Clean Energy Technologies, Inc. 10-Q

Item 1. Financial Statements Clean Energy Technologies, Inc. Consolidated Financial Statements (Expressed in US dollars) March 31 , 2026 (unaudited) Financial Statement Index Consolidated Balance Sheets March 31, 2026 (unaudited) and December 31, 2025 (audited) 4 Consolidated Statements of Operations and comprehensive income (loss), for the Three Months Ended March 31, 2026 (unaudited) and March 31, 2025 (Restated) (unaudited) 5 Consolidated Statements of Stockholders Equity for the Three Months Ended March 31, 2026 (unaudited) and March 31, 2025 (Restated) (unaudited) 6 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 (unaudited) and March 31, 2025 (Restated) (unaudited) 7 Notes to the Consolidated Financial Statements (unaudited) 8 3 Clean Energy Technologies, Inc. Consolidated Balance Sheets March 31, 2026 (Unaudited) and December 31, 2025 (Audited) Unaudited Audited March 31, 2026 December 31, 2025 Assets Current Assets Cash 39,078 602,461 Accounts receivable 32,582 39,406 Accounts receivable - Related Party 2,350,797 2,350,797 Accounts receivable 2,350,797 2,350,797 Convertible Note Receivable 2,003,454 - Advance to supplier – Current 2,085,965 2,079,888 Deferred Equity Issuance cost 104,744 104,744 Investment - Jiangsu Gaozheng 2,755 - Due from related party 337,824 369,804 Loan Receivable – Current 279,151 238,645 Inventory 533,387 470,206 Total Current Assets 7,769,737 6,255,951 Non-Current Assets Property & Equipment - Net 13,512 14,043 Goodwill 747,976 747,976 Loans receivable – Non Current 758,063 747,607 Contract Assets 677,918 677,918 License 354,322 354,322 Patents 68,065 71,034 Right of use asset - long term 279,851 299,018 Other Assets – Related party 3,244,420 3,244,420 Total Non-Current Assets 6,144,127 6,156,338 Total Assets 13,913,864 12,412,289 Liabilities Current Liabilities Accounts Payable 1,684,850 1,639,424 Accrued Expenses 564,451 536,617 Customer Deposits 811,877 759,611 Warranty Liability 100,000 100,000 Warrant Liability 23,573 20,474 Deferred Revenue 33,000 33,000 Derivative Liability 721,678 493,308 Facility Lease Liability - Current 139,883 131,728 Line of Credit 623,641 614,575 Due to Related Party 63,950 63,950 Convertible Notes Payable 1,794,742 880,052 Short-Term Notes Payable 171,821 722,350 Total Current Liabilities 6,733,466 5,995,089 Non current liabilities Facility Lease Liability - Long Term 149,752 170,605 Total Non current liabilities 149,752 170,605 Total Liabilities 6,883,218 6,165,694 Equity Common stock, $ 0.001 par value; 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 12,166 9,421 Additional Paid-In Capital 43,119,201 41,706,098 Accumulated other comprehensible loss ( 138,522 ) ( 168,923 ) Accumulated Deficit ( 35,962,199 ) ( 35,299,999 ) Total Equity 7,030,646 6,246,597 Total Liabilities & Equity 13,913,864 12,412,291 The accompanying footnotes are an integral part of these unaudited consolidated financial statements 4 Clean Energy Technologies, Inc. Consolidated Statements of Operations and comprehensive income (loss) for the three months ended March 31, 2026 (Unaudited) and 2025 (Unaudited) (Restated) 2026 2025 Three Months 2026 2025 Sales 783,705 265,835 Sales - Related Party - 176,105 Total Income 783,705 441,940 Cost of Goods Sold 797,635 30,062 Gross Profit ( 13,930 ) 411,878 Expense General and Administrative Expense 147,729 222,557 Salaries 294,433 433,799 Travel 28,062 32,377 Professional Fees Legal & Accounting 167,021 66,213 Facility Lease and Maintenance 65,140 66,741 Depreciation and Amortization 2,969 2,969 Total Expense 705,354 824,656 Net Profit / (Loss) From Operations ( 719,284 ) ( 412,778 ) Other Income & Expense Other Income 584,613 21,413 Change in FV of Warrant Liability ( 3,100 ) ( 17,837 ) Change in FV of Derivative Liability ( 8,476 ) 1,691 Interest Income - $ 14,052 Investment income (loss) from Shuya - 81,638 Interest and Financing fees ( 515,128 ) ( 348,186 ) Net Profit / (Loss) Before Income Taxes ( 661,375 ) ( 660,007 ) Income Tax Expense ( 825 ) ( 49 ) Net Profit / (Loss) ( 662,200 ) ( 660,058 ) Net Profit / (Loss) attributable to Clean Energy Technologies, Inc. ( 662,200 ) ( 660,058 ) Other Comprehensive Item Foreign Currency Translation Gain 30,401 12,241 Total Comprehensible Income / (Loss) ( 631,799 ) ( 647,817 ) Per Share Information: Basic and diluted weighted average number of common shares outstanding 11,613,409 3,107,559 Net Profit / (Loss) per common share basic and diluted ( 0.05 ) ( 0.21 ) The accompanying footnotes are an integral part of these unaudited consolidated financial statements 5 Clean Energy Technologies, Inc. Consolidated Statements of Stockholders Equity for the three months ended March 31, 2026 (Unaudited) and 2025 (Unaudited) (Restated) Description Common Stock Shares Amount Preferred Stock Shares Amount Common Stock to be issued Amount Additional Paid in Capital Accumulated Other Comprehensive Accumulated Deficit Non Controlling Stock holders’ Equity Totals December 31, 2024 3,022,103 $ 3,022 756,139 $ 756 $ $ 30,631,493 $ ( 257,396 ) $ ( 28,480,730 ) - $ 1,897,145 Shares issued for stock compensation 1,667 2 - - - 11,998 - - - 12,000 Shares issued for debt inducement 3,740 4 - - - 28,047 - - - 28,051 Shares issued for series E preferred conversion 137,720 138 ( 756,139 ) ( 756 ) - 618 - - - - Value of the warrants issued for Mast Hill - - - - - 303,747 - - - 303,747 Accumulated Comprehensive - - - - - - 12,241 - - 12,241 Accrued Series E preferred dividend - - - - - 53,090 - ( 10,374 ) - 42,716 Net Loss - - - - - - - ( 660,058 ) - ( 660,058 ) March 31, 2025 3,165,230 $ 3,166 - $ - $ $ 31,028,993 $ ( 245,155 ) $ ( 29,151,162 ) - $ 1,635,842 Description Common Stock Shares Amount Preferred Stock Shares Amount Common Stock to be issued Amount Additional Paid in Capital Accumulated Other Comprehensive Accumulated Deficit Non Controlling Stock holders’ Equity Totals December 31, 2025 9,421,047 $ 9,421 - $ - - $ 41,706,098 $ ( 168,923 ) $ ( 35,299,999 ) - $ 6,246,597 Balance 9,421,047 $ 9,421 - $ - - $ 41,706,098 $ ( 168,923 ) $ ( 35,299,999 ) - $ 6,246,597 Shares issued for stock compensation - - - - - - - - - 0 Shares issued for debt conversion 813,059 813 - - - 610,744 - - - 611,557 Shares issued for debt inducement - - - - - - - - - 0 Shares issued for subscription 1,932,000 1,932 - - - 802,359 - - - 804,292 Shares issued for series E preferred conversion - - - - - - - - - 0 Value of the warrants issued for Mast Hill - - - - - - - - - 0 Accumulated Comprehensive - - - - - - 30,401 - - 30,401 Accrued Series E preferred dividend - - - - - - - - - 0 Deferred offering cost - - - - - - - - - 0 Net Loss - - - - - - - ( 662,200 ) - ( 662,200 ) March 31, 2026 12,166,106 $ 12,166 0 0 0 $ 43,119,201 $ ( 138,522 ) $ ( 35,962,199 ) 0 $ 7,030,646 Balance 12,166,106 $ 12,166 0 0 0 $ 43,119,201 $ ( 138,522 ) $ ( 35,962,199 ) 0 $ 7,030,646 The accompanying footnotes are an integral part of these unaudited consolidated financial statements 6 Clean Energy Technologies, Inc. Consolidated Statements of Cash Flows for the three months ended March 31, 2026 (Unaudited) and 2025 (Unaudited) (Restated) 2026 2025 (Unaudited) (Unaudited) Restated Cash Flows from Operating Activities: Net Income / (Loss) ( 662,200 ) ( 660,058 ) Depreciation and amortization 3,692 3,344 Forgiveness of convertible note balance ( 85,558 ) Stock compensation expense - 12,000 Amortization of debt discount 247,369 118,189 Attributable income per equity method - Shuya - ( 81,638 ) Change in fair value of derivative liabilities 8,476 ( 1,691 ) Change in fair value of warrant liabilities 3,099 17,837 Change in fair value of convertible note receivable (Other income) ( 435,053 ) Reversal of inventory impairment reserve - ( 357,639 ) Changes in assets and liabilities: (Increase) decrease in right of use asset 19,311 41,799 (Increase) decrease in lease liability ( 12,762 ) ( 43,387 ) (Increase) decrease in accounts receivable 6,824 ( 32,226 ) (Increase) decrease in accounts receivable – related party - ( 176,105 ) (Increase) decrease in prepaid expenses 18,466 ( 12,322 ) (Increase) decrease in contract asset - ( 14,050 ) (Increase) decrease in other assets ( 37,040 ) 965 (Increase) decrease in interest receivable ( 64,109 ) - (Increase) decrease in inventory ( 63,074 ) 344,230 (Decrease) increase in accounts payable 74,049 47,272 (Decrease) increase in accrued interest 73,227 11,300 (Decrease) increase in accrued expenses 25,188 ( 119,048 ) (Decrease) increase in customer deposits 43,477 125,181 Net Cash Used In Operating Activities ( 836,618 ) ( 776,047 ) Cash Flows from Investing Activities Convertible note receivable ( 700,000 ) Long term investment ( 2,746 ) Loan receivables - ( 2,932 ) Cash Flows Provided by (Used In) Investing Activities ( 702,746 ) ( 2,932 ) Cash Flows from Financing Activities Proceeds from notes payable and lines of credit 1,336,469 2,032,050 Payments on notes payable and line of credit ( 395,451 ) ( 1,273,048 ) Stock issued for cash 34,539 - Cash Flows Provided By Financing Activities 975,557 759,002 Foreign Currency Transaction 424 187 Net (Decrease) Increase in Cash and Cash Equivalents ( 563,383 ) ( 19,790 ) Cash and Cash Equivalents at Beginning of Period 602,461 62,101 Cash and Cash Equivalents at End of Period 39,078 42,311 Supplemental Cashflow Information: Interest Paid $ 21,578 116,812 Supplemental Non-Cash Disclosure Discount on new notes $ 136,287 $ 474,663 Shares issued for note conversions 611,557 $ - Shares issued for note receivable 804,291 - Dividend accrued $ - $ 42,751 The accompanying footnotes are an integral part of these unaudited consolidated financial statements 7 Clean Energy Technologies, Inc. Notes to Consolidated Financial Statements (Unaudited) NOTE 1 – GENERAL These 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 for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s fiscal year end December 31, 2025 report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of results for the entire year ending December 31, 2025. The summary of significant accounting policies of Clean Energy Technologies, Inc. is presented to assist in the understanding of the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. Corporate History We were incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc. We redomiciled to Nevada in April 2005 under the name Probe Manufacturing, Inc. We manufactured electronics and provided services to original equipment manufacturers (OEMs) of industrial, automotive, semiconductor, medical, communication, military, and high technology products. On September 11, 2015 Clean Energy HRS, or “CE HRS”, our wholly owned subsidiary acquired the assets of Heat Recovery Solutions from General Electric International. In November 2015, we changed our name to Clean Energy Technologies, Inc. Our principal executive offices are located at 1340 Reynolds Avenue, Irvine, CA 92614. Our common stock is listed on the Nasdaq Capital Market under the symbol “CETY.” Our internet website address is www.cetyinc.com. The information contained on our website is not incorporated by reference into this document, and you should not consider any information contained on, or that can be accessed through, our website as part of this document. The Company has four reportable segments: Clean Energy HRS (HRS) & CETY Europe, CETY Renewables waste to energy, and engineering, consulting & management services, and CETY HK NG trading. Going Concern The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total 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. 8 Plan of Operation CETY is a clean energy technology company providing eco-friendly energy solutions, clean energy fuels, and alternative electric power for small to mid-sized projects across North America, Europe, and Asia. The company harnesses the power of heat and biomass to produce electricity with zero emissions and minimal cost. Additionally, the company offers Waste to Energy Solutions, converting waste materials from manufacturing, agriculture, and wastewater treatment plants into electricity and BioChar. Clean Energy Technologies also provides Engineering, Consulting, and Project Management Solutions, leveraging its expertise to develop clean energy projects for both municipal and industrial customers, as well as Engineering, Procurement, and Construction (EPC) companies. Our principal businesses Heat Recovery Solutions – Clean Energy Technologies patented Clean Cycle Generator (CCG) is a heat recovery system that captures waste heat from various sources and converts it into electricity. This system can be integrated into various industrial processes, helping to reduce energy costs and carbon emissions. Waste to Energy Solutions - Clean Energy Technologies’ waste to energy solutions involve converting organic waste materials, such as agricultural waste and food waste, into clean energy through its proprietary pyrolysis technology that produce a range of products, including electricity, heat, and biochar. Engineering, Consulting and Project Management Solutions – Clean Energy Technologies provides power generation, waste to energy, and heat recovery Engineering, Procurement and Construction (EPC) services to municipal and industrial customers and to design and incorporate clean energy solutions in their projects. Clean 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. Ltd. (“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. On September 26, 2025, the Company’s Board of Directors approved a reverse stock split of its authorized and issued and outstanding shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a ratio of 1-for-15 , which become legal effective on October 6, 2025. After the reverse stock split, every 15 issued and outstanding shares of the Company’s Common Stock was converted automatically into one share of the Company’s Common Stock without any change in the par value per share. The total number of shares of Common Stock authorized for issuance was then reduced by a corresponding proportion from 2,000,000,000 shares to 133,333,333 shares of Common Stock. All share amounts have been retroactively restated to reflect the reverse stock split for all periods presented. On 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. 9 NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES : The summary of significant accounting policies of Clean Energy Technologies, Inc. (formerly Probe Manufacturing, Inc.) is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. Cash and Cash Equivalents We maintain the majority of our cash accounts at JP Morgan Chase bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 , (which we may exceed from time to time) per commercial bank. For the purpose of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. Credit losses On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1, 2023. The Company’s account receivables, prepayments, other receivables and other current assets in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, creditworthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses. Accounts Receivable Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of March 31, 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 March 31, 2026, and December 31, 2025, we had a reserve for potentially un-collectable long-term financing receivables of $ nil and $ nil . One 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 collectible. 10 Contract Assets Contract 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. Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. 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. Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation are computed on the straight-line method over the following estimated useful lives of the related assets: SCHEDULE OF ESTIMATED USEFUL LIVES Furniture and fixtures 3 to 5 years Equipment 5 to 10 years Long – Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets with finite lives, and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group asset group exceeds its fair value based on discounted cash flow analysis or appraisals. There is no impairment of long-lived assets for the periods ended March 31, 2026 and 2025. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). 11 Performance Obligations Satisfied Over Time FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10 An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: a. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance Obligations Satisfied at a Point in Time FASB ASC 606-10-25-30 If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following: a. The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition, a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met) The 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 obligation The 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 The 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. 12 A principal obtains control over any one of the following (ASC 606-10-55-37A): a. 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. b. 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. c. 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. If the entity obtains control over one of the above before the good or service is transferred to a customer, the entity could be considered a principal. Additionally, the above five steps are applied to achieve core principle for our CETY Renewables Division: Because the CETY Renewables division is presently engaged in the Engineering, Procurement, and Construction (EPC) of biomass power facilities, CETY Renewables has developed a process of executing EPC Agreements with customers for this work. In contracting these engagements, CETY Renewables recognizes revenue according to accounting standards in accordance with ASC 606. In 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 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. Secondly, CETY identifies the performance obligations of the Parties in performance of the EPC Agreement in accordance with 606-10-25-14. At contract inception, CETY assesses the goods and services necessary to deliver the facility in accordance with its agreement with clients. The agreement specifically laid out all deliverables necessary to achieve the permitting, design, procurement, construction, and commissioning. CETY also looks at 606-10-25-14(A). A bundle of goods or services is also present, in that CETY is delivering all work products associated with permitting, design, procurement, construction and commissioning of a commercially operable biomass power plant. A biomass power plant is a distinct bundle of goods or services, so the individual goods or services on their own do not lend themselves to a fully integrated or functional system. CETY in accordance with 606-10-32-1, CETY reviews measurement of the performance obligations. There is no exclusion of any amount of the Contract Price due to constraints associated with 606-10-31-11 through 606-10-32-13. In review of 606-10-32-2A, CETY did not exclude measurement from the measurement of the transaction price any taxes assessed by a government authority as no such taxes will be due. In reviewing 606-10-32-3, CETY evaluated the nature, timing, and amount of consideration promised, and whether it impacts the estimate of the transaction price. Finally, in identifying a single method of measuring progress for each performance obligation satisfied over time, in accordance with 606-10-25-32, CETY applies the methodology of 606-10-25-36. CETY adopted and implemented the input method for revenue recognition in accordance with ASC 606-10-25-33. The company adopts the input method for implementation. CETY recognizes revenue for performance obligations on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation per 606-10-55-20. 13 For CETY, the contracts with clients for the construction of biomass power plants are the basis for revenue recognition. In each separate EPC Agreement, the performance obligations include permitting, design, procurement, construction, and commissioning of the plant. All of these work products satisfy Section 606-10-25-27(b) as these work products create or enhance an asset under customer’s control. Upon delivery of the work product, the customer takes control of the work products and has full right and ability to direct the use of and obtain substantially all of the remaining benefits of the assets. We recognize revenue over time, using timeline and milestone methods to measure progress towards complete satisfaction of the performance obligation. During the complexity and duration of the biomass power plant construction projects, CETY will recognize revenue over time, consistent with the criteria for over-time recognition under ASC 606. This approach reflects the continuous transfer of documents, permits, and the equipment over to the customer, which is characteristic of long-term construction contracts. We have a list of appropriate measures of progress: This is based on milestones achieved, among other measures. Given the long-term nature of the projects, CETY regularly reviews and, if necessary, updates its estimates of progress towards completion, transaction price, and the allocation of the transaction price to performance obligations. Also, from time to time our contracts state that the customer is not obligated to pay a final payment until the units are commissioned, i.e. a final payment of 10 %. As of 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. Also from time to time we require upfront deposits from our customers based on the contract. As of March 31, 2026 and December 31, 2025, we had outstanding customer deposits of $ 811,877 and $ 759,611 respectively. Derivative liability A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. The Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions as disclosed in Note 9 containing certain conversion features that have resulted in the instruments being deemed derivatives. The Company evaluates such derivative instruments to properly classify such instruments within equity or as liabilities in the financial statements. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liability is remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on the consolidated statement of operations. The Company had derivative liability of $ 721,678 and $ 493,308 as of March 31, 2026 and December 31, 2025, respectively. Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: 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. ● Level 3: 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 % The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, accrued expenses, and convertible notes payable. The estimated fair value of cash, prepaid expenses, investments, accounts payable, accrued expenses and convertible notes payable approximate their carrying amounts due to the short-term nature of these instruments. 14 Foreign Currency Translation and Comprehensive Income (Loss) We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. The accounts of the Company’s Chinese entities are maintained in RMB. The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from foreign currency transactions are reflected in the statements of operations. The Company follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income (loss) and all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders. Net (Loss) per Common Share Basic (loss) per share is computed on the basis of the weighted average number of common shares outstanding. 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. Research and Development We had no amounts of research and development (R&D) expense during the three months ended March 31, 2026, and March 31, 2025. Segment Disclosure FASB Codification Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has four reportable segments: Clean Energy HRS (HRS), CETY Europe, CETY HK and engineering & manufacturing services division. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Refer to note 1 for a description of the various product categories manufactured under each of these segments. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, other charges (income), net and interest and other, net. 15 Selected Financial Data : SCHEDULE OF FINANCIAL DATA 2026 2025 (Restated) For the three months ended March 31, 2026 2025 (Restated) Net Sales Manufacturing and Engineering $ - $ - Heat Recovery Solutions 7,538 262,354 NG Trading 776,167 3,481 Waste to Energy - 176,105 Total Sales $ 783,705 $ 441,940 Segment income and reconciliation before tax Manufacturing and Engineering $ - $ - Heat Recovery Solutions ( 25,223 ) 235,658 LNG Trading 11,293 115 Waste to Energy - 176,105 Total Segment income ( 13,930 ) 411,878 Less: operating expense ( 705,354 ) ( 824,656 ) Less: other income and expenses 57,909 ( 247,229 ) Net (loss) before income tax $ ( 661,375 ) $ ( 660,007 ) March 31, 2026 December 31, 2025 Total Assets Manufacturing and Engineering $ 6,877,179 $ 5,501,806 Heat Recovery Solutions 2,098,978 2,093,177 Waste to Energy 1,964,050 1,940,076 NG Trading 2,973,658 2,877,230 Total Assets $ 13,913,865 $ 12,412,289 The following table represents revenue by geographic area based on the sales location of our products and solutions: SCHEDULE OF REVENUE BY GEOGRAPHIC AREA 2026 (Restated) 2025 For the three months ended March 31, 2026 (Restated) 2025 United States $ 7,538 $ 438,459 China 776,167 3,481 Other international - - Total Sales $ 783,705 $ 441,940 Leases The Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to be accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. 16 Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. Income Taxes Federal Income taxes are not currently due since we have had losses since inception of Clean Energy Technologies. On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2025 using a Federal Tax Rate of 21% and an estimated state of California rate of 8.84%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of 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 $ ( 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 return. 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 740. On 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 limitations. Management has considered these limitations in evaluating the realizability of the Company’s deferred tax assets. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. 17 Recently Issued Accounting Standards In 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. Accounting Standards Not Yet Adopted In 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 15, 2027. The Company is currently evaluating the impact that adoption of this standard will have on its consolidated financial statements and related disclosures. In 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. In 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. Deferred Stock Issuance Costs Deferred stock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement. During the 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. NOTE 3 – ACCOUNTS RECEIVABLE SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE March 31, 2026 December 31, 2025 Accounts Receivable $ 32,582 $ 39,406 Accounts Receivable Related Party 2,350,797 2,350,797 Total $ 2,383,379 $ 2,390,203 Our Accounts Receivable is pledged to Nations Interbanc, our line of credit. SCHEDULE OF LEASE RECEIVABLE ASSET March 31, 2026 December 31, 2025 Long-term financing receivables $ - $ 217,584 Less Reserve for uncollectable accounts - ( 217,584 ) Long-term financing receivables - net $ - $ - The 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. On a contract by contract basis or projects that require extensive work from multiple contractors or supply chain challenges or in response to certain situations or installation difficulties, the Company may elect to allow non-interest bearing repayments in excess of 1 year. Our long - term financing Receivable are pledged to Nations Interbanc, our line of credit. 18 NOTE 4 – INVENTORIES Inventories by major classification were comprised of the following at: SCHEDULE OF INVENTORIES March 31, 2026 December 31, 2025 Inventory $ 1,110,091 $ 1,046,910 Less reserve ( 576,704 ) ( 576,704 ) Total $ 533,387 $ 470,206 Our Inventory is pledged to Nations Interbanc, our line of credit. NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment were comprised of the following at: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2026 December 31, 2025 Property and Equipment $ 138,663 $ 138,416 Accumulated Depreciation ( 125,151 ) ( 124,373 ) Net Property and equipment $ 13,512 $ 14,043 Our Depreciation Expense for the three months ended March 31, 2026, and 2025 was $ 3,692 and $ 2,046 respectively. Our Property Plant and Equipment is pledged to Nations Interbanc, our line of credit. NOTE 6 – INTANGIBLE ASSETS Intangible assets were comprised of the following at: SCHEDULE OF INTANGIBLE ASSETS March 31, 2026 December 31, 2025 Goodwill $ 747,976 $ 747,976 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization ( 122,724 ) ( 119,755 ) Net Intangible Assets $ 1,170,363 $ 1,173,332 Our Amortization Expense for the three months ended March 31, 2026, and 2025 was $ 2,969 and $ 2,046 respectively. As of both March 31, 2026, and December 31, 2025, goodwill amounted to $ 747,976 and $ 747,976 . The Company classifies goodwill as having an indefinite life, and as such, it is not amortized but is subject to annual impairment testing. The Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The useful life of goodwill is considered indefinite due to the continued potential to generate economic benefits from the business acquired. The Company conducts impairment testing based on projected future cash flows of the acquired business and other relevant factors. The LWL Investment, previously classified as an indefinite-lived asset, had a carrying value of $ 1,468,709 as of December 31, 2024. During the year ended December 31, 2025, the Company performed its annual impairment assessment and determined that the investment was impaired. Accordingly, the carrying value of the investment was written down to zero as of December 31, 2025. As a result of this impairment, no value is reflected on the Company’s balance sheet as of December 31, 2025. The License balance remained unchanged at $ 354,322 as of March 31, 2026, and December 31, 2025. The License is considered to have a definite life. The Company estimates the useful life of the License based on the legal term and any other relevant factors, such as the expected technological obsolescence or the duration of the agreement. The amortization of this asset is reflected in the Company’s financial statements. The Patents balance, after amortization, was $ 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. The Company evaluates the carrying value of patents regularly to ensure that their estimated useful life and amortization period remain appropriate. Amortization expense for the period pertains to the systematic allocation of the cost of patents over their estimated useful lives. 19 NOTE 7 – LOANS RECEIVABLE AND CONVERTIBLE NOTES RECEIVABLE Effective January 10, 2022, JHJ (the “Note Holder”) entered into a convertible loan agreement with Chengdu Rongjun Enterprise Consulting Co., Ltd. (“Rongjun” or the “Borrower”), pursuant to which JHJ advanced RMB 5,000,000 (approximately $ 0.69 million) to Rongjun. 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. In 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. Following 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. The 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. The 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. On 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. The Company also holds a convertible note receivable from Filled Converge Limited with an aggregate principal balance of approximately $ 1.5 million. 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. The 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 ASC 820. The 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). 20 NOTE 8 – ACCRUED EXPENSES SCHEDULE OF ACCRUED EXPENSES March 31, 2026 December 31, 2025 Accrued Wages $ 115,871 $ 115,871 Sales tax payable 15,716 28,178 Accrued Taxes and other 432,864 392,568 Total accrued expenses $ 564,451 $ 536,617 NOTE 9 – WARRANT LIABILITY On December 5, 2024, the Company entered into an Equity Line of Credit Agreement with Mast Hill Fund, L.P. (the “Investor”), pursuant to which the Investor committed to provide up to $ 5.0 million to the Company. In connection with the agreement, the Company issued a purchase warrant to the Investor to purchase up to 33,333 shares of common stock at an initial exercise price of $ 30.00 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. The warrant contains a down-round provision whereby the exercise price will be reduced if the Company issues common stock, options, or convertible securities at a price below the then-current exercise price of the warrant. The warrant was classified as a liability and initially recorded at fair value of $ 104,744 upon issuance. As of 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. The following table presents a reconciliation of the credit line warrant liability measured and recorded at fair value on a recurring basis: SCHEDULE OF RECONCILIATION OF CREDIT LINE WARRANT LIABILITY For the three months ended March 31, 2026 For the three months ended March 31, 2025 Fair value-beginning of period $ 20,474 $ 78,148 Change in fair value 3,099 17,838 Fair value-end of period $ 23,573 $ 95,986 NOTE 10 – LINE OF CREDIT AND NOTES PAYABLE On November 11, 2013, we entered into an accounts receivable financing agreement with American Interbanc (now Nations Interbanc). Amounts outstanding under the agreement bear interest at the rate of 2.5 % annually. It is secured by the assets of the Company. In addition, it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of March 31, 2026, the outstanding balance was $ 623,641 compared to $ 614,575 at December 31, 2025. On April 1, 2021, we entered into an amendment to the purchase order financing agreement with DHN Capital, LLC dba Nations Interbanc. Nations Interbanc has lowered the accrued fees balance by $ 275,000 as well as the accrual rate to 2.25 % per 30 days. As a result, CETY has agreed to remit a minimum monthly payment of $ 25,000 by the final calendar day of each month, The Company has not made the required monthly payments and is currently in default under the terms of the agreement. During 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. 21 Accordingly, 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. Legal 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. On 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. On 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. On 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. On 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. On 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. On 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. Convertible Notes Payable, Net On January 3, 2024, the Company entered into a securities purchase agreement with FirstFire, pursuant to which the Company agreed to issue and sell to FirstFire the promissory note of the Company in the principal amount of $ 143,750 , which amount is the $ 125,000 actual amount of the purchase price plus an original issue discount in the amount of $ 18,750 . The Note is convertible into shares of common stock of the Company at a fixed price of $ 1.60 , par value $ 0.001 per share upon the terms and subject to the limitations and conditions set forth in such Note. This principal and the interest balance of this note was paid off on March 5, 2024. As a condition to the sale of the Note, the Company issued to the FirstFire 667 shares of Common Stock. On the closing date, the Buyer shall further withhold from the Purchase Price (i) a non-accountable sum of $ 5,000 to cover the FirstFire’s legal fees and (ii) a sum of $ 7,188 to cover the Company’s fees owed to Revere Securities LLC, a registered broker-dealer, in connection with this transaction. as of March 31, 2026, and December 31,2025, The balance of this note was $ 0 , and $ 0 , respectively. On February 2, 2024, the Company entered into a securities purchase agreement with Coventry Enterprises LLC, a Delaware limited liability company Coventry pursuant to which the Company agreed to issue and sell to the Buyer the promissory note of the Company in the principal amount of $ 90,120 , which amount is the $ 80,000 actual amount of the purchase price plus an original issue discount in the amount of $ 10,120 . This note is due in full on November 30, 2024. As a condition to the sale of the Note, the Company issued to the Coventry 20,000 shares of Common Stock. The Note is convertible into shares of common stock at a fixed price of $ 1.60 of the Company, par value $ 0.001 per share, upon the terms and subject to the limitations and conditions set forth in such Note. The note was paid off as of March 31, 2026, and December 31,2025, the balance of this note was $ 0 , and $ 0 , respectively. 22 On March 4, 2024, the Company entered into a securities purchase agreement with FirstFire, pursuant to which the Company agreed to issue and sell to the FirstFire the promissory note of the Company in the principal amount of $ 280,500 , which amount is the $ 255,000 actual amount of the purchase price plus an original issue discount in the amount of $ 25,500 . This note is due in full on February 28, 2025. The Note is convertible into shares of common stock at a fixed price of $ 1.60 of the Company, par value $ 0.001 per share, upon the terms and subject to the limitations and conditions set forth in such Note. As a condition to the sale of the Note, the Company issued to the Buyer 1,333 shares of Common Stock. On the closing date, the FirstFire shall further withhold from the Purchase Price (i) a non-accountable sum of $ 6,000 to cover the Buyer’s legal fees and (ii) a sum of $ 5,563 to cover the Company’s fees owed to Revere Securities LLC, a registered broker-dealer, in connection with this transaction. The balance on this note as of December 31, 2024 was $ 84,150 . The 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. On April 4, 2025, the Company entered into a securities purchase agreement with Pacific Pier Capital II, LLC, a Delaware limited liability company (“Pacific Pier”), pursuant to which the Company sold, and Pacific Pier purchased, (i) a convertible promissory note in the principal amount of $ 345,000 , and (ii) 45,000 shares of Company common stock, for an aggregate purchase price of $ 310,500 . The transaction was funded by Pacific Pier and closed on April 7, 2025, and on or about April 7, 2025, pursuant to the securities purchase agreement, Pacific Pier’s legal expenses of $ 10,000 were paid from the gross purchase price, the Company receiving net funding of $ 300,500 , and the note and shares were issued to Pacific Pier. The note matures 12 months following the issue date, accrues interest of 10 % per annum, and is convertible into shares of the Company’s common stock at the election of the holder, at or following nine months after the issue date, at a conversion price equal to 90% of the lowest daily volume-weighted average price (during regular trading hours) on any trading day during the 5 trading days prior to the conversion date; provided, however, that the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock. Additionally, the holder of the note is entitled to deduct $ 1,750 from the conversion amount (or $ 500 if the conversion amount is $ 25,000 or less) in each note conversion to cover the holder’s fees associated with the conversion. The balance of the note as of 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 . During 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. Effective April 23, 2025, the Company entered into a securities purchase agreement with Pacific Pier, pursuant to which the Company sold, and Pacific Pier purchased, (i) a convertible promissory note in the principal amount of $ 256,000 , and (ii) 45,000 shares of Company common stock, for an aggregate purchase price of $ 230,400 . The transaction was funded by Pacific Pier and closed on April 23, 2025, and on or about April 23, 2025, pursuant to the securities purchase agreement, Pacific Pier’s legal expenses of $ 7,000 were paid from the gross purchase price, the Company received net funding of $ 223,400 , and the note and shares were issued to Pacific Pier. The note matures 12 months following the issue date, accrues interest of 10 % per annum, and is convertible into shares of the Company’s common stock at the election of the holder, at or following nine months after the issue date, at a conversion price equal to 90% of the lowest daily volume-weighted average price (during regular trading hours) on any trading day during the 5 trading days prior to the conversion date; provided, however, that the holder may not convert the note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock. Additionally, the holder of the note is entitled to deduct $ 1,750 from the conversion amount (or $ 500 if the conversion amount is $ 25,000 or less) in each note conversion to cover the holder’s fees associated with the conversion. The balance of the note as of 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 . During 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. On May 8, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $ 131,610 for a purchase price of $ 107,000 . The transaction was funded by 1800 Diagonal and closed on May 8, 2025, and on or about May 8, 2025, pursuant to the securities purchase agreement, 1800 Diagonal’s legal expenses of $ 2,500 were paid from the gross purchase price, $ 4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received net funding of $ 100,000 , and the note was issued to 1800 Diagonal. The note matures on February 15, 2026, accrues a one-time interest charge of 10 % on the issuance date, shall be paid in 9 monthly payments in the amount of $ 16,085.67 beginning on June 15, 2025, and continuing on the 15th of each month thereafter, and is convertible following default into shares of the Company’s common stock at the election of the holder at a conversion price equal to $ 1.00 (before reverse stock split) (subject to adjustment as provided in the note); provided, however, that the holder may not convert the note (i) to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and conversion would result in more than 19.99 % of the shares of Company common stock being issued after any required aggregation per Rule 5635(d). Additionally, the holder of the note is entitled to deduct $ 1,500 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion. The balance of the note as of March 31, 2026, and December 31, 2025 was $ 0 , and $ 29,247 , with accrued interest of $ 0 and $ 2,925 , respectively. 23 Effective June 4, 2025, the Company entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $ 335,000 , and (ii) 3,333 shares of Company common stock, for an aggregate purchase price of $ 301,500 . The transaction closed on June 4, 2025, and on such date pursuant to the securities purchase agreement, Mast Hill’s legal expenses of $ 5,000 were paid from the gross purchase price, the Company received net funding of $ 296,500 , and the note and shares were issued to Mast Hill. The note matures 12 months following the issue date, accrues guaranteed interest of 10 % per annum (with the first 12 months of interest guaranteed and earned in full as of issuance of the note), and is secured by a junior security interest (subordinate to the Company’s senior secured lender, Nations Interbanc) in all of the assets of the 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 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 . During the year ended December 31, 2025, there was $ 352,014 conversion for the convertible note with principal and accrued interest. On December 31, 2025, the derivative liabilities on the outstanding convertible note were revalued at $ 0 resulting in a gain of $ 0 for the period ended March 31, 2025, related to the change in fair value of the derivative liability. Effective July 18, 2025, the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund LLC (“Firstfire”), pursuant to which the Company sold, and Firstfire purchased, (i) a junior secured convertible promissory note in the principal amount of $ 201,250 , and (ii) 8,333 shares of Company common stock, for an aggregate purchase price of $ 175,000 . The transaction closed on July 18, 2025, and on such date pursuant to the securities purchase agreement, Firstfire’s legal expenses of $ 5,500 were paid from the gross purchase price, the Company received net funding of $ 169,500 , and the note and shares were issued to Firstfire. The note matures 12 months following the issue date, accrues guaranteed interest of 10 % per annum. The note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to the 85% of the lowest traded price on any trading date during 10 trading day period immediately preceding the conversion date. The balance of the note as of 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 . During the quarter ended March 31, 2026, FirstFire converted 132,825 of principal and interest and interest on January 20, 2026. On March 31, 2026. On July 30, 2025, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $ 151,800 for a purchase price of $ 132,000 . The note matures on February 15, 2026, accrues a one-time interest charge of 13 % on the issuance date, (subject to adjustment as provided in the note); provided. The note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to the 85% of the lowest traded price preceding the conversion date. however, that the holder may not convert the note (i) to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99 % of the Company’s issued and outstanding common stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and conversion would result in more than 19.99% of the shares of Company common stock being issued after any required aggregation per Rule 5635(d). Additionally, the holder of the note is entitled to deduct $ 1,500 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion. The balance of the note as of 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 . 24 Effective August 15, 2025, the Company entered into a securities purchase agreement with Mast Hill, pursuant to which the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $ 388,888 , and (ii) 150,000 shares of Company common stock, for an aggregate purchase price of $ 350,000 . The transaction closed on August 15, 2025, and on such date pursuant to the securities purchase agreement, Mast Hill’s legal expenses of $ 8,500 were paid from the gross purchase price, the Company received net funding of $ 341,500 , and the note and shares were issued to Mast Hill. The note matures 12 months following the issue date, accrues guaranteed interest of 10 % per annum (with the first 12 months of interest guaranteed and earned in full as of issuance of the note). The note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to the lesser of (i) $ 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 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 19, 2026.. On 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”). The Transaction was funded by 1800 Diagonal and closed on March 4, 2026, and pursuant to the 1800 SPA, 1800 Diagonal’s legal expenses of $ 2,500 were paid from the gross purchase price, $ 4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received net funding of $ 125,000 , and the 1800 Note was issued to 1800 Diagonal. The 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. On 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”). The 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. The balance to Mega Note as of March 31, 2026 respectively was $ 664,916 in principal and $ 6,831 in interest. 25 On 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”). The 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. The balance to Noblebear as of March 31, 2026 was $ 660,000 in principal and $ 6,831 in interest. The 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 $ 493,308 Issuance of new Convertible notes 422,376 Conversions ( 202,482 ) Change in fair market value of derivative liability 8,476 Balance, March 31, 2026 $ 721,678 The following is the change in derivative liability for the twelve Months ended December 31, 2025: Balance, January 1, 2025 $ - Issuance of new derivative liability 1,756,115 Conversions ( 892,100 ) Change in fair market value of derivative liability ( 370,707 ) Balance, December 31, 2025 $ 493,308 Total due to Convertible Notes SCHEDULE OF CONVERTIBLE NOTES March 31, 2026 December 31, 2025 Outstanding principal amount $ 2,362,014 1,203,400 Accrued interest 127,918 73,253 Debt discount ( 1,490,443 ) ( 1,068,067 ) Amortization of debt discount 880,812 671,466 Total $ 1,880,301 880,052 Fair Value Measurements The 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. 26 The following table presents the Company’s liabilities measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE ON RECURRING BASIS March 31, 2026 Fair Value Level 1 Level 2 Level 3 Derivative liabilities $ 721,678 $ — $ — $ 721,678 Total $ 721,678 $ — $ — $ 721,678 December 31, 2025 Fair Value Level 1 Level 2 Level 3 Derivative liabilities $ 493,308 $ — $ — $ 493,308 Total $ 493,308 $ — $ — $ 493,308 The following table presents the changes in the Company’s Level 3 derivative liabilities for the three months ended March 31, 2026: SCHEDULE OF DERIVATIVE LIABILITIES Amount Balance, beginning of period $ 493,308 Issuance of derivative liabilities 422,376 Conversions ( 202,482 ) Change in fair value recognized in earnings 8,476 Balance, end of period $ 721,678 The 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: SCHEDULE 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 Stock price $ 0.0018 – $ 0.9170 Expected dividend yield 0.0 % Expected stock price volatility 230.5 % – 250.4 % Risk-free interest rate 3.48 % Expected term 0.48 – 1.04 years Changes in the fair value of derivative liabilities are recognized in the condensed consolidated statements of operations as a component of other income (expense). NOTE 11 – COMMITMENTS AND CONTINGENCIES Operating Rental Leases We have relocated our corporate office to 1340 Reynolds Avenue Unit 120, Irvine, CA 92614. On December 1, 2023, the Company signed a lease agreement for a 3000 -square foot of office space with Metro Creekside California, LLC. Lease term is thirty-eight months beginning December 1, 2023 and expiring on January 31, 2027. On October 16 of 2023, we signed a sublease agreement to relocate the HRS operations from Costa Mesa to Irvine, California for one year and 7 months commencing December 1, 2023 and ending September 30, 2025. We also signed a temporary storage lease and Due to the short termination clause, we are treating this as a month-to-month lease. On 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 area. 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. 27 On January 30, 2024, JHJ entered into a lease for the office in Chengdu City (“Chengdu lease”), China from January 30, 2024 to February 28, 2026 and has a monthly rent of RMB 28,200 including the VAT. The lease required a security deposit of RMB 77,120 (or $ 10,600 ). The Company received a one-month rent abatement, which was considered in calculating the present value of the lease payments to determine the ROU asset which is being amortized over the term of the lease. The components of lease costs, lease term and discount rate with respect of these two leases with an initial term of more than 12 months are as the following: Balance sheet information related to the Company’s operating leases: SCHEDULE OF OPERATING LEASE COST March 31, 2026 December 31, 2025 Right-of-used assets $ 279,851 $ 299,018 Lease liabilities – current 139,883 131,728 Lease liabilities – non-current 149,752 170,605 Total lease liabilities $ 289,635 $ 302,333 The weighted-average remaining lease term and the weighted-average discount rate of the above three leases are as follows: three Months Ended March 31, 2026 Weighted average remaining lease term (years) 2.06 Weighted average discount rate 3.5 %– 10.0 % The following is a schedule, by year of lease payment for above three leases as of March 31, 2026: SCHEDULE OF LEASE PAYMENT For the 12 months ending Lease Payment March 31, 2027 $ 160,205 March 31, 2028 128,065 March 31,2029 30,263 Total undiscounted cash flows 318,533 Imputed Interest 28,898 Present value of lease liabilities $ 289,635 Our lease expense for the three months ended March 31, 2026, and 2025 was $ 40,512 and $ 44,850 respectively. Severance Benefits Mr. Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater. NOTE 12 – CAPITAL STOCK TRANSACTIONS On January 6, 2023, our board of directors and majority shareholders approved a reverse stock split. Effective upon the filing of our Certificate of Amendment of Articles of Incorporation with the Secretary of State of the State of Nevada, the shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time of January 6, 2023, will be automatically reclassified as and combined into shares of Common Stock such that each (40) shares of Old Common Stock shall be reclassified as and combined into one (1) share of New Common Stock. All per share references to common stock have been retroactively represented throughout the financials. On September 26, 2025, the Company filed a Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209 with the Secretary of State of the State of Nevada effecting a 1-for-15 reverse stock split of the Company’s issued and outstanding common stock, with a corresponding reduction in authorized common stock from 2,000,000,000 shares to 133,333,333 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. 28 Common Stock Transactions On January 20, 2025, the Company entered into a consulting agreement with Hudson Global Ventures, LLC. As a condition to the agreement, the Company issued 1,667 shares of Common Stock to the consultant. On March 4, 2025, the Company entered into a securities purchase agreement with FirstFire. Pursuant to the agreement, FirstFire accepted 3,740 shares of the Company’s common stock as final payment on the loan. As of December 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. On or about April 7, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 4, 2025, described above, the Company issued 3,000 shares of Company common stock to Pacific Pier. On or about April 23, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 23, 2025, described above, the Company issued 3,000 shares of Company common stock to Pacific Pier. On May 6, 2025, the Company entered into a Subscription Agreement with various investors, pursuant to which the purchasers acquired in the aggregate 715,447 shares of Company common stock, at a price of $ 6.15 per share, for aggregate gross proceeds of $ 4,400,000 . On or about May 9, 2025, the Company issued 21,000 shares of common stock to Mast Hill pursuant to its conversion of $ 100,120 in interests and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022. On or about May 19, 2025, pursuant to the securities purchase agreement with Lucas Ventures dated May 19, 2025, described above, the Company issued 2,667 shares of Company common stock to Lucas Ventures. On or about May 23, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $ 154,240.00 in interest and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022. On or about May 23, 2025, the Company issued 33,400 shares of common stock to Mast Hill pursuant to its conversion of $ 154,548.48 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022. On or about May 23, 2025, the Company issued 33,467 shares of common stock to Mast Hill pursuant to its conversion of $ 154,856.96 in principal and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022. On or about May 23, 2025, the Company issued 116,276 shares of common stock to Mast Hill pursuant to its conversion of the remaining $ 538,032.89 in principal and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022, leaving a balance of $ 0 under that note. On or about June 4, 2025, pursuant to the securities purchase agreement with Mast Hill dated June 3, 2025, described above, the Company issued 3,333 shares of Company common stock to Mast Hill. On or about June 10, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $ 121,635 in interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022. On or about June 17, 2025, the Company issued 33,400 shares of common stock to Mast Hill pursuant to its conversion of $ 126,252 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022. On 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. On 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. On or about June 23, 2025, the Company issued 4,195 shares of common stock to Lucas Ventures as true-up shares under the securities purchase agreement with Lucas Ventures dated November 29, 2024. 29 On or about July 8, 2025, the Company issued 34,000 shares of common stock to Mast Hill pursuant to its conversion of $ 97,629.30 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022. On or about July 11, 2025, the Company issued 31,180 shares of common stock to Mast Hill pursuant to its conversion of $ 86,544 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022. On or about July 18, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $ 97,695 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about July 18, 2025, pursuant to the securities purchase agreement with First Fire dated July 18, 2025, described above, the Company issued 8,333 shares of Company common stock to First Fire. On or about July 21, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $ 195,390 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about August 1, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $ 192,150 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about August 1, 2025, the Company issued 20,000 shares of common stock to Mast Hill pursuant to its conversion of $ 55,895 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about August 6, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $ 286,475 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about August 18, 2025, pursuant to the securities purchase agreement with Mast Hill dated August 15, 2025, described above, the Company issued 10,000 shares of Company common stock to Mast Hill. On or about September 12, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $ 212,760 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On 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. On 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. On 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. On 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. On 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. On 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. 30 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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. On 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, On 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 . On 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 . On 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 . On 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. 31 On 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. On 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. On 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. On 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. Common Stock Our Articles of Incorporation authorize us to issue 133,333,333 shares of common stock, par value $ 0.001 per share. As of March 31, 2026 there were 12,166,106 shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights. The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock. Preferred Stock Our Articles of Incorporation authorize us to issue 1,333,333 shares of preferred stock, par value $ 0.001 per share. Our Board of Directors has the authority to issue additional shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included in each such series. Our Board of Directors is also authorized to set the powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions of the shares of each such series. Unless our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock. We previously authorized 440 shares of Series A Convertible Preferred Stock, 1,333 shares of Series B Convertible Preferred Stock, and 1,000 shares Series C Convertible Preferred Stock. As of August 20, 2006, all series A, B, and C preferred had been converted into common stock. Effective August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 1,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of nine months. We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500 shares. 32 The following are primary terms of the Series D Preferred Stock. The Series D Preferred holders were initially entitled to be paid a special monthly divide at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend is owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one-year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $3.20 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. The Company may elect to redeem the Series D Preferred Stock any time at a price equal to the initial purchase price plus all accrued but unpaid dividends, subject to the investors’ right to convert, by providing written notice about its intent to redeem. Each investor has the right to convert the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company. On October 31, 2023, Clean Energy Technologies, Inc. (the “Company”) filed with the Nevada Secretary of State a certificate of designation designating 233,333 shares of the undesignated and authorized preferred stock of the Company, par value $ 0.001 per share, as the 15 % Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and setting forth the rights, preferences and limitations of such Series E Preferred Stock. The Series E Preferred Stock has a stated value of $ 1.00 (the “Stated Value”) per share. Each holder of the Series E Preferred Stock is entitled to receive dividends payable on the Stated Value of the Series E Preferred Stock at a rate of 15% per annum. The Series E Preferred Stock is convertible at the option of the holder thereof into such number of common stocks of the Company, as is determined by dividing the Stated Value per share plus accrued and unpaid dividends thereon by the conversion price of 80% of the lowest VWAP over the last 5 trading days, subject to a 4.99% beneficial ownership limitation. Each holder of Series E Preferred Stock also enjoys certain voting rights and preferences upon liquidation. On November 8, 2023, Clean Energy Technologies, Inc. (the “Company”) entered into an exchange agreement (the “Agreement”) with Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”), pursuant to which the Company agreed to issue to the Holder 2,199,387 shares of the newly designated 15 % Series E Convertible Preferred Stock of the Company, par value $ 0.001 per share (the “Series E Preferred Stock”), in exchange for the outstanding balances and accrued interest of $ 1,955,122 , as of November 8, 2023, under the six promissory notes the Company issued to the Holder from November 2022 to July 2023. Based on the analysis performed by an independent agency, the fair value of the stock, as at the valuation date was $ 3,210,206 . Based on the settlement of $ 1,955,122 , the company has recorded a loss of $ 1,255,084 . The Company has designated the rights of the Holder with respect to its shares of Series E Preferred Stocks pursuant to that certain Certificate of Designations, Preferences, and Rights of Series E Convertible Preferred Stock (the “Certificate of Designation”). Warrants A summary of warrant activity for the periods is as follows: On 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 . On February 13, 2023 we issued 1,780 warrant shares to J.H. Darbie & Co., Inc. according to finder agreement we entered into date April 2022 at the exercise price of $ 75.00 . On March 2023, the company issued Craft Capital Management, L.L.C. and R.F. Lafferty & Co. Inc. a 5 -year warrant (the “Underwriter Warrants”) to purchase 1,950 shares of common stock in conjunction with a public offering (the “Underwriting Offering”) pursuant to a registration statement on Form S-1. On 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 . The warrants were subsequently assigned to our CEO as of November 28, 2025. 33 On 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 Warrants - Common Share Equivalents Weighted Average Exercise price Weighted Average Contractual Life (years) Aggregate Intrinsic Value Outstanding December 31, 2025 55,352 $ 55.56 1.6 $ - Expired - - - - Additions - - - - Outstanding March 31, 2026 55,352 $ 55.56 1.6 - Stock Options We currently have no outstanding stock options. NOTE 13 – RELATED PARTY TRANSACTIONS On May 13, 2021, the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, the company established VRG with our partner, Synergy Bioproducts Corporation (“SBC”) The purpose of the joint venture is the development of a pyrolysis plant established to convert wood feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The VRG is in Lyndon, Vermont. Based upon the terms of the members’ agreement, CETY Capital LLC owns a 49 % interest and SBC owns a 51 % interest in VRG. On June 4, 2023, CETY Renewables executed a turnkey agreement with VRG for the design, construction, and delivery of an organics-to-energy plant. As a result of this agreement, HRS and CETY Renewables invoiced VRG $ 882,374 in 2023, $ 1,064,757 in 2024, and $ 406,666 in 2025 which have been recorded as related party revenue in the respective periods. CETY currently has $ 2,350,797 accounts receivable from Vermont Renewable Gas as of March 31, 2026, and December 31, 2025. As 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. As 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. On June 21, 2024, VRG, a Vermont limited liability company in which the Company retains 49 % equity interest, entered into a loan agreement with FPM Development LLC, a Nevada limited liability company, and Evergreen Credit Facility I LLP, a Nevada limited liability partnership (collectively, the “Lenders”), pursuant to which the Lenders agreed to loan to VRG the principal amount of $ 12 million, to be disbursed in tranches based on agreed-upon milestones, for the construction of a waste-to-biogas generation facility. The 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 (the “Corporate Guarantee”) pursuant to which the Company agreed to absolutely and unconditionally guarantees, on a continuing basis, to the Lenders the prompt payment to the Lenders when due at maturity all of VRG’s liabilities and obligations under the Loan Agreement. Under the Loan Agreement, the Lenders may also convert up to 30% of the amount of loan disbursed into shares of common stock of the Company, at the exercise price of 15% discounted value of the then-current share price of the common stock of the Company. AMEC Business Advisory Pte. Ltd., a company incorporated in Singapore (the “AMEC”) may assume or acquire up to 50% of the total loan amount under the Loan Agreement and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition to a pro-rata portion of the 30% conversion right. 34 The Lender is currently in default and has been served notice of default. The Lender has failed to disburse the first and second Tranche as outlined in the Milestone Schedule of the Agreement. While the Lender has communicated that they are working to cure this default, the company retains the right to amend the agreement once the cure is completed. On 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 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. Management 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. The RMB 5 million ($ 702,500 ) loan provided by Shuya to JHJ constitutes a related-party transaction. The loan is non-interest-bearing and has a one-year term, from September 26, 2025 through September 26, 2026. The funds were provided for JHJ’s general business development purposes. 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. Note 14 - WARRANTY LIABILITY For 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 . NOTE 15 – NON-CONTROLLING INTEREST On June 24, 2021 the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, on or about the same time the company established CETY Renewables Ashfield LLC (“CRA”) a wholly owned subsidiary of Ashfield Renewables Ag Development LLC(“ARA”) with our partner, Ashfield AG (“AG”). The purpose of the joint venture was the development of a pyrolysis plant established to convert woody feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The CRA was located in Ashfield, Massachusetts. Based upon the terms of the members’ agreement, the CETY Capital LLC owned 75 % interest and AG owns a 25 % interest in Ashfield Renewables Ag Development LLC. The agreement with CETY Renewables Ashfield was terminated on or about August 29, 2022, and CETY Renewable Ashfield was dissolved. The consolidated financial statements have deconsolidated the CRA business unit. The Liabilities of CRA has been transferred to VRG, a newly formed entity. CETY retains 49 % equity in VRG. On April 2, 2023 the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, the company established VRG with our partner, SBC. The purpose of the joint venture is the development of a pyrolysis plant established to convert wood feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The VRG is in Lyndon, Vermont. Based upon the terms of the members’ agreement, CETY Capital LLC owns a 49 % interest and SBC owns a 51 % interest in Vermont Renewable Gas LLC. 35 The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Company analyzed the transaction under ASC 810 Consolidation, to determine if the joint venture classifies as a VIE. The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from both parties. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 49/51 and the agreement provides for a Management Committee of 3 members. Two of the three members are from Synergy Bioproducts Corporation, and one is from CETY. Both parties do not have substantial capital at risk and CETY does not have voting interest. However, SBC has controlling interest and more board votes therefore SBC is the beneficiary of the VIE and as a result we record it as an equity investment. Accordingly, the Company has elected to account for the joint venture as an equity method investment in accordance with ASC 323 Investments – Equity Method and Joint Ventures. This decision is a result of the company’s evaluation of its involvement with potential variable interest entities and their respective risk and reward scenarios, which collectively affirm that the conditions necessitating the application of the variable interest model are not present. NOTE 16 – DiSPOSAL OF SUBSIDIARY Background In July 2022, the Company, through its wholly-owned subsidiary Jiangsu Huanya Jieneng New Energy Co., Ltd. (‘JHJ’), acquired a 49 % equity interest in Sichuan Hongzuo Shuya Energy Limited (‘Shuya’), an entity engaged in pipeline natural gas and compressed natural gas trading activities in China. On January 1, 2023, JHJ entered into a Consistent Action Agreement with other shareholders of Shuya, which resulted in the Company obtaining control over Shuya. Accordingly, the Company began consolidating Shuya as a variable interest entity effective January 1, 2023 in accordance with ASC 810. On January 1, 2024, the Consistent Action Agreement was terminated. 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. Disposal Transaction On December 12, 2025, the Company completed the disposal of its entire 49 % equity interest in Shuya through equity transfer agreements with third parties for total consideration consisting of: Cash consideration of approximately $ 721,929 consisting of which is included in cash flows from investing activities in the accompanying consolidated statement of cash flows. Gain on Disposal The 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: Fair value of consideration received: SCHEDULE OF FAIR VALUE OF CONSIDERATION RECEIVED Cash $ 721,929 [Non-cash consideration] $ - Total consideration $ 721,929 Less: Carrying value of investment at disposal: Beginning balance (January 1, 2025) $ 485,889 Equity method loss (2025) ( 133,676 ) Effect of foreign currency translation 51,290 Carrying value at disposal 403,503 Gain on disposal $ 318,426 36 The fair value of consideration received consisted primarily of cash proceeds and was measured based on the contractual cash amounts received at closing. Accordingly, no significant Level 3 valuation inputs were required under ASC 820. Discontinued Operations Assessment The 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. Results of Operations For 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. Cash Flow Impact The 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. Strategic Rationale The 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. NOTE 17 – THE STATUTORY RESERVES The Company’s ability to pay dividends primarily depends on it receiving funds from its subsidiaries. PRC laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of the subsidiary’s retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with US GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries. In accordance with the PRC Regulations on Enterprises with Foreign Investment and their articles of association, a foreign-invested enterprise (“FIE”) established in the PRC is required to provide statutory reserves, which are appropriated from net profit as reported in the FIE’s PRC statutory accounts. An FIE is required to allocate at least 10 % of its annual after-tax profit to the surplus reserve until such reserve reaches 50 % of its respective registered capital based on the FIE’s PRC statutory accounts. Appropriations to other funds are at the discretion of the BOD for all FIEs. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. Additionally, shareholders of an FIE are required to contribute capital to satisfy the registered capital requirement of the FIE. Until such contribution of capital is satisfied, the FIE is not allowed to repatriate profits to its shareholders, unless otherwise approved by the State Administration of Foreign Exchange. Additionally, in accordance with the Company Laws of the PRC, a domestic enterprise is required to provide surplus reserve at least 10% of its annual after-tax profit until such reserve has reached 50 % of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to have a discretionary surplus reserve, at the discretion of the BOD, from the profits determined in accordance with the enterprise’s PRC statutory accounts. Appropriation to such reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. Technology was established as domestic enterprises and therefore are subject to the above-mentioned restrictions on distributable profits. 37 As a result of these PRC laws and regulations that require annual appropriations of 10 % of after-tax income to be set aside prior to payment of dividends as general reserve fund, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company as a dividend. In addition, according to Administrative Measures for the Collection and Utilization of Enterprise Work Safety Funds issued by the PRC Ministry of Finance and the State Administration of Work Safety, for the companies with dangerous goods production or storage, the company is required to make a special reserve for the use of enhancing and improving its safe production conditions. Under PRC GAAP, the reserve is recorded as selling expense; however, under US GAAP, since the expense has not been incurred and the Company will record cost of sales for safety related expenses when it is actually happened or incurred, this special reserve was recorded as an appropriation of its after-tax income. The reserve is calculated at a rate of 15 % of total sales. NOTE 18 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that disclosure or recognition in the financial statements, except as noted below. Notes Payable Effective 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 . The 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. On 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. On 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 . Effective 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. Effective 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. 38