due from the Company’s Chief

Financial Officer as an advance of salary.

of March 31, 2026, the Company owed approximately $ 63,950 to its Chief Executive Officer for working capital advances made on behalf

of the Company.

June 21, 2024, VRG, a Vermont limited liability company in which the Company retains 49 % equity interest, entered into a loan agreement

22 unchanged sentences

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

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

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

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

shares of Company common stock at a price of $ 6.15

per share (on a split-adjusted basis), for aggregate gross

proceeds of $ 4,400,000 .

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

Mitigation LLC’s Italian operations (the “Acquisition Target”), and the Company would pay the Consultant HKD 5,000,000

as a non-refundable consulting fee, and HKD 25,000,000

as a refundable deposit for the acquisition of the Acquisition

The Consultant has rendered such acquisition services to the Company, on July 8, 2025, paid the HKD 5,000,000

consulting fee to the Consultant ($ 640,902.52 ),

and between July 10, 2025 and August 22, paid HKD 25,000,000

($ 3,204,513 )

or about July 1, 2025, Company’ subsidiary, Herbert YF Global Holding Limited (“Herbert”), entered into a Consulting

Agreement (the “Linkage Consulting Agreement”) with Linkage International Limited (the “Consultant”), a Hong

Kong company and one of the Company’s investors from the Company’s May 6, 2025, private placement (pursuant to which the

Company had sold in the aggregate 715,447 shares of Company common stock at a price of $ 6.15 per share (on a split-adjusted basis), for

aggregate gross proceeds of $ 4,400,000 ).

Pursuant to the Linkage Consulting Agreement, the Consultant would provide services in connection

with the potential acquisition of Ortus Climate Mitigation LLC’s Italian operations (the “Acquisition Target”), and

the Company would pay the Consultant (i) HKD 5,000,000 as a non-refundable consulting fee, and (ii) HKD 25,000,000 as a refundable deposit

for the acquisition of the Acquisition Target, which deposit is required to be refunded to Herbert if Herbert determines not to pursue

an investment in or acquisition of the Acquisition Target.

The Consultant rendered such acquisition services to the Company, and on July

8, 2025, paid the HKD 5,000,000 consulting fee to the Consultant ($ 640,902.52 ), and between July 10, 2025 and August 22, paid HKD 25,000,000

($ 3,204,513 ) as a refundable deposit towards the acquisition of the Acquisition Target.

On or about November 18, 2025, the Company and the Consultant

entered into an amendment to the Consulting Agreement providing that if the deposit is not refunded as agreed, the Consultant would ensure

that 715,447 shares of Company common stock would be returned to the Company for cancellation.

The RMB 5 million ($ 702,500 )

loan provided by Shuya to JHJ constitutes a related-party transaction.

The loan is non-interest-bearing and has a one-year term,

from September 26, 2025 through September 26, 2026.

On or about November 18, 2025, the Company and

the Consultant amended the Linkage Consulting Agreement to provide additional recourse for the Company such that if the deposit is not

refunded as agreed, the Consultant must ensure that 715,447 shares of Company common stock (the number of shares of common stock sold

in the May 6, 2025, private placement) are returned to the Company for cancellation.

The HKD 25 million (approximately $ 3.2 million)

refundable deposit relates to the potential acquisition of the Acquisition Target described above that was negotiated by Herbert and

is included in Other Assets on the consolidated balance sheet.

Refundable acquisition deposits are evaluated for recoverability based

on the contractual terms of the arrangement, the status of the underlying transaction, and other relevant facts and circumstances.

evaluated the recoverability of the deposit as of December 31, 2025, and concluded that no impairment was required based on the contractual

refund provisions, ongoing discussions regarding the transaction, and information available at year-end.

RMB 5 million ($ 702,500 ) loan provided by Shuya to JHJ constitutes a related-party transaction.

The loan is non-interest-bearing and

has a one-year term, from September 26, 2025 through September 26, 2026.

The funds were provided for JHJ’s general business development

The loan was originated while Shuya was a consolidated subsidiary of the Company.

Following the December 2025 disposal of Shuya,

the loan remained outstanding under its original terms and was not modified, assigned, or extinguished as part of the transaction.

14 - WARRANTY

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

change in our warranty liability.

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

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

The outstanding balance as of

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

and $ 100,000 .

the three ended March 31, 2026 and 2025 there was no change in our warranty liability.

We estimate our warranty liability based on past

experiences and estimated replacement cost of material and labor to replace the critical turbine in the units that are still under warranty.

The outstanding balance as of March 31, 2026, and as of December 31, 2025 was $ 100,000 and $ 100,000 .

15 – NON-CONTROLLING INTEREST

44 unchanged sentences

and reward scenarios, which collectively affirm that the conditions necessitating the application of the variable interest model are

16 – DiSPOSAL OF SUBSIDIARY

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

(‘JHJ’), acquired

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

natural gas trading activities in China.

January 1, 2023, JHJ entered into a Consistent Action Agreement with other shareholders of Shuya, which resulted in the Company obtaining

control over Shuya.

Accordingly, the Company began consolidating Shuya as a variable interest entity effective January 1, 2023 in accordance

with ASC 810.

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

As a result, the Company lost control over Shuya and deconsolidated

the entity effective January 1, 2024.

The Company recognized a loss on deconsolidation of $ 344,889 during the year ended December 31,

2024 and retained its 49 % equity investment in Shuya, which was accounted for under the equity method of accounting pursuant to ASC 323.

December 12, 2025, the Company completed the disposal of its entire 49 % equity interest in Shuya through equity transfer agreements with

third parties for total consideration consisting of:

consideration of approximately $ 721,929 consisting of which is included in cash flows from investing activities in the accompanying consolidated

statement of cash flows.

Company recognized a gain on disposal of $ 318,426 during the year ended December 31, 2025, which is presented in ‘Investment from

Shuya’ in the accompanying consolidated statement of operations.

The loss was calculated as the following table:

value of consideration received:

OF FAIR VALUE OF CONSIDERATION RECEIVED

[Non-cash consideration]

Total consideration

Carrying value of investment at disposal:

Beginning balance (January 1, 2025)

Equity method loss (2025)

Effect of foreign currency translation

Carrying value at disposal

Gain on disposal

fair value of consideration received consisted primarily of cash proceeds and was measured based on the contractual cash amounts received

Accordingly, no significant Level 3 valuation inputs were required under ASC 820.

Operations Assessment

Company evaluated whether the disposal of Shuya met the criteria for presentation as a discontinued operation under ASC 205-20 and concluded

that it did not represent a strategic shift that has, or will have, a major effect on the Company’s operations or financial results.

Although the Company’s China operations generated approximately $ 1.17 million of revenue during 2025, those operating activities

and related revenues were generated by JHJ, which remains part of the Company’s continuing operations.

Shuya was not the primary

operating entity generating such revenues, and the Company did not receive dividend distributions from Shuya.

The disposal did not result

in the exit of a major business line, customer base, geographic market, or strategic initiative and did not alter the Company’s

core business strategy.

Accordingly, management concluded that the disposal of Shuya does not qualify for discontinued operations presentation

under ASC 205-20.

of Operations

the period from January 1, 2025 through December 12, 2025, the Company recognized equity in net income of Shuya totaling $ 67,734 , representing

its 49 % share of Shuya’s net income of approximately $ 138,232 for the period.

Additionally,

the Company received actual payment of $ 201,410 .

Under the equity method, since the Company has already recognized its share of Shuya’s

earnings, these investment receipts should be treated as a reduction of the carrying amount of the investment in Shuya.

disposal resulted in cash proceeds of $ 721,929 , which is included in cash flows from investing activities in the accompanying consolidated

statement of cash flows.

Company disposed of its investment in Shuya as part of a strategic shift to focus on its core clean energy technology and distributed

energy project development activities in North America and Europe, and to exit natural gas trading operations in China.

17 – THE STATUTORY RESERVES

43 unchanged sentences

18 – SUBSEQUENT EVENTS

or about October 06, 2025, the Company issued 19,100 shares of common stock to Mast Hill pursuant to its conversion of $ 50,032 in principal,

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

or about October 08, 2025, the Company issued 44,500 shares of common stock to Mast Hill pursuant to its conversion of $ 100,249 in principal,

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

or about October 10, 2025, the Company issued 45,000 shares of common stock to Mast Hill pursuant to its conversion of $ 101,376 in principal,

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

On or about October 13, 2025, the Company issued 33,258 shares of common stock to Pacific Pier pursuant to its conversion

of $ 74,461.47 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about October 14, 2025, the Company issued 46,000 shares of common stock to Mast Hill pursuant to its conversion of $ 102,987 in principal,

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

or about October 16, 2025, the Company issued 161,994 shares of common stock to Mast Hill pursuant to its conversion of $ 362,679 in principal,

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

On or about October 23, 2025, the

Company issued 34,619

shares of common stock to Pacific Pier pursuant to its notice of conversion of $ 73,032.40

in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

or about November 3, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $ 190,790 in principal,

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

On or about November 10, 2025, the

Company issued 34,861

shares of common stock to Pacific Pier pursuant to its notice of conversion of $ 43,715

in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.

Company has evaluated subsequent events through the date the financial statements were issued.

The Company has determined that there

are no other such events that disclosure or recognition in the financial statements, except as noted below.

April 20, 2026, Clean Energy Technologies, Inc.

(the “Company”) entered into a securities purchase agreement (the “PPC

SPA”) with Pacific Pier Capital II, LP, a Delaware limited partnership (“Pacific Pier”), pursuant to which the Company

sold, and Pacific Pier purchased, a convertible promissory note in the principal amount of $ 406,000 (the “PPC Note”) for

a purchase price of $ 357,280 (the “PPC Transaction”), and one time fee of $ 48,720 .

PPC Transaction was funded by Pacific Pier and closed on April 20, 2026, and pursuant to the SPA, Pacific Pier’s legal expenses

of $ 7,000 were paid from the gross purchase price, the Company received net funding of $ 350,280 , and the Note was issued to Pacific Pier.

The PPC Note matures 12 months following the issue date set forth in the PPC Note (April 20, 2026), accrues interest of 12% per annum,

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

issue date, at a conversion price equal to 85% of the lowest daily volume-weighted average price on any trading day during the 10 trading

days prior to the conversion date;

provided, however, that the holder may not convert the PPC Note to the extent that such conversion

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

issued and outstanding common stock.

Additionally, the holder of the PPC Note is entitled to deduct $1,750 from the conversion amount

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

In addition, pursuant to the Securities Purchase Agreement and applicable Nasdaq listing requirements, the issuance of shares upon conversion

of the PPC Note is subject to an Exchange Cap of 2,000,000 common shares unless shareholder approval is obtained to permit issuances

in excess of such limit.

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

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

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

respectively, was due to Agile, amortizing and to be repaid over approximately 32 weeks, and as of July 24, 2026, the balance on the

loans was $ 328,843 and $ 146,153 , respectively.

June 12, 2026, the Company borrowed approximately $ 140,000 from Reliance Financial FL LLC (“Reliance”) pursuant to working capital financing.

Under the loan agreements, approximately $ 196,000 , was due to Reliance, amortizing and to be repaid over approximately

32 weeks, and as of July 24, 2026, the balance on the loans was $ 173,385 .

July 1, 2026, Clean Energy Technologies, Inc.

(the “ Company ”) entered into a securities purchase agreement (the “ SPA ”)

with Coventry Enterprises LLC, a Delaware limited liability company (“ Coventry ”), pursuant to which the Company sold,

and Coventry purchased, a convertible promissory note in the principal amount of $ 166,500 (the “ Note ”) for a purchase

price of $ 150,000 (the “ Transaction ”).

The Transaction was funded by Coventry and closed on July 1, 2026, and pursuant

to the SPA, Coventry’s legal expenses of $ 3,000 were paid from the gross purchase price, $ 6,000 was paid to the Company’s

registered broker-dealer, the Company received net funding of $ 141,000 , and the Note was issued to Coventry.

The SPA includes customary

representations, warranties and covenants by the Company and customary closing conditions.

The SPA requires that the proceeds from the

Transaction be used for general working capital purposes.

The Note matures on May 1, 2027, accrues a one-time interest charge of 12 %

on the issuance date, shall be paid in 10 monthly payments in the amount of $ 18,648 beginning on August 7, 2026, and continuing on the

7 th 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 equal to 85% of the lowest closing bid price during the ten trading days prior

to the conversion date;

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.

July 15, 2026, Clean Energy Technologies, Inc.

(the “ Company ”) entered into a securities purchase agreement (the “ SPA ”)

with Du Jinxian (the “ Investor ”), pursuant to which the Company sold, and the Investor purchased, a convertible promissory

note in the principal amount of $ 132,000 (the “ Note ”) for a purchase price of $ 120,000 (the “ Transaction ”).

The Transaction was funded by the Investor and closed on July 15, 2026, and pursuant to the SPA, the Company received net funding of

$ 120,000 , and the Note was issued to the Investor.

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

What changed 10-Q

Item 1. Financial Statements